Visionary Holdings Inc. Secures $450,000 in Debt Financing

Visionary Holdings (NASDAQ: GV) entered a December 2025 private placement, issuing a $500,000 senior secured convertible promissory note for $450,000 gross proceeds.

Rhea-AI Summary

Visionary Holdings (NASDAQ: GV) entered a December 2025 private placement, issuing a $500,000 senior secured convertible promissory note for $450,000 gross proceeds. The note matures on December 11, 2026, accrues interest at the greater of prime+4.5% or 9% (semi‑annual payments) and jumps to 18% on default.

The note is convertible at the investor’s option into common stock at $1.44 per share, subject to Nasdaq rules and customary adjustments; terms update and differ from the prior January 31, 2025 note (principal $1,500,000; conversion price $2.25).

Positive

• Secured $450,000 gross proceeds in December 2025
• Issued senior secured convertible note with explicit maturity date

Negative

• Conversion price set at $1.44 per share (potential dilution)
• Short maturity on Dec 11, 2026 may require near‑term repayment
• Interest floor of 9% and default rate of 18%

Argus Feb 17 session

-0.87% close to close 1.1x rel. volume Open Argus

Details

News Market Reaction – GV

On Feb 17, the first trading day after this news, GV closed 0.87% below the previous close.

Data tracked by StockTitan Argus for the Feb 17 session.

Key Figures

December 2025 Note principal: $500,000 December 2025 Note proceeds: $450,000 January 2025 Note principal: $1,500,000 +5 more

December 2025 Note principal

$500,000

Senior secured convertible promissory note principal amount

December 2025 Note proceeds

$450,000

Gross proceeds from December 2025 Note financing

January 2025 Note principal

$1,500,000

Principal amount of prior January 2025 Note

Maturity date

December 11, 2026

Scheduled maturity date for December 2025 Note

Base interest rate

Prime + 4.5% or 9% per annum

Interest accrues at greater of these rates

Default interest rate

18% per annum

Interest rate during an event of default

Conversion price (Dec 2025 Note)

$1.44 per share

Investor’s conversion price for common stock

Conversion price (Jan 2025 Note)

$2.25 per share

Conversion price under January 2025 Note

Historical Context

5 past events · Latest: Feb 04

5 events

1. Feb 04

   Nasdaq deficiency resolved

   24h Move

   -2.5%

   Nasdaq closed listing deficiency after Form 20-F filing and confirmed listing.

2. Feb 02

   Nasdaq compliance regained

   24h Move

   +0.0%

   Company regained compliance with Nasdaq periodic filing requirements via Form 20-F.

3. Jan 20

   FY2025 correction filing

   24h Move

   +2.5%

   Correction detailing FY2025 revenue decline, large net loss, and negative working capital.

4. Jan 13

   FY2025 metrics update

   24h Move

   +21.9%

   Finalized FY2025 report highlighting steep revenue drop and significant loss.

5. Jan 12

   FY2025 annual report

   24h Move

   -1.6%

   Annual report showing revenue decline, net loss, impairments, and liquidity pressures.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

securities purchase agreement, senior secured convertible promissory note, event of default, conversion price, +3 more

7 terms

securities purchase agreement financial

"it entered into a securities purchase agreement with an existing institutional investor"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

senior secured convertible promissory note financial

"the Company issued to the Investor a senior secured convertible promissory note"

A senior secured convertible promissory note is a formal IOU a company issues that is backed by specific assets (secured), given higher priority for repayment than other debts (senior), and can be exchanged for company shares instead of cash (convertible). For investors this means the loan is safer than unsecured debt because it has collateral and repayment priority, but it also carries the potential for dilution if the lender converts the note into equity — like holding a mortgage-backed IOU that can later be swapped for ownership stakes.

event of default financial

"Upon and during an event of default, the interest rate increases to 18% per annum"

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

conversion price financial

"into shares of the Company’s common stock at a conversion price of $1.44 per share"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

Nasdaq listing rules regulatory

"The conversion of the December 2025 Note is subject to applicable Nasdaq listing rules"

Nasdaq listing rules are the rulebook a company must follow to have its shares traded on the Nasdaq stock exchange, covering entry requirements and ongoing standards for finances, corporate governance, public disclosure and reporting. For investors they matter because the rules create baseline checks — like a driver’s license and regular inspections for a car — that promote transparency, comparability and reduce the risk of fraud or sudden delisting.

private placement financial

"The December 2025 Note was issued in a private placement transaction"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

registration regulatory

"prior to registration or qualification under the securities laws of any such state"

