Bcal Diagnostics Ltd Confirms $7.6M Drawn and Committed Under Note Facility

BCAL Diagnostics (ASX: BDX) has drawn or committed $7.6 million of its $10 million convertible note facility, with the remaining $2.4 million tranche locked behind shareholder approval at the FY2026 AGM expected on or around 15 October 2026 — here's what the funding structure means for investors.
By Josua Ferreira -
  • BCAL has drawn or committed $7.6 million of its $10 million convertible note facility, with a $1.5 million tranche committed for drawdown prior to 31 August 2026.
  • The remaining $2.4 million cannot be accessed until shareholders vote to refresh issue capacity at the FY2026 AGM, expected on or around 15 October 2026.
  • The minimum conversion price across all notes is fixed at $0.096459, with a 20% discount applied within one year of issue and a 25% discount thereafter, creating a structured dilution pathway for existing shareholders.
  • A $2.5 million R&D Tax offset claim — with a $1.4 million first tranche expected around 30 June 2026 and the balance in October — provides a non-dilutive funding layer running alongside the convertible note drawdowns.
  • Total share issue capacity utilised across drawn notes, committed drawdowns, and capitalised interest stands at 50,711,383 shares, with the $2.4 million undrawn tranche carrying no conversion share allocation until approval is obtained.
Summarise with AI:

BCAL Diagnostics confirms funding progress under $10 million convertible note facility

BCAL Diagnostics Limited (ASX: BDX) has provided additional disclosures, at the request of the ASX, clarifying the status of its existing $10 million Convertible Note Facility. The update follows the Company’s announcement released on 29 June 2026 and relates to a facility first established on 21 October 2025.

This is an update on funding progress, not a new capital raise. To date, BCAL has drawn or committed $7.6 million under the facility, including the committed drawdown scheduled to 31 August 2026, leaving $2.4 million undrawn pending fresh shareholder approval.

The disclosure confirms that BCAL has funding in place to support product commercialisation and working capital into FY2027, with the remaining tranche held back until issue capacity is refreshed.

How the drawdowns have progressed

The facility was approved by shareholders at the Annual General Meeting on 28 November 2025, with the notes required to be issued within three months of that approval date. The minimum conversion price, determined at the first issue date and applicable to all future convertible note issues, was fixed at $0.096459.

BCAL issued 3,100,000 convertible notes within the three months ending 28 February 2026, raising $3.1 million. Subsequent drawdowns followed across the first half of 2026, with a further committed drawdown planned prior to 31 August 2026.

$10M Facility Utilization Breakdown

The June 2026 announcement establishing the FY2027 funding commitments also flagged a $2.5M R&D Tax offset claim, with a $1.4M first tranche expected around 30 June 2026 and the balance due in October, providing a non-dilutive funding layer running alongside the convertible note drawdowns.

Event Amount Effective Date Conversion Shares
Drawn within 3 months (with approval) $3.1M 17 December 2025 and 29 January 2026 3,100,000
Convertible note drawdown $1M 25 March 2026 10,367,099
Convertible note drawdown $1M 10 June 2026 10,367,099
Convertible note drawdown $1M 14 August 2026 10,367,099
Planned and committed drawdown $1.5M Prior to 31 August 2026 15,550,648
Capitalised interest to 30 June 2026 on the $5.1 million = $196,493 30 June 2026 2,027,062
Convertible Note Interest, on $7.6 million drawn, to 31 December 31 December 2,032,376
Undrawn $2.4M Pending approval

Across the drawn and committed notes, together with capitalised interest, the total share issue capacity utilised is stated as 50,711,383 shares.

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Understanding convertible notes — what it means for investors

For BCAL shareholders, the key terms of the facility are as follows:

  • Interest rate of 10% per annum, capitalised annually.

  • Maturity of 2 years from the issue date of each note, unless extended.

  • Conversion discount of 20% where conversion occurs within one year of issue, or 25% where conversion occurs after one year.

  • Minimum conversion price of $0.096459 and a maximum conversion price of A$0.30.

  • The notes are unsecured and carry no voting rights until converted into shares.

  • No Noteholder can convert without the consent of the Company.

What comes next for BCAL

The Company has stated that the remaining $2.4 million will not be drawn unless and until shareholder approval is obtained and issue capacity is refreshed at the FY2026 Annual General Meeting.

Key statement from the announcement

“The Company will not draw the remaining $2.4 million of convertible notes unless and until shareholder approval is obtained and issue capacity is refreshed at the FY2026 Annual General Meeting expected to be held on or around 15 October 2026.”

The stated purpose of the funds remains product commercialisation and working capital. On the commercial front, BCAL markets BREASTESTplus™, a non-invasive blood test used in conjunction with mammography to support breast health screening and diagnostic outcomes for women with dense breasts.

The Company also holds an exclusive license with ClearNote Health Inc., a US-based precision diagnostics company, for the sale and distribution of Avantect Pancreatic, Avantect Ovarian and Avantect multi-cancer blood tests in Australia and New Zealand.

With the drawn and committed funding secured through to 31 August 2026, the FY2026 AGM expected on or around 15 October 2026 stands as the next scheduled catalyst, where shareholders will consider whether to refresh the issue capacity required to access the remaining tranche.

For investors exploring the leadership context behind BCAL’s commercialisation push, our full explainer on the CEO appointment and commercial mandate covers the remuneration structure, the transition of outgoing CEO Shane Ryan to Director Clinical Affairs, and what the hire signals about the company’s shift from product development toward revenue generation.

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Frequently Asked Questions

What is a convertible note facility and how does it work for ASX companies like BCAL Diagnostics?

A convertible note facility is a form of debt financing where the lender can convert the outstanding balance into shares at a predetermined price or discount, rather than receiving cash repayment. For BCAL, the $10 million facility carries a 10% annual interest rate and allows conversion at a 20–25% discount to market price, subject to a minimum conversion price of $0.096459.

How much of BCAL's $10 million convertible note facility has been drawn down?

BCAL has drawn or committed $7.6 million of the $10 million facility as of August 2026, including a $1.5 million tranche committed for drawdown prior to 31 August 2026, leaving $2.4 million undrawn and subject to shareholder approval at the FY2026 AGM.

When is BCAL Diagnostics' next shareholder vote on the convertible note facility?

BCAL expects to hold its FY2026 Annual General Meeting on or around 15 October 2026, at which shareholders will vote on whether to refresh the issue capacity required to access the remaining $2.4 million tranche of the convertible note facility.

What is the dilution risk for BCAL Diagnostics shareholders from the convertible note facility?

The total share issue capacity consumed by drawn notes, committed drawdowns, and capitalised interest is 50,711,383 shares, with the minimum conversion price fixed at $0.096459 and a 20–25% discount applied at conversion — meaning every conversion event issues shares below the prevailing market price.

What products is BCAL Diagnostics using the convertible note funding to commercialise?

BCAL is using the facility proceeds to fund commercialisation of BREASTESTplus, a non-invasive blood test for breast health screening, and three Avantect cancer blood tests — Pancreatic, Ovarian, and multi-cancer — licensed from ClearNote Health for sale in Australia and New Zealand.

Josua Ferreira
By Josua Ferreira
Partnership Director
Josua Ferreira holds a Bachelor of Commerce in Marketing and Advertising and brings a background in publication, business development, and ASX market storytelling. He has worked with listed companies across the resource sector and broader market, combining sharp commercial instincts with a genuine commitment to keeping investors informed.
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