Selma

Key Information

Outstanding Debt

The company has the following Debts.

A Business Finland loan of €79,879.00, with 1% interest. The loan is due to be repaid in three annual instalments of €26,626.50 starting in February 2025, with the final payment due in February 2027.

A second Business Finland loan of €136,000.00, with 1% interest. The loan is due to be repaid in three annual instalments of €45,333.50 starting in June 2026, with the final payment due in June 2028.

A third Business Finland loan of €177,497.00, with 1% interest. The loan is due to be repaid in four annual instalments of €35,499.50 starting in April 2026, with the final payment due in April 2030.

The funds raised in this round will not be used to repay these debts.

Share class

The company has five classes of shares, being (in order from highest to lowest priority) Preferred A3, Preferred A2, Preferred A, Seed and Common shares.

On a liquidation or exit, the shares participate in proceeds consecutively in order from highest to lowest priority. Each share (other than Common shares) is entitled to the greater of (i) the original subscription price paid for such share; and (ii) the amount that the holder of such share would have been entitled to, had that share been converted into a Common share immediately prior to the relevant event. Common shares participate on a pro-rata basis.

Each share carries one vote regardless of class.

The shares also come with an anti-dilution adjustment provision should the company undergo a funding round at a value lower than the Original Purchase Price per Share. This provision dictates that any holder of Preferred A3 Shares, who initially purchased said shares at a subscription price per share greater than a subsequent subscription, purchase, or conversion price, is entitled to a weighted average anti-dilution adjustment.

Convertible Key Terms

This investment round is being raised by way of a convertible equity investment structure, in this case a "convertible loan agreement".

The key terms that apply to the Company’s convertible loan agreement are set out below. See also attached Key Terms document for further details.

• Interest rate: 8%
• Valuation Cap: EUR 60,000,000
• Default Valuation: EUR 39,000,000
• Maturity date: 30 June 2027

This convertible differs in a few key ways from Seedrs standard convertible instrument, so please read carefully.

If the Company raises at least EUR 2,000,000 in new equity investment from new investors over one or more funding rounds before 30 June 2027 (the Maturity Date), that will constitute a “Qualifying Equity Fundraise”.

If there is a Qualifying Equity Fundraise, then the loan plus accrued interest will convert on the same terms as the new investor (including as to share class) at the lower of:

• a 15% discount to the lowest price of a share issued (or sold) in connection with that Qualifying Equity Fundraise; and
• a price per share assuming a pre-money valuation of EUR 60,000,000 (the Valuation Cap).

If there is a sale of the Company (which may include an asset sale or an IPO) (an Exit) then the loan plus accrued interest will convert into the most senior class of preferred shares existing in the Company at the lower of:

• a 15% discount to the lowest price of a share issued (or sold) in connection with that Exit; and
• a price per share assuming a pre-money valuation of EUR 60,000,000 (the Valuation Cap),

provided that the price per share shall not be less than that given by a pre-money valuation of EUR 39,000,000.

If there is a winding-up or cessation of business by the Company of any kind (an Event of Default) prior to the Maturity Date, then the Lender shall have the right for the loan plus accrued interest to be repaid.

If there is no Qualifying Equity Fundraise, Event of Default or Exit by the Maturity Date, then the loan plus accrued interest will convert into the most senior class of preferred shares existing in the Company assuming a valuation of EUR 39,000,000 (the Default Valuation).