Bravo Multinational Issues Convertible Preferred, Adopts Rights Plan

What Happened
Bravo Multinational Incorporated (BRVO) announced on Sept 24, 2026 (effective Sept 18, 2026) that it closed a Share Purchase Agreement with MWP Entertainment Group, LLC (MWP) issuing 1,621,026 shares of Series A Preferred Stock. Each Preferred share converts into 100 shares of Bravo common stock and carries voting and dividend rights equal to 100 common shares. Aggregate consideration for the Preferred was $3,161,000 consisting of (i) content and software licenses valued at $2,500,000, (ii) a $400,000 cash payment (due by Oct 5, 2026; 205,128 Preferred shares subject to forfeiture if not paid), and (iii) forgiveness of $261,000 in loans. The per-share pricing used a common-stock VWAP of $0.0195 (10-day VWAP through Sept 17, 2026). The Company also granted MWP a one-year, assignable Option to buy additional Preferred for $1,500,000. Concurrently, Bravo (i) entered exclusive/perpetual content and perpetual software license agreements with MWP and (ii) adopted a Shareholder Rights Plan (record date Sept 19, 2026) that exempts MWP. On Sept 24, 2026 the Board adopted a 2026 Stock Incentive Plan reserving up to 33,000,000 common shares for awards (to be submitted to shareholder vote).

Key Details

• Issued 1,621,026 Series A Preferred (convertible 1:100) — if fully converted, equals 162,102,600 common shares.
• Total consideration = $3,161,000: $2,500,000 licenses + $400,000 cash (due Oct 5) + $261,000 debt forgiveness.
• VWAP used for pricing: $0.0195 per common share (implies ~$1.95 per Preferred). 205,128 Preferred subject to forfeiture if cash not timely paid.
• Option Agreement: MWP may buy additional Preferred for $1.5M within one year (approx. 769,230 Preferred → ~76.9M common if converted).
• Rights Plan: dividend of Rights (1 Right per common; 100 Rights per Preferred), 15% “Acquiring Person” trigger, MWP designated as Exempt Person.
• Stock Incentive Plan: Board adopted plan reserving 33,000,000 common shares; shareholder vote expected at the annual meeting.

Why It Matters
This transaction significantly increases potential dilution: the issued Preferred alone could convert into more than 162 million common shares, with the Option and the 33M-share incentive reserve adding material additional potential supply of common stock. The deal also brings content and streaming-platform software licenses valued at $2.5M from MWP, which may support Bravo’s planned on-demand/streaming services without immediate cash outlay. Investors should note the $400,000 cash tranche due Oct 5 (and potential forfeiture of a portion of the Preferred if unpaid), the unregistered nature of the issuance, and that MWP is exempted from the takeover protections in the Rights Plan. The Company will seek shareholder approval of the Stock Incentive Plan at its upcoming annual meeting.