Anghami Inc 6-K, filed Aug 21, 2023
Anghami Inc (ANGH)
About this 6-K
Anghami Inc filed this 6-K on August 21, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2023
Commission File Number: 001-41263
Anghami Inc.
(Exact name of registrant as specified in its charter)
16th Floor, Al-Khatem Tower,
WeWork Hub71
Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
| Form 20-F ☒ | Form 40-F ☐ |
Convertible Notes Sale
On August 21, 2023, Anghami Inc. (the “Company”) announced the sale of convertible notes in the aggregate principal amount of $5,000,000 (the “Convertible Note”) pursuant to a Convertible Note Purchase Agreement, dated August 16, 2023 (the “Note Purchase Agreement”), to SRMG Ventures (“SRMG”), the corporate venture capital arm of Saudi Research and Media Group, a leading Saudi-based integrated media group with a regional presence and listed on the Saudi Arabian exchange Tadawul (with ticker: 4210).
The Company intends to allocate the proceeds from the Convertible Note for working capital, growth and other general corporate purposes. SRMG has the option to purchase up to $5,000,000 in additional principal amount of Convertible Notes to increase the principal amount to a maximum of $10,000,000 in aggregate within 12 months after the issuance of the Convertible Note.
On August 21, 2023, the Company issued a press release announcing the sale of the Convertible Note, which is furnished as Exhibit 99.1 to this Form 6-K.
Prior to the issuance of the Convertible Note, the Company elected to adopt certain home country practices permitted for foreign private issuers in lieu of certain Nasdaq governance requirements applicable to U.S. domestic issuers.
A summary of the material terms of the Convertible Note and Note Purchase Agreement and a description of the home country practices adopted by the Company is furnished as Exhibit 99.2 to this Form 6-K.
EXHIBIT INDEX
| Exhibit | Description | |
| 99.1 | Press Release, dated August 21, 2023 | |
| 99.2 | Summary of Material Terms of the Convertible Note and Note Purchase Agreement; Description of Home Country Practices |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
| ANGHAMI INC. | ||
| Date: August 21, 2023 | ||
| By: | /s/ Edgard Maroun | |
| Name: | Edgard Maroun | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
Press Release
SRMG VENTURES ANNOUNCES STRATEGIC INVESTMENT IN ANGHAMI, MENA’S LEADING MUSIC AND ENTERTAINMENT STREAMING PLATFORM
| ● | SRMG Ventures, the venture capital arm of SRMG, makes its third investment with a $5 million investment in Anghami. | |
| ● | SRMG, the largest integrated media group in the Middle East and North Africa (MENA), is committed to fostering the region’s media and entertainment ecosystem by identifying market opportunities, meeting consumer demand and creating new revenue streams. | |
| ● | Anghami will leverage SRMG’s extensive media network to accelerate its growth by creating new experiences for users and opportunities for artists, and collaborating to expand the legal consumption of music and audio content in the MENA region. |
Riyadh, Saudi Arabia – August 21 2023: SRMG Ventures, the venture capital arm of SRMG, has today announced a $5 million investment in Anghami, the leading music and entertainment streaming platform in the MENA region. An investment by the MENA region’s largest integrated media group in Anghami, marks a significant development in the region’s rising music and audio industry. SRMG Ventures will bolster Anghami's growth trajectory through its extensive media reach, content library, and portfolio of leading assets in audio/podcasts and enable it to capture a larger share in the fast-growing sector that is forecasted to reach $700m in 2026*.
Anghami has established itself as the region’s leading music and entertainment streaming platform. With 120 million registered users (a significant increase from 75 million users in 2021), a substantial subscriber base and a catalogue comprising more than 100 million songs, Anghami is the go-to platform for Arabic and International music, podcasts and entertainment.
Since launching in 2012, Anghami has broadened its portfolio beyond music streaming. It now provides in-house productions, branded music and video content, concerts and live events, a record label for Arab artists, podcasts, a music lounge with live entertainment, exclusive and original Arabic content, along with its renowned music streaming service.
SRMG Ventures’ investment in Anghami reflects its unique and leading position in the promising music and audio segment of the media industry. The MENA music and audio industry is forecasted to grow at a CAGR of 11%*, outpacing the global market. This rapid growth, further highlighted by the rising prominence of Arab stars and local talent, coupled with the strategic presence of international labels including Warner, Universal, and Sony, is cementing MENA's position as a pivotal player in the global music landscape.
Anghami’s breadth of data and its leading distribution capabilities present compelling collaboration opportunities with SRMG. Billboard Arabia, the latest addition to SRMG’s media portfolio, will introduce several charts using data from the leading digital streaming platforms – including Anghami – to highlight the artists and songs driving the global and regional music industry. In addition, Thmanyah, Independent Arabia, and Hia, all notable audio content creator outlets under SRMG, are already present within the Anghami platform, setting the stage for continued collaboration between SRMG and Anghami.
