- Provides over 12 months run way
- Secured and flexible financing with no associated warrants
- An asset in the context of the Chapter 11 & French
‘Sauvegarde’ plans
Regulatory News:
SpineGuard (Paris:ALSGD) (FR0011464452 – ALSGD), an
innovative company that deploys its DSG® (Dynamic Surgical
Guidance) sensing technology to secure and streamline the placement
of bone implants, announces today that it has secured a €2.4M
financing in the form of an equity line made of 120 convertible
warrants (BSAR) over a period of 12 months.
This flexible financing secures the Company’s cash runway in the
context of both the COVID-19 pandemic and the Chapter 11 and French
‘sauvegarde’ plans currently being prepared.
Pierre Jérôme, Chairman, CEO and co-founder of SpineGuard,
comments: « Whereas we were on track with our objective of
operational profitability, COVID-19 strongly impacted our revenue
beginning in mid-March. Elective surgeries are now progressively
resuming and we are about to launch our new DSG-Connect interface,
however we thought it was important to secure the company’s cash
runway beyond 12 months. We are very pleased with this financing as
it provides us with greater flexibility as we work on the plans for
the Chapter 11 and French ‘Sauvegarde’ to be presented to the US
and French Courts. I wish to thank Nice & Green for their
renewed confidence.”
MAIN TERMS AND CONDITIONS
The financing is provided by Nice & Green, a private company
that specializes in financing solutions tailored to the
requirements of listed companies.
A meeting of the Board of Directors, held on May 14, 2020,
acting upon the delegation granted by the General Shareholders
Meeting has approved the concept of the facility, without
preferential right of subscription, in favor of Nice & Green of
one hundred and twenty (120) BSAR with a nominal value of twenty
thousand (20,000) euros each and delegated to the CEO (‘Directeur
Général’) the authority to execute each of the draws contemplated
under the facility agreement.
- The BSAR will not be listed
- Conversion of the BSAR by Nice & Green is at their
hand
- The number of shares resulting from the conversion of the BSAR
will be determined by the lowest VWAP 10 days plus a discount of
8%.
The facility provides secured and scheduled monthly draws of €
200,000 each during a period of 12 months according to the
timetable below that will be subscribed by Nice & Green.
The facility does not require the establishment of a prospectus
requiring a visa by the AMF.
MAIN CHARACTERISTICS OF THE BSAR – SHARE DISPOSALS AFTER
CONVERSION OF THE BSAR
The company has entered into this BSAR facility as authorized by
the Shareholders’ Meeting of May 14, 2020 in its 11th and 12th
resolutions.
Nominal value of the BSAR: €
20,000 each at 100% of the par value.
Identification – Timetable for the
issuance of the BSAR:
The BSAR are numbered from 1 to 120 and shall be issued and
subscribed by Nice & Green in several monthly tranches of
200,000 euros each according to the following timetable:
DATE
BSAR #
1 July 2020
1 à 10
31 July 2020
11 à 20
31 Aug. 2020
21 à 30
29 Sep. 2020
31 à 40
28 Oct. 2020
41 à 50
27 Nov. 2020
51 à 60
30 Dec. 2020
61 à 70
1 Feb 2021
71 à 80
2 March 2021
81 à 90
31 March 2021
91 à 100
3 May 2021
101 à 110
3 June 2021
111 à 120
- The BSAR are non-transferable, except to companies controlled
by Nice & Green.
- Cases of default: The agreement includes standard provisions
for cases of defaults under similar contracts that allow the
solicitation of an anticipated reimbursement or a stop of the BSAR
issuances and subscriptions and/or to suspend or refuse to
subscribe the OCAPI not yet issued.
- SpineGuard has a unilateral right of revocation to repay the
outstanding BSAR at any time.
Subscription and exercise of the BSAR
The subscription price of each BSAR is of eighteen thousand
(18,000) euros and shall be paid by Nice & Green to SpineGuard
on the subscription date.
Except in the case of suspension per the terms and condition of
the agreement, each BSA shall be converted within 45 days after the
subscription date at Nice & Green discretion.
The exercise price of each BSAR is of two thousand (2,000) euros
and shall be paid by Nice & Green to SpineGuard on each
exercise date.