Registration is the formal filing or listing of a company, security, product, or document with a government or regulatory agency so it may be legally offered, sold, or publicly disclosed. Think of it like registering a car before you can drive it: it creates official records, requires certain disclosures, and signals that regulators have at least reviewed basic information. Investors care because registration increases transparency, enables trading or market access, and can materially affect a company’s liquidity, fundraising options, and regulatory risk.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

TORONTO, Feb. 13, 2026 (GLOBE NEWSWIRE) -- Visionary Holdings Inc. (NASDAQ: GV) (“Visionary” or the “Company”) announced today that in December 2025 it entered into a securities purchase agreement with an existing institutional investor (the “Investor”). In connection with the transaction, the Company issued to the Investor a senior secured convertible promissory note in the principal amount of $500,000 (the “December 2025 Note”) in exchange for gross proceeds of $450,000.

As previously disclosed, on January 31, 2025, the Company issued to the Investor a senior secured convertible promissory note in the principal amount of $1,500,000 (the “January 2025 Note”) pursuant to a securities purchase agreement dated October 2, 2024.

The December 2025 Note was issued pursuant to a separate securities purchase agreement and reflects updates to certain economic and conversion terms as compared to the January 2025 Note.

Pursuant to the December 2025 Note, the Company is required to repay all outstanding principal, accrued and unpaid interest and any applicable charges on the scheduled maturity date of December 11, 2026. Interest accrues at a rate equal to the greater of (i) the prime rate plus 4.5% per annum and (ii) 9% per annum, and is payable in arrears on each semi-annual interest date beginning June 11, 2026. Upon and during an event of default, the interest rate increases to 18% per annum.

The December 2025 Note is convertible at the Investor’s option, at any time after issuance, into shares of the Company’s common stock at a conversion price of $1.44 per share, subject to customary adjustments and pricing mechanics as set forth in the agreement. The amount eligible for conversion includes the outstanding principal and accrued amounts, subject to the terms set forth in the December 2025 Note.

By comparison, the January 2025 Note became convertible only on and after the applicable “Initial Conversion Date” (as defined therein), had a conversion price of $2.25 per share and included pricing adjustments as set forth therein. The Company believes these updated conversion mechanics and pricing terms represent the principal material changes between the two senior secured convertible promissory note. The conversion of the December 2025 Note is subject to applicable Nasdaq listing rules.

The December 2025 Note was issued in a private placement transaction exempt from registration under the Securities Act of 1933, as amended.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About Visionary Holdings Inc.

Visionary Holdings Inc. (Nasdaq: GV) is a technology-driven multinational enterprise focused on innovative education, AI applications, and high-tech healthcare solutions. Headquartered in Toronto, Canada, the Company operates through its subsidiaries across North America and Asia, driving technological advancement, cross-border innovation, and global health transformation.

Cautionary Note Regarding Forward-Looking Statements

Statements in this press release that are not historical facts are “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those indicated by such statements. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” “could,” “would,” and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations and assumptions and are subject to risks and uncertainties, many of which are beyond the Company’s control. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update or revise forward-looking statements, except as required by law.

For further information:
Investor Relations
Visionary Holdings Inc.
Email: ir@visionary.holdings

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did Visionary Holdings (GV) secure in December 2025?

Visionary issued a $500,000 senior secured convertible note for $450,000 in gross proceeds. According to the company, the transaction closed in December 2025 as a private placement with conversion and interest terms described in the note.

When does the Visionary Holdings (GV) December 2025 note mature and how is interest calculated?

The December 2025 note matures on December 11, 2026 with semi‑annual interest payments starting June 11, 2026. According to the company, interest accrues at the greater of prime+4.5% per annum or 9% per annum, rising to 18% on default.

At what price can the investor convert Visionary Holdings (GV) December 2025 note into shares?

The December 2025 note is convertible at the investor’s option at a conversion price of $1.44 per share. According to the company, conversion is subject to customary adjustments and applicable Nasdaq listing rules.

How do the December 2025 and January 2025 notes for Visionary Holdings (GV) differ?

The December 2025 note updates economic and conversion mechanics versus the January 2025 note. According to the company, December 2025 converts at $1.44 per share while January 2025 converted at $2.25, among other pricing adjustments.

Was the Visionary Holdings (GV) December 2025 financing registered with the SEC?

No, the December 2025 note was issued in a private placement exempt from registration under the Securities Act of 1933. According to the company, the transaction was completed under an available private placement exemption.