Deal sheet
- Status
- Completed. The separate OSN going private proposal of 30 June 2026 remains non binding and unresolved.
- Type
- Investment
- Parties
- Anghami, OSN Streaming Limited
- Amount
- USD 55,000,000 principal drawn in three tranches, converted together with capitalised and accrued payment in kind interest at 11.0 per cent into 2,376,171 ordinary shares. The conversion price is not stated in any filing reviewed. The equity credited on conversion was USD 56,956,480, being USD 2,376 of share capital and USD 56,954,104 of share premium.
- Rights covered
- Equity in Anghami Inc, the Nasdaq listed parent of the Anghami streaming service, issued on conversion of a senior unsecured convertible note. No master recording, composition, catalogue or publishing right was transferred. Anghami owns no music rights in its own name: it holds licences to stream sound recordings from Universal Music Group, Sony Music Entertainment, Warner Music Group and regional labels including Rotana Music, and obtains mechanical and public performance licences for compositions from collecting societies or directly from publishers. A separate content licence agreement dated 1 April 2024 has OSN Group sublicensing video content to Anghami for the OSN+ platform against fees on a fixed annual schedule.
- Territory
- Anghami Inc is a Cayman Islands exempted company listed on Nasdaq and headquartered in Abu Dhabi, United Arab Emirates, with offices in the UAE, Saudi Arabia, Egypt and Lebanon. Its stated MENA Operating Area covers Algeria, Bahrain, Egypt, Iraq, Jordan, Kuwait, Lebanon, Libya, Morocco, Oman, Palestine, Qatar, Saudi Arabia, Sudan, Tunisia and the UAE, of which six are African: Algeria, Egypt, Libya, Morocco, Sudan and Tunisia. OSN Streaming Limited is a Cayman Islands exempted company.
- Announced
- 2025-12-15
- Primary document
- Regulatory filing
- Sources
- Anghami Inc, Form 20-F for the year ended 31 December 2025, filed 30 April 2026 (accession 0001213900-26-050335): the convertible note facility and its three drawdowns, the 15 December 2025 conversion into 2,376,171 ordinary shares, Note 19 issued capital showing the movement from 6,686,470 to 9,064,808 shares, the 67.01 per cent post conversion holding, the reverse stock split, the going concern paragraph and the licensing structure · Anghami Inc, Form 6-K filed 25 July 2025: the third note of USD 23,000,000, the 11.0 per cent PIK rate, the USD 2.50 / USD 2.75 / USD 3.00 conversion tiers, the 16 December 2027 maturity, the additional debt covenant and the USD 20.0 million working capital carve out · Anghami Inc, Form 6-K filed 22 July 2025, Item 5.07: shareholder approval of the one for ten reverse stock split, 36,985,507 for, 0 against, 0 abstain, 55.30 per cent quorum · Anghami Inc, Form 6-K filed 29 July 2025: reverse split effective after close on 1 August 2025, split adjusted trading from 4 August 2025, new CUSIP G0369L200, par value USD 0.0001 to USD 0.001, Nasdaq minimum bid price compliance as the stated purpose · Anghami Inc, Form 6-K filed 24 July 2025: appointment of James Cooke, Group Senior Vice President and General Manager for CEE, North Africa and Turkey at Warner Bros. Discovery, to the board effective 23 July 2025 · Anghami Inc press release dated 30 June 2026, Exhibit 99.1 to Form 6-K: the USD 3.39 per share non binding going private proposal from OSN, and the naming of Nathan Scott Fine, Guergui Saykov Stoyanov and Chiara Marcati to the special committee · Anghami Inc, Form 6-K filed 30 June 2026 furnishing that press release · Anghami Inc, Form 6-K filed 14 August 2026: resignation of director Michael Johnson effective 10 August 2026 and appointment of Guergui Stoyanov as chairman of the audit committee. Latest filing on the issuer's EDGAR record as at 7 September 2026 · SEC EDGAR submissions index for Anghami Inc, CIK 0001871983, checked 7 September 2026: no filing after 14 August 2026 and no definitive merger agreement or Schedule 13E-3 on the record
Read this before citing: The price at which the notes converted is not stated in any filing reviewed. Anghami's FY2025 Form 20-F records only that "the total amount converted was the original principal plus capitalized and accrued PIK Interest" and that the conversion was executed by the issuance of 2,376,171 ordinary shares, with fractional shares paid in cash. The word "conversion price" does not appear in that annual report.
This publication's own arithmetic, which is a reconstruction and not a disclosed figure, points to the lowest of the three contractual tiers. At USD 25.00 per share post split, the USD 2.50 tier adjusted for the one for ten split, 2,376,171 shares implies a converted total of USD 59,404,275 and therefore USD 4,404,275 of accrued payment in kind interest. Compounding 11.0 per cent monthly on each tranche from its own drawdown date to 15 December 2025 produces approximately USD 4,345,463, an implied USD 24.98 per share. The next tier up, USD 27.50 post split, would require USD 10,344,703 of accrued interest, which exceeds the USD 6,364,536 maximum that the entire USD 55,000,000 could have accrued had it all been outstanding for a full twelve months. That tier is therefore arithmetically excluded. The USD 25.00 tier was available only before the 16 December 2025 first anniversary.