Jomana R. Al-Rashid, CEO of SRMG, said: “Audio consumption is growing fast in the MENA region. In 2022 alone, the market size for audio increased by 35%. This demand coupled with the commercial opportunity it presents makes digital audio and media one of the investment priorities for SRMG Ventures. These opportunities are also demonstrative of our strategy and commitment to support and develop the media ecosystem, act as a catalyst for further growth and enhancement of SRMG’s offerings and services. Today, Anghami has been able to secure one of the largest user bases in audio streaming in the region, and has developed an impressive platform with extensive technological capabilities – a testament to the leadership of founders Elie Habib and Eddy Maroun. We’re looking forward to working closely with the Anghami team to realize our shared vision of elevating the region’s media and entertainment industry.”
Eddy Maroun, Co-founder & CEO of Anghami, said: “This investment from SRMG Ventures marks a significant milestone for Anghami. We have continually evolved to meet our audience’s changing demands and support the region’s rising entertainment and music industry. Working together with SRMG, a leader and innovator in regional media, Anghami will be able to unlock further opportunities to champion the music ecosystem. This partnership will propel regional artists to greater heights, expand their global reach, and create new touchpoints for our users and artists alike.”
SRMG Ventures’ investment in Anghami aligns with the Group’s strategy to invest in businesses and areas of commercial growth, focusing on media creators, immersive and interactive entertainment, and digital media platforms and enablers that are at the forefront of technological and creative innovation. SRMG Ventures inaugural investments included Telfaz11, a Saudi based creative media studio, and Vuz, a leading VR-enabled social media application. As part of the investment agreement, SRMG will be invited to join Anghami's board of directors and will have the opportunity to increase its investment in Anghami in the future.
References:
| * | As per PwC's Global Entertainment & Media Outlook 2022-2026 for Saudi Arabia, UAE, Egypt, and Rest of MENA |
ABOUT SRMG:
SRMG is the largest integrated media group from the MENA region. With a +50-year legacy responsible for many regional firsts, SRMG has built a portfolio of over 30 outlets – including Asharq Al-Awsat, Asharq Network which includes Asharq News and Asharq Business with Bloomberg, Arab News, Independent Arabia, Sayidaty, Hia and more.
Through its diversified platforms, SRMG brings quality news and information to an audience of millions across 4 continents in 7 languages. SRMG provides access to the biggest stories and issues, including exclusive news and in-depth analysis in an innovative way to help convey all regional and global events.
A champion of regional creativity, ideas, and innovation, SRMG has now expanded beyond media - diversifying its business to include book publishing, events and experiences, research and advisory, content production, venture capital and more. Leveraging its experience and knowledge of the region - and supported by global talent and partners - SRMG aims to unlock the possibilities of the future.
For more information, please visit: https://www.srmg.com, or contact:
Media Contact:
Anthony Dykes
Senior Communications Manager, SRMG
Email: anthony.dykes@srmg.com
Mobile: +966 53 780 3028
ABOUT ANGHAMI:
The first, most established and fastest growing music technology platform in the Middle East and North Africa region, Anghami is the go-to destination for Arabic and International music, podcasts and entertainment. With an extensive ecosystem of music, podcasts, events and more, Anghami provides the tools for anyone to create, curate and share their voice with the world. Launched in 2012, Anghami was the first music-streaming platform in MENA to digitize the region’s music. Today, it has the largest catalog comprising more than 100 million songs and licensed content from leading Arabic labels, independent artists and global distributors, available for 120 million registered users. Anghami has established 40+ telco partnerships to facilitate subscriptions and customer acquisitions, in parallel to building long-term relationships with, and featuring music from, major music labels including Universal Music Group, Sony Music Entertainment, Warner Music Group and the Merlin Network. Anghami is constantly licensing and producing new and original content. Headquartered in Abu Dhabi, Anghami has offices in Beirut, Dubai, Cairo, and Riyadh and operates in 16 countries across MENA. It has recently expanded into the US and Canada, with Europe in the pipeline. It is the only service available in English, Arabic and French, and remains close to its customer base, not only thanks to its pan-regional presence but also via the 56 million user data points it generates every day.
To learn more about Anghami, please visit: https://anghami.com, or contact:
Media Contact:
Marian Bahader
press@anghami.com
Investor Relations:
ir@anghami.com
Exhibit 99.2
Key Terms of the Note
On August 16, 2023, Anghami Inc. (the “Company”) sold and issued to Saudi Research and Media Group (“SRMG”) a senior unsecured convertible note (the “Convertible Note”) in the principal amount of $5,000,000, which is convertible into Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), subject to certain conditions and limitations set forth in the Convertible Note. The Company sold and issued the Convertible Note pursuant to a Convertible Note Purchase Agreement, dated as of August 16, 2023 (the “Note Purchase Agreement”), between the Company and SRMG. The Company will use the net proceeds from the Convertible Note for working capital, growth and other general corporate purposes.
The Convertible Note
The Convertible Note contains customary events of default, bears interest at a simple rate of 11.0% per annum, due and payable in full three years following the date on which the Convertible Note is deemed issued (the “Maturity Date”), unless earlier repurchased, converted or redeemed prior to such date in accordance with the applicable terms set forth in the Convertible Note.
