PRESS RELEASE
SOCIETÀ EDITORIALE IL FATTO S.P.A.:
Signed an investment agreement in Kikero Inc, a U.S. start-up that owns an application aimed at enhancing learning speed through the use of artificial intelligence.
SEIF will acquire 10% of the share capital
Total investment value of €300.000
Rome, December 9Th 2024 - Notice is hereby given that today Società Editoriale Il Fatto S.p.A. ("The Company" o "SEIF") media content provider and publisher of various editorial and multimedia products, a company whose shares are traded at Euronext Growth Milan, a multilateral system organized and managed by Borsa Italiana S.p.A., and at Euronext Growth Paris, signed an investment agreement to acquire 10% of the share capital of Kikero Inc, a U.S. start-up founded by neuroscientist and researcher Giulio Deangeli that owns an application aimed at enhancing learning speed through the use of artificial intelligence ("Kikero Transaction" or "Transaction").
In particular, as part of a broader investment plan - to be developed jointly with other investors - SEIF has signed a simple agreement for future equity (so-called SAFE "SAFE"), i.e., an investment contract through which the investor (safe holder), in exchange for the cash contribution paid in favor of the start-up, acquires the right to convert its investment into equity at a discounted price and upon the occurrence of specific events (so-called liquidity events or equity financings).
The total value of the prospective investment is for SEIF a total of 300.000 euros to be paid over a period of 18 months from the date of subscription. The Company's financial commitment is, in particular, structured (i) for an amount equal to Euro 250.000 in cash and (ii) for the remaining Euro 50.000 by means of a contribution in so-called media activities for equity (promotion and advertising by SEIF throughout the whole national territory of the app under development).
It should be noted that the contract provides for the possibility for SEIF to stop the disbursement of further tranches in the event there are delays in the development and/or delivery of the Kikero app with respect to the milestone schedule previously defined between the parties, without prejudice to the right to convert the previous tranches already paid into equity.
The Transaction constitutes a related party transaction because SEIF's Independent Director Giulio Deangeli is the majority shareholder of Kikero with a participation representing 57% of the share capital and Chairman of the Board of Directors, CEO and legal representative of Kikero.
The Transaction does not fall under transactions of greater significance pursuant to Article 4, paragraph 3, letter c) of the Procedure for Related Party Transactions approved by the Company's Board of Directors at its meeting on August 7, 2019, and entered into force as of the date of commencement of trading of the Company's ordinary shares on Euronext Growth Milan, and subsequently amended most recently on October 31, 2023 ("RPT Procedure").
It should be noted that the Transaction has been submitted to the Company's Board of Directors for approval subject to the non-binding reasoned opinion of the Related Parties Committee on the Company's interest in the fulfilment of the related-party transaction as well as on the convenience and substantive fairness of the related conditions, as provided for in Article 3, Paragraph 7 of the RPT Procedure.
The application being developed by Kikero enables the generation of customized mnemonics capable of increasing memorization capabilities and consequently improving the user's learning potential. The Kikero project is also directed to an international market and has the objective of developing synergies related to both the Training branch and SEIF's publishing products with consequent potential for revenue development.
Cinzia Monteverdi, President and CEO of SEIF, said, "The scope of activities that Kikero is developing have - in prospective line - interesting synergies with both the School of Fact and our publishing products. This is why I am happy with the understanding reached with the founder. SEIF has always paid attention to the development of new technologies and the potentials arising from the application of Artificial Intelligence in the world of media."
For the dissemination of regulated information SEIF uses the 1INFOSDIR dissemination system (www.1info.it), operated by Computershare S.p.A. having its registered office in Milan, Via Lorenzo Mascheroni No. 19 and authorized by CONSOB.
This press release is available in the Investor Relations/Comunicati Stampa section of www.seif-spa.it and at www.1info.it.
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SOCIETÀ EDITORIALE IL FATTO S.P.A. (SEIF) is an independent media company, founded in Rome in 2009 and led by Cinzia Monteverdi, president and CEO. The company is the publisher of several editorial and multimedia products, including Il Fatto Quotidiano, a newspaper founded by Antonio Padellaro and directed by Marco Travaglio, the news site ilfattoquotidiano.it and the monthly MillenniuM, directed by Peter Gomez, and the publishing house Paper First, directed by Marco Travaglio. Recently SEIF has embarked on a process of diversification to become more and more an all-round media content provider, kicking off a strategy of developing of its products in digital key and data-driven and of TV production with its subsidiary Loft produzioni Srl.
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https://www.actusnews.com/documents_communiques/ACTUS-0-89112-seif-press-release-9-december.pdf
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