Smarter Web sold 177.89 Bitcoin at an average price of $65,762 this week to repay an $11.7 million convertible instrument, the company disclosed Thursday. The repayment eliminates 7,718,551 potential shares that could have been issued if the note had been converted, and reduces the firm's Bitcoin holdings from 2,878 BTC to 2,700.1090873 BTC.
The convertible note from August 2025
The instrument, called Smarter Convert, was issued in August 2025 with a $21 million subscription. It was interest-free, had a one-year term, and carried a conversion price of £2.0475. The holder, TOBAM, had options to convert into shares, receive Bitcoin, or a fiat equivalent. At the time of repayment, the conversion price was about 7.01 times the market price of 29.20p — meaning conversion was deeply out of the money.
Why management chose repayment
CEO Andrew Webley said the conversion price had not been met, and management chose to simplify the capital structure. By repaying the note in cash raised from selling Bitcoin, Smarter Web removed a near-term claim on its Bitcoin reserves. The move also wiped out the overhang of millions of potential shares that would have diluted existing holders if the price ever hit the conversion target.
Bitcoin exposure per share drops
The sale reduced gross BTC exposure per legally issued share by 6.18%, from 773.73 to 725.90 sats per share. On a management-defined fully diluted basis, the drop was 4.17%, from 783.05 to 750.41 sats per share. The Bitcoin sale (6.18% reduction) outweighed the share reduction (2.10% reduction) in terms of per-share exposure, meaning the net effect was a slight decrease in Bitcoin backing per share.
With the convertible note retired, Smarter Web's capital structure is simpler. The company still holds over 2,700 BTC, and no near-term convertible claims remain. Webley didn't indicate any further sales, but the company's Bitcoin strategy — and how it manages its treasury — will be something shareholders watch closely.