Subject to any limitations under the rules of The Nasdaq Stock Market LLC (“Nasdaq”), SRMG will have the option to convert the Convertible Note at any time prior to the Maturity Date into a number of Ordinary Shares per $1,000 of principal and accrued and unpaid interest of the Convertible Note based on the following conversion formula: $1,000 divided by the higher of (i) $2.50 and (ii) the volume weighted average price of the Ordinary Shares for the 30-day period immediately preceding the conversion date multiplied by 0.80 (subject to adjustments as provided in the Convertible Note, the “Fixed Conversion Rate”). On or after the Maturity Date, SRMG has the right to convert all or any portion of the outstanding principal amount of the Convertible Note plus accrued and unpaid interest at the Fixed Conversion Rate in lieu of demanding payment.
In the event of a fundamental change (which is generally defined in the Convertible Note to included, among other events, a change in control of the Company, liquidation of the Company, certain delisting events and mergers by the Company), SRMG may require the Company to either convert the outstanding principal amount of the Convertible Note plus accrued and unpaid interest at the Fixed Conversion Rate or repurchase the Convertible Note for cash at a price equal to 120% of the outstanding principal amount of the Convertible Note plus accrued and unpaid interest.
In the event that the Company is required by Nasdaq to delist its Ordinary Shares from the Nasdaq stock market, SRMG has the right to require the Company to convert the outstanding principal amount of the Convertible Note plus accrued and unpaid interest into a number of Ordinary Shares per 1,000 of principal and accrued and unpaid interest of the Convertible Note, a number of Ordinary Shares equal to the lower of (x) $2.50 per share and (y) the volume weighted average price of the Ordinary Shares for the 30-day period immediately preceding the date on which Nasdaq announces its final determination to delist the Company’s Ordinary Shares (subject to adjustments as provided in the Convertible Note).
The Convertible Note includes covenants restricting the Company’s ability to, without SRMG’s consent and subject to certain exceptions included in the Convertible Note, (i) incur indebtedness of any kind that is pari passu or senior to the Convertible Note other than a working capital permitted indebtedness of $10,000,000, (ii) amend its charter documents in any manner that adversely affects any rights of SRMG, (iii) repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Ordinary Shares or equivalents thereto, (iv) repay, repurchase or offer to repay or repurchase any indebtedness for borrowed money of any kind incurred after the date the Convertible Note is issued or held by any related party or affiliate of the Company, (v) pay cash dividends on any of the Company’s equity securities, (vi) enter into any related party transactions other than for operational purposes, (vii) permit the Company’s consolidated cash balance to fall below $1,000,000 or (viii) lower the exercise price of any existing warrants.
The Note Purchase Agreement
The Note Purchase Agreement contains customary registration rights, representations, warranties, covenants and indemnification obligations by Anghami and SRMG.
The Note Purchase Agreement also provides SRMG with the right to purchase up to an additional $5,000,000 additional principal amount of the Convertible Note within 12 months of the closing.
The Company also granted SRMG registration rights with respect to the Convertible Note, which generally require the Company to file a shelf registration statement with respect to the Convertible Note within eight months of the date of the Note Purchase Agreement subject to certain customary terms and conditions.
Director Designation Agreement
Additionally, pursuant to the Note Purchase Agreement, Anghami and SRMG will enter after closing into a Director Designation Agreement (the “Director Designation Agreement”), pursuant to which the Company shall take all necessary action to cause a member designated by SRMG to remain on, or otherwise be appointed to, the board of directors of the Company for so long as SRMG continues to beneficially own at least 75% of the aggregate principal amount purchased by SRMG of the Convertible Note or the Company’s Ordinary Shares that may be issued upon conversion of at least 75% of the aggregate principal amount purchased by SRMG of the Convertible Note.
Adoption of Home Country Practice
As of the date of the issuance, the Convertible Note is convertible into 2,000,000 Ordinary Shares of the Company at a conversion price of $2.50; however, the conversion price is subject to a customary broad-based weighted average anti-dilution provision for certain issuances of Ordinary Shares by the Company that are deemed dilutive under the terms of the Convertible Note. As a Cayman Islands exempted company listed on the Nasdaq Stock Market, we are subject to the Nasdaq listing standards. However, the Nasdaq Stock Market Rules permit a foreign private issuer, such as the Company, to follow the corporate governance practices of its home country. We have utilized the exemption afforded by Nasdaq Listing Rule 5615(a)(3) to follow home country practice in lieu of certain requirements, including the requirement to obtain shareholder approval before entering into any transaction, other than a public offering, involving the sale, issuance or potential issuance by the Company of Ordinary Shares (or securities convertible into or exercisable for Ordinary Shares) equal to 20% or more of the outstanding Ordinary Shares of the Company or 20% or more of the voting power outstanding before the issuance at a price less than the minimum price determined pursuant to Nasdaq Listing Rule 5635(d). Our shareholders may be afforded less protection than they would otherwise enjoy under the Nasdaq listing standards applicable to U.S. domestic issuers given our reliance on the home country practice exception.