Sciuker Frames S.p.A. (BIT:SCK) announced that it has entered into a subscription agreement with Atlas Special Opportunities LLC for a private placement of one or more convertible bonds at a nominal value of €100,000 per bond for gross proceeds of up to €5,000,000 on March 3, 2020. The bonds bear a fixed interest rate of 3% per annum, payable quarterly until conversion, and are convertible into common shares of the company at a price equal to 95% of a 3-day average of the volume-weighted average price of the company's common shares during the 20 consecutive trading day period prior to receipt of the notice of conversion. The number of shares to be issued upon conversion will be determined by dividing the total amount of the bonds not converted for 95% of an average of 3 days of the average price weighted by the volume of the company's common shares during the 20 consecutive trading day period preceding the date of maturity. The bonds can be redeemed at par, at the option of the company or the investor, in advance at any time on the date that falls 3 trading days before the maturity date, in addition to accrued and unearned interest paid on that date. The bonds have a maturity date of two years from the date of issuance. The company will raise the funding in four tranches. The first and second tranches will be for proceeds of not less than €1,000,000 each, and not more than €2,000,000 each, the third tranche will be for proceeds not exceeding the lower of the positive difference between €5,000,000 and the total nominal amount of the previous tranche issued and €2,000,000, and the fourth tranche will be for proceeds equal to any positive difference between €5,000,000 and the total nominal amount of the previous tranches issued. Each tranche will include issuance of number of warrants equal to 30% of the nominal amount of each tranche divided by the average of the volume-weighted average price of the common shares of the company registered during the 30 days of open stock exchange prior to the receipt of a tranche issue. The company will issue maximum 4,000,000 warrants in the transaction resulting in maximum capital increase of €10,400,000 upon exercise. Each warrant entitles the holder to receive 1 common share of the company at an exercise price of €2.4 per share for the first 50% of the warrants exercised and of €2.8 per share for the remaining part. The warrants can be exercised in the period between August 1, 2021 and August 1, 2023. The investor may request to convert bonds into ordinary shares of the company within a maximum monthly limit of 20% of the nominal amount of each tranche, limit may be raised to 50% if the company fails to comply with certain financial parameters. On the maturity date, the bonds will be converted into ordinary shares by the company. On the issue date of each tranche, the company will pay to the investor a commission equal to 5% of the total value of each tranche. The transaction has been approved by the board of directors of the company, is subject to the approval of shareholders of the company, and is expected to close within 30 days from the date of signing of the subscription agreement.