On 15 December 2025, a Cayman Islands company called OSN Streaming Limited handed back a stack of loan notes and received 2,376,171 newly issued shares in Anghami Inc, the Nasdaq listed parent of the Middle East and North Africa’s largest home grown music streaming service. The notes had a face value of USD 55,000,000. With capitalised interest on top, that exchange took OSN from a controlling shareholder to an overwhelming one, at 67.01 per cent, and expanded Anghami’s share count from 6,686,470 to 9,064,808.
Six months later, on 30 June 2026, the same OSN offered to buy every share it did not already hold at USD 3.39 each, and take Anghami private.
No song moved. No master recording, no composition, no catalogue and no publishing interest changed hands in either step. What changed was who owns the company that holds the licences.
How the debt became equity#
Anghami entered the facility on 16 December 2024: a senior unsecured convertible note programme with OSN for a total principal of USD 55,000,000, drawn in full as USD 12,000,000 on 16 December 2024, USD 20,000,000 on 7 February 2025 and USD 23,000,000 on 25 July 2025.
Interest ran at a fixed 11.0 per cent a year, payable in kind: not paid in cash but added to principal every month, so the sum convertible into shares grew on its own. The filing documenting the final tranche also records a covenant barring Anghami from further debt without OSN’s consent, apart from working capital and receivable financing up to USD 20.0 million. The company’s largest shareholder was also the lender, holding a veto over borrowing from anyone else.
The conversion price was tiered: USD 2.50 a share before the first anniversary of the initial funding date, USD 2.75 between the first and second anniversaries, and USD 3.00 after that, with automatic conversion at USD 3.00 at maturity. Those are pre split figures.
The price nobody wrote down#
Here is the gap. Anghami’s 2025 annual report says only that “the total amount converted was the original principal plus capitalized and accrued PIK Interest”, settled by issuing 2,376,171 ordinary shares with fractional entitlements paid in cash. The phrase “conversion price” does not appear in that document. The price at which USD 55,000,000 of debt turned into two thirds of a listed company is not disclosed.
It can be bounded. What follows is this publication’s arithmetic, not a figure any filing states. Anghami ran a one for ten reverse stock split on 1 August 2025, so the USD 2.50 tier became USD 25.00 and the USD 2.75 tier became USD 27.50. At USD 25.00, 2,376,171 shares implies a converted total of USD 59,404,275, and therefore about USD 4,404,275 of accrued interest. Compounding 11.0 per cent monthly on each tranche from the day it was drawn to 15 December 2025 produces roughly USD 4,345,463, an implied USD 24.98 a share, which is USD 25.00 to within a rounding error.
The next tier does not work. USD 27.50 a share would require USD 10,344,703 of accrued interest, and the entire USD 55,000,000 could not have generated more than about USD 6,364,536 even if every dollar had been outstanding a full twelve months. Two of the three tiers are arithmetically impossible. The conversion happened at the cheapest.
That tier was available only before 16 December 2025, and here the documents disagree with themselves. The management discussion dates the conversion to 15 December 2025, following a notice of intention given on 14 October 2025. Note 19 to the audited financial statements in the same report says the notes converted “as at December 16, 2025”. One day apart, and that day is exactly the line between paying USD 25.00 a share and paying USD 27.50. This is not two outlets disagreeing. It is one audited filing disagreeing with itself, on the date that sets the price.
Shareholders had approved that consolidation on 22 July 2025 by 36,985,507 votes in favour, none against and none abstaining, on a 55.30 per cent quorum. A unanimous vote is what a register looks like when one holder controls the majority and turns up. It took effect on 1 August 2025, par value rose from USD 0.0001 to USD 0.001, and the stated purpose was to clear the Nasdaq minimum bid price threshold. So the USD 3.39 now on the table is post split money, about 34 cents against the old share count.
The company being bought is not a rights owner#
Anghami does not own music. Its risk disclosures record licences to stream sound recordings from Universal Music Group, Sony Music Entertainment and Warner Music Group, and from regional labels including Rotana Music. For compositions it takes mechanical and public performance licences through collecting societies or directly from publishers. It is a licensee at both layers: it neither owns nor administers the copyrights it streams, and a change in who owns Anghami moves none of them.
