Luminar Media Group (LRGR) Announces Settlement of All Outstanding Legacy Convertible Notes

Rhea-AI Summary

Luminar Media Group (OTCID:LRGR) announced a comprehensive settlement of its legacy convertible notes dated to the Luminar acquisition. The legacy notes had an aggregate principal balance of $391,590.85 and were originally convertible at $0.01 per share (potentially 39,159,084 shares).

Under the settlement, noteholders received cash for principal plus interest and an aggregate 7,900,210 shares, reducing potential dilution by approximately 79.8%. Noteholders also agreed to a six-month lock-up after any future national-exchange listing.

Positive

• Legacy notes $391,590.85 fully satisfied and extinguished
• Potential dilution reduced by ~79.8%
• Settlement issued 7,900,210 shares instead of 39,159,084
• Noteholders agreed to a six-month lock-up after listing

Negative

• Issuance of 7,900,210 settlement shares creates immediate dilution
• Cash payment for principal plus interest implies a cash outflow of at least $391,590.85

MIAMI, FL / ACCESS Newswire / December 18, 2025 / Luminar Media Group, Inc. (OTCID:LRGR) ("Luminar" or the "Company"), a diversified financial technology holding company focused on revenue-based financing through its Fortun platform, today announced that it has reached a comprehensive settlement with holders of its outstanding legacy convertible notes originating from the Luminar acquisition.

The legacy notes carried an aggregate principal balance of $391,590.85, which under their original terms were convertible at $0.01 per share, representing a potential issuance of 39,159,084 shares.

After extensive negotiations, the Company is pleased to announce that it has entered into a settlement under which all outstanding legacy notes have been fully satisfied and extinguished. Pursuant to the terms of the settlement, noteholders received a cash payment for the amounts due under the notes (principal plus interest) and an aggregate of 7,900,210 shares, representing a reduction of approximately 79.8% from the number of shares that would have otherwise been issuable under the original conversion terms.

In addition, as part of the settlement, all legacy note investors have agreed to a six-month lock-up period following any future listing of Luminar's common stock to a national exchange. Accordingly, no immediate additional free-trading shares were created as a result of this settlement.

"Resolving these historical liabilities represents an important milestone, " said Yoel Damas, President and Chief Executive Officer of Luminar Media Group, Inc. "This global settlement removes a legacy overhang from our cap table, reduces potential dilution by nearly 80%, and simplifies our capital structure."

This resolution completes Luminar's previously announced initiative to settle all $0.01 convertible notes associated with the Luminar acquisition, further strengthening its capital structure.

About Luminar Media Group, Inc.

Luminar Media Group, Inc. (OTC:LRGR) is a diversified financial holding company focused on revenue-based financing solutions through its Fortun family of subsidiaries - including FortunCo, Fortun Advance, Fortun Funding, and Fortun Online. Luminar provides working capital to small and mid-sized businesses underserved by traditional financial institutions, with a focus on minority-owned enterprises across the United States.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by terminology such as "may," "should," "could," "would," "will," "expect," "anticipate," "intend," "plan," "believe," "estimate," "continue," "potential," and similar expressions. Forward-looking statements in this press release include, without limitation, statements regarding the Company's expectations regarding the anticipated benefits of the settlement, including the reduction of potential dilution and the effect of the settlement on the Company's capital structure, and the potential application of the lock-up provision in connection with any future listing of the Company's common stock on a national securities exchange.

These forward-looking statements are based on current expectations and assumptions that involve risks and uncertainties, including, among others, that the settlement will result in the anticipated benefits; that the Company will account for the settlement as expected; that market, economic and competitive conditions will remain favorable; and that the Company will be able to maintain sufficient liquidity and operational flexibility. There can be no assurance that these assumptions will prove accurate.

Actual results could differ materially from those anticipated due to a variety of risks and uncertainties, including, without limitation, the risk that the anticipated benefits of the settlement are not realized to the extent expected; that the ultimate accounting or financial statement impact differs from expectations; changes in regulatory or legal requirements; general economic, market, and geopolitical conditions; and other risks described in the Company's filings with the Securities and Exchange Commission.

Except as required by law, Luminar Media Group, Inc. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Investor Relations:

James Carbonara
Hayden IR
(646) 755-7412
james@haydenir.com

SOURCE: Luminar Media Group, Inc.

View the original press release on ACCESS Newswire

FAQ

What did Luminar Media Group (LRGR) settle on December 18, 2025?

Luminar settled all legacy convertible notes totaling $391,590.85, paying cash plus interest and issuing 7,900,210 shares.

How much did the settlement reduce potential dilution for LRGR?

The settlement reduced potential dilution by approximately 79.8% compared with original conversion terms.

How many shares would have been issued under the original LRGR convertible note terms?

Under the original $0.01 conversion price, the notes would have issued 39,159,084 shares.

Will the settlement create free‑trading shares for LRGR investors immediately?

No; the settlement included a six-month lock-up for legacy noteholders following any future national-exchange listing.

Did LRGR pay cash as part of the settlement on December 18, 2025?

Yes; noteholders received cash payments for amounts due (principal plus interest) in addition to shares.

What is the immediate capital-structure effect of LRGR's settlement?

The settlement extinguishes the legacy liability, reduces potential share overhang by ~79.8%, and issues 7.9M shares plus cash consideration.