The same annual report gives two different conversion dates. The operating and financial review says the conversion occurred on 15 December 2025 following a notice of intention dated 14 October 2025. Note 19 to the consolidated financial statements says the principal and accrued interest "were converted into 2,376,171 common shares as at December 16, 2025". The one day difference falls exactly on the boundary between the USD 2.50 and USD 2.75 conversion tiers. Neither date is treated here as settled, and the contradiction is inside a single audited document rather than between two sources.
The equity credited on conversion, USD 2,376 of share capital plus USD 56,954,104 of share premium, totals USD 56,956,480, or USD 23.97 per share. That is an IFRS carrying amount for notes measured at fair value and is not the contractual conversion price. It is recorded here so the two figures are not confused.
Ownership after conversion is stated three ways in primary documents and all three are given rather than reconciled: 67.01 per cent in Note 19 to the FY2025 financial statements, 67.0 per cent in the beneficial ownership table based on 9,064,808 shares outstanding at 31 March 2026, and "approximately 67%" in the 30 June 2026 press release. A Schedule 13D/A filed 26 June 2026 by the OSN reporting persons states 71.27 per cent on a fully diluted basis including warrant shares under SEC Rule 13d-3. These are different measurements, not competing claims.
This record corrects an open item on deal record 2150, which stated that no document had been found confirming a reverse stock split. The split is confirmed twice: the Form 6-K filed 22 July 2025 reporting the shareholder vote, and the FY2025 Form 20-F, which states that the group implemented a one for ten reverse stock split on 1 August 2025 and retrospectively adjusted all share and per share information.
This record also corrects a second item on deal record 2150, which stated that Warner Bros. Discovery was not shown in any document checked as having a board seat at Anghami. The Form 6-K filed 24 July 2025, and the FY2025 Form 20-F, both record that James Cooke was appointed a director of Anghami effective 23 July 2025 and that he is Group Senior Vice President and General Manager for CEE, North Africa and Turkey at Warner Bros. Discovery. Warner Bros. Discovery's disclosed 19.84 per cent interest is in OSN Streaming Limited, one level above Anghami, not in Anghami itself, and no document reviewed gives Warner Bros. Discovery any rights relationship with Anghami's catalogue.
Parties to this record are limited to the two contracting parties to the note facility, Anghami Inc and OSN Streaming Limited. Panther Media Group Limited and Kuwait Projects Company (Holding) K.S.C.P. sit above OSN in the control chain but are not parties to the facility and are not recorded as such here.
Anghami reported a net loss of USD 89,571,559 for the year ended 31 December 2025. Current liabilities exceeded current assets by USD 43,284,553 and total liabilities exceeded total assets by USD 26,026,249. The auditor's report states that these conditions raise substantial doubt about the group's ability to continue as a going concern. Amounts due to related parties totalled USD 50,596,800 at 31 December 2025.
Scope note: Anghami is headquartered in Abu Dhabi and is covered here on the same basis as company record 220, through its Cairo office and its North African markets, not because it is African owned or African headquartered. Its stated MENA Operating Area includes six African countries: Algeria, Egypt, Libya, Morocco, Sudan and Tunisia.
On 15 December 2025 OSN Streaming Limited converted the whole of a USD 55,000,000 senior unsecured convertible note facility, together with capitalised and accrued payment in kind interest, into 2,376,171 new Anghami Inc ordinary shares. The conversion lifted OSN from the 55.45 per cent it acquired in April 2024 to 67.01 per cent of the issuer, and it took Anghami’s issued ordinary share count from 6,686,470 to 9,064,808.
No music right changed hands. This is a debt to equity conversion in the parent company of a streaming service. Anghami owns no master recordings and no compositions in its own name: it licenses recordings from Universal Music Group, Sony Music Entertainment, Warner Music Group and regional labels including Rotana Music, and it licenses compositions through collecting societies or directly from publishers.
The facility
Anghami entered the facility with OSN Streaming Limited, a Cayman Islands exempted company, on 16 December 2024, for a total principal of USD 55,000,000. It was drawn in three tranches: 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, exhausting the facility. Interest accrued at a fixed 11.0 per cent per annum, payable in kind and added to principal monthly. Each tranche fell due two years after issuance.
The 25 July 2025 Form 6-K sets the conversion price at USD 2.50 per share before the first anniversary of the 16 December 2024 initial funding date, USD 2.75 between the first and second anniversaries, and USD 3.00 thereafter, with automatic conversion at USD 3.00 at maturity. Those figures are pre split. The same note barred Anghami from incurring further debt without OSN’s consent, other than working capital and receivable financing up to USD 20.0 million.
The reverse split
Shareholders approved a one for ten reverse stock split of ordinary shares and warrants at a reconvened extraordinary general meeting on 22 July 2025, by 36,985,507 votes for, none against and none abstaining, on a 55.30 per cent quorum. The split took effect on 1 August 2025, with split adjusted trading from 4 August 2025 under a new CUSIP, G0369L200, and par value rising from USD 0.0001 to USD 0.001. The stated purpose was to regain compliance with the Nasdaq Capital Market minimum bid price requirement.
The take private proposal
On 30 June 2026 Anghami confirmed receipt of a preliminary, non binding proposal from OSN to acquire all ordinary shares not already owned by OSN at USD 3.39 in cash per share. The board appointed three independent directors, Nathan Scott Fine, Guergui Saykov Stoyanov and Chiara Marcati, and formed a special committee of those three, chaired by Fine, to review, evaluate and negotiate. The proposal is not a completed transaction and no definitive agreement appears on the issuer’s EDGAR record as at 7 September 2026.
