Introduction
GX Flex, a Zurich-based tech firm focused in AI/ML and Deep Learning Infrastructure, presents a Convertible Bond offering designed to provide strategic investment opportunities. This bond allows for conversion into equity at maturity, during a Series A financing round, or earlier if the company issues tokenized blockchain bonds without conversion rights. The structure is tailored to offer security and potential equity upside, aligning with GX Flex’s growth strategy.

Offering Summary
GX Flex seeks to raise between EUR 5M and EUR 25M through this Convertible Bond offering. The funds will be primarily allocated to capital expenditures (90%), focusing on high-performance AI servers (NVIDIA) and computing hardware for data centers, with the remaining 10% allocated to operational needs.
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The Convertible Bond is designed to provide a high yield, secured by the company's leasing infrastructure assets, with the flexibility to convert into equity either at maturity or during a future round Series A.
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Key Terms
Offering Size: This Bond offering seeks to raise between EUR 5M-25M, across multiple tranches.‍
Discount Rate: Investors will receive a 25% discount on the valuation during the convertion.
Interest Rate: The bond offers a competitive 15% annual interest rate (payable or convertible).‍
Collateral: The bond is up to 90% secured by GX Flex's Infraatructure Assets (HPC NVIDIA Hardware).
Duration 3 Years: Investors can opt for equity conversion or if already converted through earlier options.

The bond is structured to minimize risk through collateral backing, a predetermined discount rate, and clear conversion options, ensuring that bondholders have multiple avenues to secure their investment.

Valuation Info
‍The valuation for conversion will be determined based on a multiple of the company’s EBITDA, taking into account similar market valuations or the valuation established during the Series A round, whichever is applicable at the time of conversion.
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Equity Range
‍Investors will receive equity in the range of 24.17% to 30.21%, depending on the amount raised and the valuation at the time of conversion.

‍Pre-Money Valuation
The pre-money valuation for this offering ranges from EUR 12.75M to EUR 83.25M. This valuation is variable will be finalized based on the total amount raised during the Convertible Bond offering.

Conversion Floor: The Convertible Note includes a conversion floor of EUR 20M.
Max Cap: The Convertible Note is capped at EUR 63.75M if the maximum EUR 25M is raised.
Variable Cap: The cap is variable and will adjust based on the amount of funds raised.
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Conversion Options
Bondholders have three conversion options converting into equity at maturity, during a Series A financing round, or early conversion into tokenized blockchain bonds if issued prior to maturity.

Maturity Date: Bondholders can convert the bond into equity when it reaches its maturity.
Series A Round: Bondholders have the option to convert the bond into equity during the Series A
Early Conversion: If GX Flex issues tokenized blockchain bonds prior to the bond’s maturity, bondholders can opt for early conversion into these bonds. However, these bonds do not carry conversion rights.
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Tokenization of Convertible Bond
The tokenization process will be conducted under Switzerland’s DLT regime, providing enhanced liquidity and transparency. Tokenized bonds will be tradable on approved digital asset exchanges, subject to compliance with applicable regulations.

Regulatory Compliance
‍This offering, initially structured as a traditional convertible bond, will later be tokenized in compliance with Swiss regulations and the European Union’s Distributed Ledger Technology (DLT) framework. All investors must complete Know Your Customer (KYC) and Anti-Money Laundering (AML) procedures to ensure adherence to legal standards. Participation in this offering is limited to accredited investors, as defined by relevant regulatory authorities.

Miscellaneous
The terms and conditions of this offering are governed by Swiss law, providing a stable legal environment for investors. GX Flex reserves the right to amend these terms and conditions, with prior notice provided to bondholders. Any disputes arising from this offering will be resolved through arbitration under Swiss law.

Investor Acknowledgment
By participating in this Convertible Bond offering, investors acknowledge that they have reviewed, understood, and agreed to the terms and conditions outlined in this document. For more detailed information, investors are encouraged to consult the Virtual Data Room (VDR) provided by GX Flex.

‍Disclaimer
‍This information is for informational purposes only and does not constitute an offer to sell or a solicitation to buy securities. Participation is subject to the terms in the Convertible Bond Agreement. GX Flex reserves the right to amend the terms as required.