RedCloud repays convertible notes, whose principal was adjusted to $4,987,489, with shareholder loan
Key Facts
RedCloud Holdings said on October 26, 2026, that it had repaid all amounts due under its convertible notes issued in February 2026, and said the notes had been settled and cancelled. The company financed the repayment with proceeds from a shareholder loan it described as non-dilutive, without disclosing the loan’s amount or terms. It also said it plans to cancel the registration of unsold ordinary shares associated with the notes under the applicable registration statement. The repayment removes these notes from the company’s convertible obligations, but does not mean its other debt or liabilities have disappeared. The announcement comes as the company has disclosed financing pressure and reliance on shareholder support.
The notes had an aggregate original principal of about $4,347,826.08 when issued in February 2026 and were convertible into ordinary shares. In June, their aggregate principal was adjusted to $4,987,489, and the conversion price was lowered to $0.57 per share. According to the company’s annual report, the notes carried 7% annual interest and were scheduled to mature on March 1, 2027, unless converted, redeemed or extended early under their terms. The repayment therefore came before the scheduled maturity date and, according to the company’s announcement, ended its obligations under the notes. The announcement did not specify the amount actually paid to settle them.
First-half 2026 data show some of the financing backdrop: revenue rose $6.0 million year over year to $24.0 million in the six months ended June 30. Over the same period, the company used $8.2 million in operating activities and $1.3 million in investing activities. Cash and cash equivalents were $0.8 million on June 30, against $19.9 million in trade and other payables and accrued amounts. The company also disclosed a shareholders’ deficit of about $20.6 million as of that date. It said available liquidity might not be sufficient to fund day-to-day operations until it reached profitability, putting the new shareholder loan in the context of its financing needs.
In its first-half disclosure, the company had said it had $6.6 million remaining under an at-the-market financing agreement and about $27.0 million available under an equity line of credit. It noted that drawdowns under these facilities depend on market conditions, the share price and contractual terms. It also announced plans to raise up to an additional $20.0 million through a private or public offering of debt or equity instruments. After June 30, it said it had received about $2.0 million from a private placement to shareholders, along with additional shareholder loans of $1.3 million. It warned that if its fundraising efforts failed or it could not extend its obligations to suppliers, it might lack sufficient liquidity to continue funding operations beyond October 2026.
Separately, RedCloud disclosed on October 15 that Nasdaq had decided to begin delisting proceedings against its shares after it failed to regain compliance with the minimum bid price requirement. It said it received the decision on October 13 and requested a hearing; the request stays any trading suspension or delisting while the panel considers and decides the matter. The company had said delisting would take effect on October 22 if it did not request an appeal by October 20, then said it had appealed the decision on October 14. It plans to submit a compliance plan to a Nasdaq panel that includes a commitment to a reverse stock split and a request for shareholder approval to consolidate shares at the annual general meeting scheduled for October 30, 2026. If shareholders approve, the company expects the consolidation to take effect on or around November 13.
The latest available close before the repayment announcement was $0.0761 for RCT on October 23, 2026, according to EL7 data. The stock closed at $0.0824 on October 19, $0.084 on October 20, $0.082 on October 21 and $0.0785 on October 22. This sequence describes closing-price movements over the four days before the latest close, without attributing them to the repayment announcement, which came later. The terms, cost and repayment schedule of the shareholder loan remain details the company’s announcement did not provide. Attention on the listing issue now turns to the Nasdaq hearing and the shareholder meeting scheduled for October 30, ahead of the expected share consolidation in November.