TORONTO, Feb. 13, 2026 (GLOBE NEWSWIRE) -- Visionary Holdings Inc. (NASDAQ:GV) ("Visionary" or the "Company") announced today that in December 2025 it entered into a securities purchase agreement with an existing institutional investor (the "Investor"). In connection with the transaction, the Company issued to the Investor a senior secured convertible promissory note in the principal amount of $500,000 (the "December 2025 Note") in exchange for gross proceeds of $450,000.

As previously disclosed, on January 31, 2025, the Company issued to the Investor a senior secured convertible promissory note in the principal amount of $1,500,000 (the "January 2025 Note") pursuant to a securities purchase agreement dated October 2, 2024.

The December 2025 Note was issued pursuant to a separate securities purchase agreement and reflects updates to certain economic and conversion terms as compared to the January 2025 Note.

Pursuant to the December 2025 Note, the Company is required to repay all outstanding principal, accrued and unpaid interest and any applicable charges on the scheduled maturity date of December 11, 2026. Interest accrues at a rate equal to the greater of (i) the prime rate plus 4.5% per annum and (ii) 9% per annum, and is payable in arrears on each semi-annual interest date beginning June 11, 2026. Upon and during an event of default, the interest rate increases to 18% per annum.

The December 2025 Note is convertible at the Investor's option, at any time after issuance, into shares of the Company's common stock at a conversion price of $1.44 per share, subject to customary adjustments and pricing mechanics as set forth in the agreement. The amount eligible for conversion includes the outstanding principal and accrued amounts, subject to the terms set forth in the December 2025 Note.

By comparison, the January 2025 Note became convertible only on and after the applicable "Initial Conversion Date" (as defined therein), had a conversion price of $2.25 per share and included pricing adjustments as set forth therein. The Company believes these updated conversion mechanics and pricing terms represent the principal material changes between the two senior secured convertible promissory note. The conversion of the December 2025 Note is subject to applicable Nasdaq listing rules.

The December 2025 Note was issued in a private placement transaction exempt from registration under the Securities Act of 1933, as amended.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About Visionary Holdings Inc.

Visionary Holdings Inc. (NASDAQ:GV) is a technology-driven multinational enterprise focused on innovative education, AI applications, and high-tech healthcare solutions. Headquartered in Toronto, Canada, the Company operates through its subsidiaries across North America and Asia, driving technological advancement, cross-border innovation, and global health transformation.

Cautionary Note Regarding Forward-Looking Statements

Statements in this press release that are not historical facts are "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those indicated by such statements. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "may," "will," "could," "would," and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations and assumptions and are subject to risks and uncertainties, many of which are beyond the Company's control. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update or revise forward-looking statements, except as required by law.

For further information:

Investor Relations

Visionary Holdings Inc.

Email: ir@visionary.holdings

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