Conversion of the BSAR: BSAR
can be converted into SpineGuard shares upon their holder request,
at any time, according the following conversion formula:
N = (PS +PEx) /PE
« N »: the number of new ordinary shares of to be issued under
one BSAR conversion « PS »: the subscription price « PEx »: the
exercise price « PE »: the emission price Example for the 10 BSAR
to be converted Average Weighted Stock Price for the period: €0.30
x 0.92 =€0.2760 # of shares to be issued: (180,000 + 20,000) /
€0.2760 = 724,638 shares
The new shares issued upon the conversion of the BSAR shall be
immediately eligible for dividends, bear the same right of all
others existing ordinary shares and will trade on Euronext Growth
under Code ISIN FR0011464452 - ALSGD.
The number of shares issued pursuant the BSAR conversions will
be communicated by the Company on its web site under the category
of regulated information relative to the existing number of shares
and their associated voting rights. Should the case of significant
conversion of BSAR occur, thus with a potential impact on the stock
price, the Company will proceed to an ad-hoc communication in
respect.
Nice & Green policy is not to be part of the governance of
the companies in which it has invested. Therefore, it will not
require any seat at SpineGuard’s Board of Directors.
Nice & Green does not act as a financial intermediary and
invests its own equity resources. Therefore, while Nice & Green
has no constraints for a fast sell of the converted shares, it has
no intention of remaining a long term shareholder.
THEORETICAL EFFECT OF THE ISSUANCE OF THE BSAR
The theoretical effect of the issue of the BSAR for a total
nominal amount of € 2,400,000 would be as follows:
- Effect of the issue on the equity per share: base is the net
equity per the financial statements as of 31 May 2020 and of the
total issued shares on the effective date of the financing i.e.
17,707,245 shares:
Equity per share (in euros)
Base non diluted
Base diluted (1)
Number of shares
Before the issue of the BSAR
(€0.03)
(€0.03)
17,707,245
After the issue of 120 BSAR
(€0.02)
(€0.02)
26,402,897
(1) Calculations are made on the
assumption that all warrants, stock-options and free shares are
exercised prior to the issue of the OCAPI.
- Incidence of the issue on a 1% stake of a shareholder:
Equity per share (%)
Base non diluted
Base diluted (1)
Number of shares
Before the issue of the BSAR
1.00%
0.87%
17,707,245
After the issue of 120 BSAR
0.67%
0.61%
26,402,897
The calculation of the number of new issued shares and its
subsequent dilution for the shareholders has been made on the base
of an exercise price of €0.2760 per share resulting in a total of
8,695,652 newly created shares for the 120 BSAR
About SpineGuard®
Founded in 2009 in France and the USA by Pierre Jérôme and
Stéphane Bette, SpineGuard is an innovative company deploying its
proprietary radiation-free real time sensing technology DSG®
(Dynamic Surgical Guidance) to secure and streamline the placement
of implants in the skeleton. SpineGuard designs, develops and
markets medical devices that have been used in over 75,000 surgical
procedures worldwide. Fifteen studies published in peer-reviewed
scientific journals have demonstrated the multiple benefits DSG®
offers to patients, surgeons, surgical staff and hospitals.
Building on these solid fundamentals and several strategic
partnerships, SpineGuard has expanded its technology platform in a
disruptive innovation: the « smart » pedicle screw launched late
2017 and is broadening the scope of applications in dental
implantology and surgical robotics. DSG® was co-invented by Maurice
Bourlion, Ph.D., Ciaran Bolger, M.D., Ph.D., and Alain Vanquaethem,
Biomedical Engineer.
For further information, visit www.spineguard.com
Disclaimer
The SpineGuard securities may not be offered or sold in the
United States as they have not been and will not be registered
under the Securities Act or any United States state securities
laws, and SpineGuard does not intend to make a public offer of its
securities in the United States. This is an announcement and not a
prospectus, and the information contained herein does and shall not
constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of the securities referred to herein in
the United States in which such offer, solicitation or sale would
be unlawful prior to registration or exemption from
registration.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200626005140/en/
SpineGuard Pierre Jérôme CEO & Chairman Tel.: +33 1
45 18 45 19 p.jerome@spineguard.com
SpineGuard Manuel Lanfossi CFO Tel.: +33 1
45 18 45 19 m.lanfossi@spineguard.com
NewCap Investor Relations & Financial
Communication Mathilde Bohin / Pierre Laurent Tel.: +33 1 44 71 94
94 spineguard@newcap.eu
Spineguard (EU:ALSGD)
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