AI Era Corp issues $51,500 convertible note
AI Era Corp. entered into a material financing agreement with Lambda Ventures, LLC through a convertible promissory note.
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Form Type
8-K
Rhea-AI Filing Summary
AI Era Corp. entered into a material financing agreement with Lambda Ventures, LLC through a convertible promissory note. The Note has an aggregate principal of $51,500.00, including a $1,500.00 original issue discount, for a cash purchase price of $50,000.00, from which $5,000.00 was withheld for the Buyer’s legal fees.
The Note bears 10% annual interest, with the first twelve months of interest earned in full as of the issue date, and matures twelve months after that date. It is unsecured and convertible into common stock at the holder’s option at 80% of the lowest traded price during the twenty trading days before conversion.
Customary default provisions allow the outstanding principal and interest to become immediately due at 150% of the outstanding amount upon an event of default. AI Era Corp. agreed to use net proceeds to fund its SaaS artificial intelligence build-out. The issuance was conducted as an unregistered offering exempt under Section 4(a)(2) and Rule 506(b).
8-K Event Classification
4 items: 1.01, 2.03, 3.02, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Note principal: $51,500.00
Original issue discount: $1,500.00
Purchase price: $50,000.00
+5 more
8 metrics
Note principal
$51,500.00
Aggregate principal amount of convertible promissory note
Original issue discount
$1,500.00
Discount included in the $51,500.00 principal
Purchase price
$50,000.00
Cash purchase price paid by Lambda Ventures, LLC
Legal fee withholding
$5,000.00
Non-accountable sum withheld for Buyer’s legal fees
Interest rate
10% per annum
Interest on Note; first 12 months earned in full
Maturity
12 months
Note matures twelve months from the Issue Date
Default repayment premium
150%
Outstanding principal and interest due at 150% on default
Conversion discount
80% of lowest traded price
Conversion price based on 20 prior trading days
Key Terms
convertible promissory note, original issue discount, piggy-back registration rights, most-favored-nation provisions, +1 more
5 terms
convertible promissory note financial
"the Company issued and sold to the Buyer a convertible promissory note (the “Note”) in the aggregate principal amount"
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
original issue discount financial
"in the aggregate principal amount of $51,500.00 (which includes a $1,500.00 original issue discount)"
Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.
piggy-back registration rights financial
"including (among others) piggy-back registration rights granted to the Buyer"
A piggy-back registration right is a shareholder’s ability to include their shares in a company’s planned public offering so they can sell alongside the company. Think of it as hitching a ride on a bus the company already hired: it gives holders easier access to buyers and greater liquidity without the company having to arrange a separate sale. For investors this matters because it can make shares easier to sell but may increase the number of shares offered at once, which can affect the market price.
most-favored-nation provisions financial
"including (among others) piggy-back registration rights granted to the Buyer, most-favored-nation provisions"
Rule 506(b) regulatory
"was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and Rule 506(b) thereunder"
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What financing agreement did AERA’s AI Era Corp. enter into on April 28, 2026?
AI Era Corp. entered into a Securities Purchase Agreement with Lambda Ventures, LLC for a $51,500.00 convertible promissory note. The company received a $50,000.00 purchase price before a $5,000.00 withholding for the Buyer’s legal fees, creating a new short-term financing obligation.
What are the key terms of AI Era Corp.’s $51,500.00 convertible promissory note?
The Note carries 10% annual interest, with twelve months of interest earned upfront, and matures twelve months from the issue date. It is unsecured and convertible into common stock at 80% of the lowest traded price over the prior twenty trading days, subject to standard adjustments.
How is the conversion price of AERA’s note into common stock determined?
The Note converts into AI Era Corp. common stock at the holder’s option at a price equal to 80% of the lowest traded price on the principal market during the 20 trading days before the conversion date, with typical adjustments for splits and similar corporate actions.
What happens if AI Era Corp. defaults on the Lambda Ventures convertible note?
If an event of default occurs, the outstanding principal and accrued interest under the Note become immediately due and payable at 150% of the outstanding amount. Default triggers include missed payments, failure to deliver conversion shares, covenant breaches, bankruptcy events, and delisting-related issues.
How will AI Era Corp. use proceeds from the Lambda Ventures financing?
AI Era Corp. agreed to use the net proceeds from the Note for expenses related to its SaaS artificial intelligence build-out. The agreement restricts using funds for repayment of certain indebtedness or other specified restricted purposes, focusing the capital on product and platform development.
Was AERA’s convertible note issuance registered with the SEC?
No, the issuance of the Note and any common stock issuable upon conversion was unregistered. AI Era Corp. relied on an exemption under Section 4(a)(2) of the Securities Act and Rule 506(b), with no general solicitation or advertising used in connection with the transaction.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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