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Key Information

CLA Key Terms:

Investments in this Campaign will be made under an Convertible Loan Agreement (CLA), the key terms of which are as follows:
• Discount: 15%
• Valuation Cap: N/A
• Interest rate: 5% per annum, paid in cash
• Longstop date: 18 months
• Default Share Price: £83.8355

The CLA will convert into equity or be repaid as a loan on the following events:

Conversion:

Triggers:
The CLA will convert into equity as follows:

• automatically on
- an equity raise of £2m or more (‘Qualifying Financing’)
- any change of control or asset sale (‘Exit’)

• at each lender’s election on
- any raise under £2m but greater than £50k (‘Non-Qualifying Financing’)
- passing of the Longstop date (‘Maturity’)

Conversion price:
• Qualified Financings, Non-Qualified Financings and Exits: the share price will be equal to the lowest share price in the round / exit, less the Discount
• Maturity: the share price will be the Default Share Price above.

Share class:
• Qualified and Non-Qualified Financings: the most senior share class issued as part of the trigger raise
• Exits & Maturity Date: Series B Preferred Shares

Repayment:
• The loans (with interest) will be repaid on either an event of default (winding up / ceasing to trade etc).

Share Classes:

The Company has four classes of shares; Ordinary Shares, Series A Preferred Shares, Series B Preferred Shares and Growth Shares.

The share class that investors receive on conversion of their investments in this convertible round will depend on what triggers conversion.

Series A Preferred Shares and Series B Preferred Shares shares rank equally and carry a 1x non-participating preference.

Liquidation Preference:
On an exit or liquidation, the holders of Series A and B preference shares will receive their initial investment back first (or an amount that's proportionate to their respective investments if there are insufficient funds to return their investment back in full).

The remaining proceeds will then be distributed amongst all Ordinary Shareholders, save that no Growth Shareholders will receive any amount unless each Ordinary Shareholder receives at least £80.72 per ordinary share.

The Series A and B Preferred Shareholders will have the option to convert their Preferred Shares into Ordinary Shares.

Material Debt:

The company has the following oustanding debt facilities:

1. £5m loan facility was provided by Kreos Capital at an interest rate of 9.5% per annum, in March 2023. The loan also has a warrant instrument attached to it which means shares will be issued to Kreos in the future. The loan is to be fully repaid by January 2026.

2. £3.5M asset based lending facility with Cynergy Finance secured against the Company's trade debtor book. The Company can draw down on the facility at any time as required. The net drawdown position on the facility incurs an interest charge equal to the Bank of England Base Rate plus 2.5%. The minimum term is 24 months from February 2024.

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

CEO Hire:

Co-founders Andy and Pete have taken a step back from their previous roles as co-CEOs to make room for Mark Cuddigan who has recently joined the company as CEO. Andy and Pete are currently working closely with Mark to get up to speed in the role.