Convertible Debentures |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Convertible Debentures |
A reconciliation of the beginning and ending balances of convertible debentures for the three months ended March 31, 2026 and year ended December 31, 2025 is as follows:
Senior Debentures
On June 6, 2019, the Company entered into a convertible senior secured debenture (the “Senior Debentures”) in an aggregate principal amount not to exceed $35,000,000 with accredited investors and qualified institutional buyers wherein the Senior Debentures would mature on June 6, 2022 and bear interest at a rate of 9.0%. The Senior Debentures were issued from time to time at the election of the Company pursuant to one or more subscription agreements.
The Senior Debentures contained two conversion features wherein the conversion rate was equal to $1,000 principal amount of debentures divided by the conversion price, which is the lesser of (i) the price that is a 25% discount to the liquidity event price and (ii) the price determined based on a pre-money enterprise value of the Company of $150,000,000. The initial conversion rate shall be determined immediately upon the consummation of a liquidity event and shall be subject to adjustment. Conversion options were determined to be a derivative under ASC 825, Financial Instruments, as the option(s) were denominated in a currency other than the Company’s functional currency. See “Note 10 – Derivative Liabilities” for further details. There have been various amendments and conversions that have occurred through present specifically amendments in calendar year 2022 and 2024.
In December 2025, the Company converted the outstanding convertible debentures and accrued interest totaling approximately $10.7 million into common shares at a conversion price of approximately CAD$ per share, a change from the stated conversion terms, which also triggered the issuance of 60,155,339 warrants to purchase the Company’s common stock, together valued at $16.9 million. The Company recorded a loss on extinguishment of debt as part of this transaction.
In connection with the initial issuance of the Senior Debentures, share purchase warrants (“Senior Warrants”) exercisable into common shares based on its issue price divided by its conversion price were also issued. The warrants are exercisable upon the occurrence of a liquidity event, as defined in the Senior Warrant agreement, and the exercise period is the 24 months following the liquidity event date, provided that if a liquidity event has not occurred within five (5) years from the initial closing date of this offering, the warrants shall expire. The embedded conversion feature of the Senior Debentures has been deemed to be a derivative. See “Note 10 – Derivative Liabilities” for further details. Subsequent to the merger with LEEF, the Senior Warrants were effectively issued as part of the share exchange terms noted in the Merger Agreement between LEEF and Icanic. As such, there were 6,616,800 warrants issued from the original 527,338 warrants of LEEF due to the agreed upon 12.55 conversion ratio. See “Note 17 – Share Capital” for further details on warrant activity for the three months ended March 31, 2026 and year ended December 31, 2025. As a result of the non-fixed number of shares the Additional Senior Debentures can be converted or exercised into, these features were recognized as a derivative liability (see “Note 10 – Derivative Liabilities”).
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