RE: Disgusting6 Feb 2025 21:52
Gets worse
Licence Agreement
The Company entered into the Licence Agreement with SDG in 2017, as amended on 19 March 2023 and 6 October 2023, for the exclusive rights to certain IP protected and non patented technology incorporated into the Company's POC products. The Licence Agreement provided that if by 3 September 2025, cumulative sales of the X-PLOR and DISCOV-R have not exceeded $20 million, Belluscura is required to make a one-time payment of $3 million to SDG to maintain the exclusive licence. The Company and SDG have now agreed to an amendment to the Licence Agreement with effect from 6 February 2025 (the "Amended SDG Agreement") which provides that, in the event that sales do not reach the cumulative $20 million target by 15 September 2025 the Company will instead pay a fee to SDG of the greater of (i) $400,000 and (ii) 4.5 per cent. of the shortfall between $20 million and cumulative sales between 1 September 2021 and 15 September 2025, to be paid in six equal monthly instalments from September 2025. In the event that the Company fails to raise at least $4.75m in the Fundraising, SDG has the right to terminate the Amended SDG Agreement. There is therefore a risk that if the Second Admission does not occur, and the Company fails to raise $4.75 million from the Fundraising, SDG may exercise its right to terminate the Amended SDG Agreement, unless Belluscura can demonstrate to SDG that a fundraising of less than $4.75 million can still allow the Company to meet its financial obligations to SDG. The Amended SDG Agreement also provides that the exercise price of the 500,000 warrants, issued to SDG in May 2021, are to be adjusted from 45 pence to the Issue Price.