Business Context and Reporting Period
This Form 6-K filing by Anghami Inc. covers the month of July 2025, specifically reporting on a corporate financing transaction dated July 25, 2025. The company, a foreign private issuer based in Abu Dhabi, announced the issuance of a senior unsecured convertible note to OSN Streaming Limited.
Key Financial Metrics
- Debt Issuance: $23,000,000 principal amount (Third Note).
- Interest Rate: 11.0% per annum, payable in kind (PIK).
- Maturity Date: December 16, 2027.
- Conversion Prices: $2.50 (before 1st anniversary), $2.75 (1st to 2nd anniversary), $3.00 (after 2nd anniversary or at maturity).
- Debt Covenants: Prohibits additional debt without OSN consent, except for working capital and receivable financing up to $20.0 million.
- Revenue/Profit/Cash Flow: The filing text does not provide a clear value for revenue, profit, cash flow, or margins.
Material Changes
The primary material change is the completion of the full principal amount issuance under the Convertible Note Purchase Agreement dated December 16, 2024. This Third Note follows the Initial Note ($12,000,000) and Second Note ($20,000,000). No additional notes may be issued under this agreement following this transaction.
Outlook, Risks, and Management Commentary
- Use of Proceeds: Net proceeds will be used for working capital, growth, and general corporate purposes.
- Conversion Mechanics: The note includes automatic conversion into ordinary shares at $3.00 per share on the Maturity Date. OSN may convert earlier at tiered prices but must provide 61 days' notice to convert accrued PIK interest.
- Risks and Contingencies: The note includes customary events of default that could accelerate maturity. The company is restricted from incurring new debt beyond the $20.0 million working capital exception without lender consent.
- Registration Rights: Shares issuable upon conversion are "Registrable Securities" under an agreement dated April 1, 2024.
Investor Verification Checklist
- Verify the total outstanding debt load including the Initial Note ($12M), Second Note ($20M), and Third Note ($23M).
- Confirm the impact of 11% PIK interest on future dilution and principal balance.
- Review the specific terms of the $20.0 million working capital financing exception to understand remaining borrowing capacity.
- Assess the dilution impact of the automatic conversion at $3.00 per share in December 2027.
- Check the company's current cash position to ensure it can meet operational needs given the restriction on new debt.