Zelira Therapeutics Director Osagie Imasogie Converts 1.25 Million Convertible Notes to Ordinary Shares, Eliminates Convertible Note Holdings

Osagie Imasogie Fully Eliminates Convertible Note Holdings at Zelira Therapeutics on 1 July 2026

According to Zelira Therapeutics’ update, director Osagie Imasogie no longer holds any convertible notes as of 1 July 2026. Previously, Imasogie owned 3,500,000 convertible notes, which were resolved through two separate transactions on the same date, reducing his convertible note holdings to zero.

The first transaction converted 1,250,000 convertible notes into an equal number of ordinary shares at US$0.40 per share. The second transaction involved the repayment of the remaining 2,250,000 convertible notes without conversion upon maturity. The announcement does not detail the repayment terms or total cash amount involved.

Conversion Price of US$0.40 Per Share Drives Imasogie's Increased Ordinary Shareholding

Each converted note resulted in one ordinary share issued at US$0.40, leading to 1,250,000 new shares issued to Imasogie. Prior to this, he held 428,883 ordinary shares, which increased to 1,678,883 shares after conversion. This represents a significant increase in his equity stake, although the company did not disclose what percentage of total issued capital this represents.

Director’s Unlisted Options Remain Unchanged Across Five Tranches

Despite the changes to his shares and convertible notes, Imasogie’s unlisted options remain intact. He holds five tranches of 30,000 unlisted options each, all expiring on 24 November 2027. The exercise prices for these tranches are $2.00, $4.00, $6.00, $8.00, and $10.00, totaling 150,000 options.

The ascending exercise prices mean Zelira Therapeutics’ share price must reach progressively higher levels for each tranche to become exercisable. None of these options were exercised, acquired, or disposed of in the recent transactions. Investors should note these options remain outstanding until their expiry date.

Details of the Two Convertible Note Transactions on 1 July 2026

The update distinguishes two separate transactions: the conversion of 1,250,000 convertible notes into equity, and the repayment of 2,250,000 notes without conversion following maturity. The first creates new equity, while the second results in a cash outflow to retire the debt instrument.

The repayment of 2,250,000 notes without conversion indicates not all notes were converted into shares. The announcement does not clarify whether this was at the director’s discretion, contractual terms, or mutual agreement, nor does it disclose the repayment amount.

Disclosure Complies with ASX Listing Rule 3.19A.2 and Corporations Act Requirements

Zelira Therapeutics made this disclosure as both the entity and agent for Imasogie, in line with ASX Listing Rule 3.19A.2 and section 205G of the Corporations Act. This ensures timely market notification of director securities interest changes.

The previous director interest notice for Imasogie was filed on 17 January 2025, making this the first update in about six months. The Appendix 3Y form lodged is a standard regulatory filing and does not imply any trading recommendation or future corporate action.

Comparison of Imasogie’s Holdings Before and After 1 July 2026

Before the transactions, Imasogie held 428,883 ordinary shares, 150,000 unlisted options across five tranches expiring 24 November 2027, and 3,500,000 convertible notes. After the changes, the convertible notes were fully extinguished, the options remained unchanged, and ordinary shares increased to 1,678,883.

The notice confirms these holdings are direct, with no indirect interests through entities or trusts. The transactions were not conducted during a blackout period, as indicated by "N/A" in the relevant Appendix 3Y fields, meaning no additional compliance clearances were required.

Implications of Retiring 3.5 Million Convertible Notes for Zelira Therapeutics’ Balance Sheet

The elimination of 3,500,000 convertible notes held by Imasogie reduces the company’s outstanding convertible debt obligations to this director. Convertible notes are hybrid instruments recorded as a liability until converted or repaid. This retirement removes both the liability and potential dilution associated with these notes.

The announcement does not specify whether other convertible note holders exist or if this represents the full convertible note program. Any broader capital structure impact would require further disclosure, which was not provided in this update.

Continued Role of Osagie Imasogie at Zelira Therapeutics

Imasogie remains a director of Zelira Therapeutics, with no changes to his role or tenure disclosed. The update solely concerns his securities holdings.

His retention of 150,000 unlisted options with exercise prices from $2.00 to $10.00 expiring in November 2027 indicates alignment with the company’s long-term share price performance. These options will only have value if the share price exceeds the exercise prices before expiry. The immediate share price impact of this announcement was not evident from public information.

Investor Takeaways from Zelira Therapeutics’ Director Holdings Update

This update is significant for investors monitoring insider activity. The conversion of part of the convertible notes into equity at US$0.40 per share may reflect Imasogie’s preference to hold ordinary shares rather than receive cash repayment, potentially signaling confidence in the company. However, no statements clarifying rationale were provided.

Conversely, the repayment without conversion of the larger 2,250,000 note tranche means a substantial portion of the facility was redeemed as debt. Investors should watch for further company disclosures on financing, capital structure, or operational developments. Upcoming milestones include additional director dealings filings, financial results, or updates on Zelira Therapeutics’ core business activities.