Hadasit Bio-Holdings

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The Signing of an Agreement for a Convertible Loan with KAHR Medical (2005) Ltd

Feb. 12, 2015

HBL Hadasit Bio-Holdings Ltd.

("the Company")

February 12, 2015

 

To:                                                                               To:

Israel Securities Authority (ISA)                                The Tel Aviv Stock Exchange Ltd.

www.isa.gov.il                                                            www.tase.co.il

 

 

Re: Immediate Report - The Signing of an Agreement for a Convertible Loan with KAHR Medical (2005) Ltd

 

 

The Company is honored to announce that it has signed a conversion loan agreement of USD one million with KAHR Medical (2005) Ltd. (hereinafter: "KAHR"), a subsidiary in which the Company holds 49% (without full dilution), along with Flerie Invest AB, a KAHR stockholder (hereinafter: "Flerie", and together with the Company, "the Lenders"),  and this is after the remaining KAHR stockholders waived their right to contribute. The determining date for the agreement is February 12, 2015.

 According to the agreement, Flerie will transfer USD 500,000 to KAHR and the Company will have the right to contribute part, or all, of the balance of USD 500,000, so that in any event, Flerie will complete any lack in the loan amount that is not transferred by the Company, so the total amount of the loan will stand at USD one million.

It is also agreed that the conversion event will take place in one or in a number of transactions in the accumulative amount of USD 3 million (which includes the aforementioned loan), by (a) an investment commitment or providing a loan to the Company (hereinafter: "the Next Round of Fund Raising"); or (b) a commitment for payment by a strategic partner subject to the terms that were or will be completed prior to the Next Round of Fund Raising.

According the loan agreement, in the case that the conversion event takes place before April 30, 2015, at the time of the conversion the Lenders will get a 5% discount on the share price; in the case the conversion event takes place during the period of May 1, 2015 and December 31, 2015, at the time of the conversion the lenders will get a 10% discount on the share price; and in the case the conversion event does not take place before December 31, 2015, KAHR will pay the amount of the loan in addition to accrued interest, or alternatively and according to its discretion, the amount will be converted at a discount of 50% of the share price.

 

Sincerely,

                                                                                               

HBL Hadasit Bio-Holdings Ltd.

      Written by: Tamar Kfir, CEO

 

 
 

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