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Shareholder Circular

1 March 202462 pages44,883 words

Summary

TinyBuild, Inc. is undertaking a critical fundraising initiative to raise approximately $14.16 million (£10.3 million) to address a severe liquidity crisis. The company, traded on the London Stock Exchange’s AIM market, faces a projected cash shortage by January 2024 driven by game delays at its Versus Evil subsidiary, a $3.5 million litigation settlement, and significant cost-reduction charges. Management warns that failure to secure these funds would likely necessitate US Chapter 11 insolvency proceedings, potentially resulting in a total loss for existing stockholders. The capital injection consists of a multi-part strategy: a placing and subscription of new shares, a $2 million private placement from Atari, and an open offer allowing qualifying stockholders to subscribe for up to 33,979,706 new shares. All shares are priced at 5 pence, representing a 100% premium to the closing price on December 20, 2023. CEO Alex Nichiporchik has committed to underwriting the fundraise up to $10 million. This support may increase his ownership stake from 37.8% to as much as 59.1%, requiring a "whitewash" waiver to exempt him from mandatory takeover bid requirements under the company’s charter. The proposed transaction involves significant dilution of approximately 109% for existing stockholders. Participation is subject to strict international securities laws, specifically excluding the United States and other restricted jurisdictions. A Special Meeting is scheduled for January 18, 2024, to approve the necessary resolutions, including the disapplication of pre-emptive rights. If approved, admission and commencement of new share dealings are expected on January 19, 2024, providing the essential liquidity required to stabilize the company’s operations and avoid insolvency.

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Shareholder Circular

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