Zelira Therapeutics Completes Full Repayment of 2.25 Million Convertible Notes at Maturity, Avoiding Equity Conversion

6 min read | July 02, 2026 05:26 AM AEST | By Aditi Sarkar

Zelira Therapeutics Limited (ASX:ZLD) has announced that 2,250,000 convertible notes identified by the code ZLDAM have been fully repaid at maturity rather than converted into equity. The cessation of these notes took effect on 29 June 2026, with the official company update filed on 2 July 2026. This repayment reduces Zelira's outstanding convertible note liabilities and streamlines its capital structure, a development of importance to investors tracking the company’s balance sheet. Post-repayment, Zelira's issued capital now totals 11,897,155 ordinary fully paid shares listed on the ASX.

Key Points

  • Company: Zelira Therapeutics Limited (ASX:ZLD)
  • 2,250,000 convertible notes (ZLDAM) ceased following repayment at maturity on 29 June 2026
  • Repayment was completed without conversion into equity, preventing dilution for existing shareholders from this tranche
  • 1,830,270 ZLDAM convertible notes remain outstanding as unquoted securities
  • Total quoted ordinary shares on issue: 11,897,155 (ZLD)
  • Investors should monitor upcoming convertible note maturities and any updates on Zelira’s overall capital position

Full Repayment of 2,250,000 ZLDAM Convertible Notes Completed on 29 June 2026

Zelira Therapeutics Limited confirmed in a company announcement that 2,250,000 convertible notes, traded under the ASX code ZLDAM, have formally ceased as of 29 June 2026. This cessation was reported to the ASX on 2 July 2026 through an Appendix 3H filing, which is the standard regulatory document for notifying the exchange of securities that are no longer on issue.

The cessation reason was classified as "Other" on the Appendix 3H form, with the company specifying that the convertible notes were repaid in full at maturity without conversion into shares. Consequently, noteholders received cash repayment rather than equity, a distinction that significantly affects the company’s equity base and existing shareholders.

Repayment Without Conversion Preserves Shareholder Equity

Convertible notes are hybrid debt instruments that can be settled either by cash repayment or conversion into equity at maturity, usually at a predetermined price. Conversion results in new shares being issued, which dilutes existing shareholders’ ownership percentages. In Zelira’s case, the 2,250,000 ZLDAM notes that matured on 29 June 2026 were repaid in cash, meaning no new shares were issued from this maturity event.

This outcome protects existing ZLD shareholders from dilution, maintaining their proportional ownership. However, the cash repayment represents an outflow from Zelira’s balance sheet. The company has not disclosed the total cash amount paid, including the face value or any accrued interest settled at maturity.

Updated Issued Capital Following ZLDAM Note Cessation

After the repayment and cessation of the 2,250,000 convertible notes, Zelira’s capital structure recorded by the ASX shows 11,897,155 ordinary fully paid shares (ZLD) on the quoted register. This figure reflects the total quoted equity securities outstanding at the time of the Appendix 3H lodgement and is used by the ASX to calculate Zelira’s market capitalisation.

The ASX notes that automatically generated capital figures in Appendix 3H filings may not represent the current issued capital if other filings such as Appendix 2A, 3G, or 3H are being processed simultaneously. Investors seeking the most accurate and up-to-date capital figures should review all recent Zelira announcements as processed by the exchange.

Outstanding ZLDAM Convertible Notes After June 2026 Maturity

Despite the repayment of 2,250,000 ZLDAM notes, 1,830,270 ZLDAM convertible notes remain outstanding as unquoted securities. This indicates Zelira continues to hold convertible note obligations beyond the 29 June 2026 maturity event, and investors will be attentive to future updates regarding the terms, maturity dates, and resolution of this remaining tranche.

The company did not disclose details such as maturity date, conversion price, interest rate, or other terms for the remaining notes in this update. Such information, if available, would be found in prior capital raising or debt facility announcements. The presence of this remaining tranche means potential future dilution or further cash repayments remain possible.

Unquoted Options Position Alongside Convertible Note Changes

In addition to convertible notes, Zelira’s capital structure includes 1,245,000 unquoted options under the code ZLDAA, described as "Option Expiring Various Dates Ex Various Prices." These options represent potential future share issuance obligations if exercised and contribute to the company’s overall dilution profile.

The company did not provide details on exercise prices or expiry dates for the ZLDAA options in this update. Options that expire out-of-the-money typically lapse without exercise, while in-the-money options, if exercised, would increase the ordinary share count. The impact on Zelira’s share count depends on the share price relative to exercise prices at expiry.

Balance Sheet Implications of ZLDAM Note Repayment

Convertible notes represent a debt obligation until maturity or conversion. The repayment of 2,250,000 ZLDAM notes on 29 June 2026 reduces Zelira’s convertible note liability for this tranche. For a therapeutics company where capital management is critical, this reduction is a significant event, although the exact monetary impact was not disclosed.

The company did not reveal the face value per note, total repayment amount, funding source for the repayment, or any effect on cash reserves or working capital. Investors will need to await Zelira’s forthcoming quarterly cash flow reports or financial statements for details on the cash outflow related to this repayment.

Context of Zelira Therapeutics’ Capital Management and Convertible Note Usage

Operating in the medical cannabis and therapeutics sector, Zelira has historically utilized various financing methods including convertible notes, placements, and rights issues to support research, development, and commercialisation. Convertible notes provide debt capital with optional equity conversion, appealing to investors seeking downside protection with potential upside.

The decision to repay rather than convert the 2,250,000 ZLDAM notes suggests conversion terms were likely unattractive relative to the share price or that cash repayment was mutually agreed upon. The company did not comment on the rationale or noteholder identities in this update; such information may be available in prior disclosures.

ASX Regulatory Requirements for Security Cessations

Zelira’s Appendix 3H filing complies with ASX Listing Rules requiring prompt notification when securities cease to be on issue through conversion, expiry, cancellation, or repayment. This maintains accurate ASX records of capital structure and market capitalisation.

The filing on 2 July 2026, covering the 29 June 2026 cessation, aligns with ASX timeliness standards. Zelira confirmed no additional information beyond cessation details and updated capital was provided, and no extra consideration beyond repayment was involved.

Investor Considerations Following Convertible Note Repayment

With 1,830,270 ZLDAM convertible notes still outstanding, investors should monitor further Appendix 3H filings or capital structure updates for information on these notes’ resolution. Whether these notes convert to shares or are repaid in cash will influence Zelira’s equity dilution risk and cash position.

Additionally, investors should follow Zelira’s operational and financial updates, including quarterly activity reports and therapeutics pipeline developments, to assess the company’s overall financial health in light of these capital structure changes. The immediate market reaction to this announcement was not evident from publicly available data.


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