Moolec Science SA announced that it has entered into agreements to issue a convertible note due 2026 to new investor Grupo INSUD in a principal amount of approximately $21 million for the gross proceeds of $30 million on October 17, 2023. The note will be issued against a cash payment of $10 million and in-kind contributions to be made by investor. The note will mature in 36 months after they are issued, will initially accrue interest 10% per annum and include a payment-in-kind feature.

If the trading price of company's ordinary shares exceeds the strike price of $6 per ordinary share for 10 trading days, the investor will have the option to exercise the early conversion option pursuant to which the principal amount outstanding under the note may be converted into ordinary shares of company at the strike price. The strike price represents a premium of approximately 100% of the 20-day VWAP of ordinary shares. At maturity, the company has the option to convert the principal amount outstanding under the note into ordinary shares.

In connection with early conversion option and company's optional conversion at maturity, the company may deliver ordinary shares, cash, or a combination of cash and ordinary shares to investor. The in-kind contributions to be made by investor to company are subject to the completion of an independent appraisal procedure in accordance with Luxembourg law.