9. Former name or former address, if changed since last report
None
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class
Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common
324,620,008
11. Indicate the item numbers reported herein
None
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DFNN, Inc.DFNN
PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and Sections 4.1 and 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Private Placement
Background/Description of the Disclosure
On 15 March 2024, the DFNN Board of Directors approved the authority to obtain private placements to raise additional capital of up to PhP 450M for the following: (a) to pay existing debts, (b) to expand the business by venturing into cybersecurity and Artificial Intelligence (AI) business and/or create or acquire new gaming platforms; and (c) to pay taxes and fees for issuance and listing of the new shares arising from the private placements.
The Board further granted exclusive authority to Nautilus International Management Corp. to subscribe and/or designate investors to the Private Placement. The Board authorized the President and/or Treasurer to accept the subscriptions and execute relevant subscription agreements thereto. The Board also delegated the authority to the management to set the price for the subscriptions. On 8 April 2024, the parties executed the Subscription Agreement setting forth the foregoing, including the subscription of 149,142,000 shares.
The Board also set the meeting of the shareholders on 17 May 2024 to ratify the private placements and approve the listing thereof.
Other Relevant Information
The disclosure is amended by updating the status of the Private Placement.
Filed on behalf by:
Name
Cyrus Richard Montesa
Designation
Chief Legal Counsel, Chief Compliance Officer, Data Protection Officer, and Assistant Corporate Secretary