The AXONJAY 1A compartment of Spreds Finance would participate in the financing of AXONJAY BV/SRL planned between € 25,000 and € 1,000,000 (the "Capital Increase").

Of the total amount raised during the period of the offering, Spreds Finance will use an amount of € 500 per Participatory Notes for these purposes, subject to the fulfilment of the conditions for such placement.

The minimum subscription amount per investor is €500.
The minimum offering amount is €25,000.

The Notes will only be issued if, within 6 months from the Closing Date, the following listed cumulative and conditions precedent to the subscription of shares of AXONJAY by Spreds Finance (see below) are met:

- The total amount of commitments to subscribe to this Capital Increase is at least € 25,000 and not more than € 1,000,000.

- The Capital increase is based on a maximum pre-money valuation of €20,000,000.

- The AXONJAY 1A compartment of Spreds Finance participates in the Capital Increase in an amount equal to the result of the subscription of Notes of the AXONJAY 1A compartment. This amount must be a minimum of €25,000.

Spreds Finance verifies that such conditions precedent are met no later than 6 months after the Closing Date ("Effective Date"), i.e. 15/06/2024. In the event that one or more of these conditions are not met by the Effective Date, the Notes will not be issued and the Subscription Amount paid by the Investors respectively will be refunded no later than 15 business days after the Effective Date.

The subscription period begins on 31/10/2023 and ends on the Closing Date, which is in principle 15/12/2023.

It may be decided to extend the subscription period by 3 months (until 15/03/2024 at the latest), if the total amount of subscriptions on 15/12/2023 is at least €20,000.

The offering may be closed early once the minimum offering amount, of €25,000, has been reached.

Investors who have subscribed to the Participatory Notes before any extension of the subscription period will be notified by e-mail and will have the right to withdraw their investment for 4 calendar days, starting from the day of sending this e-mail.

The Participatory Notes will be issued on the date of the capital increase, if the conditions for issuing these Participatory Notes are met. That is, at the latest on 15/06/2024 if the subscription period ends on 15/12/2023. This may be earlier (if the offering closes early) or later (if the subscription period is extended).

This investment is eligible for a tax reduction for Belgian investors under the tax incentive on tax shelter for scale-ups. 

The reduction of up to 25% of the total nominal amount of the Participatory Notes invested will be applicable since the Underlying Assets are shares in a scale-up. 

The total tax benefit is therefore a maximum of €125 per Participatory Note. The available tax shelter budget is €750,000. 

The company has received convertible loans for a total amount of €900,000 in late 2021, 2022 and in early 2023, amongst others from LeanSquare (a Liège based investment fund who has a representative on the advisory board) and Finance&invest.brussels (“FIB” -the Brussels Regional Investment Company, which provides financial support to help private business set up, restructure and expand in the Brussels-Capital Region). The loans have a 3-year term (5 years for FIB) and bear an annual interest of 6%. 

Conversion conditions vary (depending on the case, the option to request conversion belongs either to AXONJAY and the lender individually, or to the lender alone. Depending on the case, AXONJAY has the option of waiving the conversion subject to certain conditions.). 

If no conversion takes place, the loans will be reimbursed. However, if a conversion into shares takes place, the investors are advised that a dilution will take place for all -at that time- existing shareholders, including the AXONJAY 1A compartment of Spreds Finance. It is possible that the lenders who convert will be given a discount on the pre-money valuation applicable during that financing round. Investors may note that it is entirely in line with market norms for convertible loan holders to subscribe at a discounted price per share. 

Please note that the percentages shown for the stake that the AXONJAY 1A compartment of Spreds Finance would hold AXONJAY do not take the future possible conversion of these loans (nor any interest on them which may be converted at the same time as the principal amounts) into consideration. 

The company has set up an employee stock option plan under which 2,800 subscription rights (the former 'warrants') have been issued which, when fully exercised, will lead to a maximum dilution (i.e., for all shareholders combined) of 15.3%.