The filings do define where those licences bite. Anghami’s stated “MENA Operating Area” names sixteen territories, six of them African: Algeria, Egypt, Libya, Morocco, Sudan and Tunisia. Across that area, it says, mechanical rates are set “through a ratemaking process conducted on a case-by-case basis based on negotiating each deal”. There is no statutory rate; every rate is whatever was negotiated.
Then comes the sentence that ought to be read aloud at every North African rights conference. Because in many MENA countries “there are no collection societies”, the company writes, it “cannot guarantee that our licenses with the existing few collecting societies and/or our direct licenses with publishers provide full coverage for all of the musical compositions we make available to our users in such countries.”
That is a Nasdaq listed streaming service telling the Securities and Exchange Commission, in an audited annual report, that it may stream compositions in six African markets without full licence coverage. It frames this as a legal risk to itself. Read from the other end, it describes songwriters whose work is streamed with no society positioned to collect for it.
A Warner Bros. Discovery director with a North Africa remit#
One correction to this publication’s own earlier record. We previously noted that Warner Bros. Discovery, which holds a disclosed 19.84 per cent of OSN Streaming Limited, was not shown in any document we had checked as holding a board seat at Anghami. That is now wrong. A filing dated 24 July 2025, and the FY2025 annual report, both record that James Cooke joined the Anghami board effective 23 July 2025. He is Group Senior Vice President and General Manager for CEE, North Africa and Turkey at Warner Bros. Discovery.
The stake remains one level up, in OSN rather than Anghami, and no document reviewed gives Warner Bros. Discovery any rights relationship with Anghami’s catalogue. But the board seat exists, and the executive holding it carries North Africa in his title.
The financial backdrop#
Anghami reported a net loss of USD 89,571,559 for 2025. Current liabilities exceeded current assets by USD 43,284,553, total liabilities exceeded total assets by USD 26,026,249, and the auditors recorded substantial doubt about the group’s ability to continue as a going concern. Amounts due to related parties stood at USD 50,596,800 at the year end.
That is the context for an 11 per cent lender who is also the controlling shareholder, and for a USD 3.39 take private offer. The board appointed three independent directors, Nathan Scott Fine, Guergui Saykov Stoyanov and Chiara Marcati, as a special committee under Fine. It can reject the proposal outright.
What this means for artists#
If you are a Moroccan, Egyptian, Tunisian, Algerian, Libyan or Sudanese artist on Anghami, three things follow, and one does not.
First, your rights are untouched. Whoever ends up owning Anghami owns a licensee. Your masters and your publishing stay exactly where they were, and no clause in a convertible note reaches your copyright.
Second, your counterparty risk is real and disclosed. A platform carrying a going concern warning, a negative net asset position and USD 50.6 million owed to related parties is one whose ability to pay through a full royalty cycle is a live question. If a distributor or label collects from Anghami on your behalf, reconcile those statements now.
Third, the licensing gap is the one to press on. The company has stated in a regulatory filing that it cannot guarantee full composition coverage where there are no collecting societies. Songwriters in those six African markets now have a documented admission that the collection infrastructure around them is incomplete, which is firmer ground for anyone arguing for a functioning society in Egypt, Morocco or Tunisia than the usual anecdote.
What does not follow is any change in rate. Nothing in these filings sets, raises or lowers what an artist is paid per stream. A change of control at the parent is not a change to a licence.
What could not be established#
The conversion price is not stated in any filing reviewed, and the reconstruction above is arithmetic, not disclosure. Which of the two conversion dates is correct could not be resolved: both sit in the same document and neither is corrected elsewhere. Whether the conversion prices were formally restated for the split could not be confirmed, although the 29 July 2025 filing says all such prices would be proportionately adjusted. The special committee’s advisers are not named. As at 7 September 2026 the issuer’s record carries nothing after 14 August 2026: no merger agreement, no Schedule 13E-3, no sign the committee has reached a view. The proposal is preliminary and non binding, and may never complete.
