Key Highlights

  • Identitii lodged a prospectus on 23 October 2026 offering Bonus Options at 92 per 100 shares held, up to a maximum of 4,435,019.
  • A$2.6 million of the A$5.0 million guaranteed under the convertible note Facility has been received, with the balance expected before 30 November 2026.
  • The Record Date is 29 October 2026 and bonus options are due to be issued on 5 November 2026.

Identitii Limited (ASX:ID8) lodged a prospectus on 23 October 2026 offering shareholders in Australia, New Zealand and Singapore bonus options at no cost, with a follow-on piggyback option for each bonus option exercised. In a separate announcement on 22 October it said that A$2.6 million of the A$5.0 million guaranteed under its convertible note facility has been received so far, with the balance expected before 30 November 2026.

Eligible shareholders will receive 92 bonus options for every 100 shares held at the record date of 29 October 2026, with a maximum of 4,435,019 issued. Each has an exercise price of A$0.001 and can be exercised from 6 May 2027 until 5.00 pm AEST on 7 June 2027. Each exercised bonus option produces one share and one piggyback option, which also carries a A$0.001 exercise price and expires on 7 July 2027. Neither class is to be quoted on ASX.

The offers raise no funds directly. Full exercise would bring in about A$4,435 for each class, or about A$8,870 in total, while offer expenses are estimated at A$13,556 and are paid from existing cash. The company lists its purposes as rewarding shareholders, helping offset dilution from conversion of the convertible notes, giving greater exposure to future success and removing trading restrictions on shares issued on exercise. If every option were exercised, shares on issue would rise from 4,820,673 to 13,690,711, and the prospectus says a non-exercising shareholder's stake would fall by about 65 per cent, before any note conversion.

Convertible note funding

The facility with The Blackstone Mercantile Group Ltd SAC, first announced on 7 July 2026, is described in the prospectus as up to A$20 million, of which A$5 million is guaranteed. Notes have a Face Value of A$1.00, expire on 12 August 2027 unless converted, and convert at A$0.375 for the first A$15 million and A$0.50 for the remainder, subject to a 19.99 per cent ownership cap. Identitii (ASX:ID8) issued 2,600,000 notes on 22 October, convertible into 6,933,333 shares.

Of the A$2.6 million received, A$1.0 million was redirected to Fairfax Partners Inc. for Investor relations services under the agreement. The investor has advised that it will pay the remaining A$2.4 million before 30 November 2026, with A$0.5 million of that also redirected to Fairfax. The company expects the revised timing to have no material impact on operations. If funds arrive after 12 November 2026, further Shareholder approval is required.

Business, litigation and risks

Identitii holds patents from its earlier blockchain-based payments technology. Its Subsidiary BNDRY Pty Ltd, which provides anti-money laundering and counter-terrorism financing compliance, identity verification and transaction monitoring, generates most of the group's revenue. The company's Patent case against JPMorgan Chase over a US patent was dismissed on 29 May 2026 and is under appeal. JPMorgan is seeking an exceptional case finding and about US$4 million in attorneys' fees.

The directors describe the securities as highly speculative. The FY26 financial report contains a material uncertainty about going concern, and the directors say completing the facility would fund working capital. Further risks include Revenue concentration among a small number of customers, competition from larger vendors and dilution. Bonus options lapse if not exercised by 7 June 2027, and no piggyback options would then be issued.

Dates

The ex-date is 28 October, the record date is 29 October and bonus options are due to be issued on 5 November 2026. The prospectus does not provide an Earnings forecast.