MIAMI, FL / ACCESS Newswire / December 18, 2025 / Luminar Media Group, Inc. (OTCID:LRGR) ("Luminar" or the "Company"), a diversified financial technology holding company focused on revenue-based financing through its Fortun platform, today announced that it has reached a comprehensive settlement with holders of its outstanding legacy convertible notes originating from the Luminar acquisition.
The legacy notes carried an aggregate principal balance of $391,590.85, which under their original terms were convertible at $0.01 per share, representing a potential issuance of 39,159,084 shares.
After extensive negotiations, the Company is pleased to announce that it has entered into a settlement under which all outstanding legacy notes have been fully satisfied and extinguished. Pursuant to the terms of the settlement, noteholders received a cash payment for the amounts due under the notes (principal plus interest) and an aggregate of 7,900,210 shares, representing a reduction of approximately 79.8% from the number of shares that would have otherwise been issuable under the original conversion terms.
In addition, as part of the settlement, all legacy note investors have agreed to a six-month lock-up period following any future listing of Luminar's common stock to a national exchange. Accordingly, no immediate additional free-trading shares were created as a result of this settlement.
"Resolving these historical liabilities represents an important milestone, " said Yoel Damas, President and Chief Executive Officer of Luminar Media Group, Inc. "This global settlement removes a legacy overhang from our cap table, reduces potential dilution by nearly 80%, and simplifies our capital structure."
This resolution completes Luminar's previously announced initiative to settle all $0.01 convertible notes associated with the Luminar acquisition, further strengthening its capital structure.
About Luminar Media Group, Inc.
Luminar Media Group, Inc. (OTC:LRGR) is a diversified financial holding company focused on revenue-based financing solutions through its Fortun family of subsidiaries - including FortunCo, Fortun Advance, Fortun Funding, and Fortun Online. Luminar provides working capital to small and mid-sized businesses underserved by traditional financial institutions, with a focus on minority-owned enterprises across the United States.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by terminology such as "may," "should," "could," "would," "will," "expect," "anticipate," "intend," "plan," "believe," "estimate," "continue," "potential," and similar expressions. Forward-looking statements in this press release include, without limitation, statements regarding the Company's expectations regarding the anticipated benefits of the settlement, including the reduction of potential dilution and the effect of the settlement on the Company's capital structure, and the potential application of the lock-up provision in connection with any future listing of the Company's common stock on a national securities exchange.
These forward-looking statements are based on current expectations and assumptions that involve risks and uncertainties, including, among others, that the settlement will result in the anticipated benefits; that the Company will account for the settlement as expected; that market, economic and competitive conditions will remain favorable; and that the Company will be able to maintain sufficient liquidity and operational flexibility. There can be no assurance that these assumptions will prove accurate.
Actual results could differ materially from those anticipated due to a variety of risks and uncertainties, including, without limitation, the risk that the anticipated benefits of the settlement are not realized to the extent expected; that the ultimate accounting or financial statement impact differs from expectations; changes in regulatory or legal requirements; general economic, market, and geopolitical conditions; and other risks described in the Company's filings with the Securities and Exchange Commission.
Except as required by law, Luminar Media Group, Inc. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Investor Relations:
James Carbonara
Hayden IR
(646) 755-7412
james@haydenir.com
SOURCE: Luminar Media Group, Inc.
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