AI Financial swaps ALT5 Sigma Canada for $12M note, $1M cash due soon

AI Financial Corp. has exchanged its subsidiary ALT5 Sigma Canada for a secured promissory note and restricted shares, receiving a $12 million note and 11,551,750 restricted shares from Prime Delta. The first $1 million of the note principal is due on Aug. 11. Prime Delta will pay the remaining $11 million from 20% of its post-closing equity financings, with four annual installments of $2.75 million starting Aug. 3, 2027 if necessary. The note carries 4% annual interest and is secured by all of Prime Delta's assets, guaranteed by three third parties. The deal reflects a shift from cash to deferred consideration, as ALT5 Sigma Canada reported $23.5 million in revenue and a $3.3 million net loss in 2025. AI Financial's May 18 report indicated $10.5 million in cash and a $271.3 million loss from continuing operations, raising doubts about its ability to continue as a going concern. The transferability of 3,583,585,650 WLFI tokens is expected on Aug. 12, contingent on a resale registration statement, but AI Financial cautioned that this does not imply an intention to sell. The company's liquidity pressure remains, with the immediate focus on Prime Delta's upcoming payment.

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