Jan. 9 at 10:50 PM
$TIVC I missed the exchange cap in my initial look at the financing. Posting for all.
AI Exchange Cap Analysis: Protected Period Through March 2026
The Baseline Numbers (December 9, 2025)
From the 8-K filing, the Exchange Cap is calculated as 19.99% of outstanding shares on December 9, 2025.
The 8-K states: “The Exchange Cap [is] 19.99% of the outstanding number of shares of Common Stock at the time the Company entered into the Note Purchase Agreement and Preferred Purchase Agreement, or 353,013 shares”
Working backwards:
353,013 ÷ 0.1999 = 1,766,568 shares outstanding on December 9, 2025
What the Exchange Cap Actually Limits
The 8-K is crystal clear: “If the Note was to fully convert (including interest and the Make-Whole Amount) into Conversion Shares at the Conversion Price, assuming no Exchange Cap, the Company would issue 9,106,425 Conversion Shares.”
But they CAN’T issue anywhere near that many shares until shareholders approve waiving the Exchange Cap (expected in March)
