A filed loan agreement shows warrant coverage tied to capital drawn

The record

A venture loan and security agreement is occasionally filed in full as an exhibit when a company registers securities with the SEC, giving a documentary view of actual warrant terms rather than a lender's marketing description. Syntiant Corp., an AI chip company, filed such an exhibit with its Form S-1 on 6 July 2026: a Loan and Security Agreement dated 27 December 2024 with Ocean II PLO LLC and Structural Capital affiliates as lenders. The agreement defines 'Warrant Coverage' on a sliding scale tied to how much capital the borrower drew: 20 percent of the amount financed if total Capital Proceeds were $50 million or less, 15 percent between $50 million and $55 million, 10 percent between $55 million and $60 million, and 7.5 percent at $60 million or more.

What the sources establish

An accompanying First Amendment to the Loan and Security Agreement, dated 3 February 2026 and filed with the same S-1, confirms which tier applied in practice: it states that the closing-date warrants carried 'Warrant Coverage,' as defined in the original agreement, 'equal to fifteen percent (15%),' and that new warrants issued with the amendment carried Warrant Coverage of 10 percent. The form of warrant attached to the original agreement as an exhibit sets the strike price, called the Exercise Price, as 'the lowest cash price per share the Company receives for a share of the Series D-1 Preferred Shares' in the concurrent financing, and states the warrant expires on the later of a stated date, an IPO closing, or a merger closing.

Scope and revision

This is one company's negotiated warrant coverage, tied to how much of the facility it drew, not a market norm; a different agreement or lender template can set different tiers. The amendment documents that the loan was later modified, including a waiver of specified covenant defaults disclosed in that filing, so the 15-percent and 10-percent figures should be treated as tied to specific dates, the original closing and the 2026 amendment, not a single unchanging term.

The decision in front of you

A founder or their counsel reviewing a proposed venture loan and security agreement can use this filed exhibit as a documented example of what a coverage clause, a strike-price definition and an expiration clause look like in an executed agreement, and can search EDGAR's full-text search for comparable exhibits, rather than rely only on a lender's or a law firm's summary of typical terms.

• Does the agreement you are reviewing define warrant coverage as a flat percentage or, as here, a tier tied to drawn capital?
• Is the strike price pegged to the most recent financing round, as this agreement's form warrant states, or to some other reference price?
• Has the agreement been amended since its original date, and does the amendment change the coverage percentage for new warrants only or for all warrants?

A filed exhibit shows exactly what one lender and one borrower agreed to on a stated date, which is a stronger basis for a specific negotiation than a general description of what warrant coverage 'typically' looks like.