Regulatory News:
SpineGuard (FR0011464452 – ALSGD), an innovative company that
deploys its DSG (Dynamic Surgical Guidance) sensing technology to
secure and streamline the placement of bone implants announced
today that they implemented an innovative equity line financing of
a maximum of €7.5M with Nice & Green, an investment firm
partnering with the Company since 2017.
In a volatile macroeconomic context, this innovative financing
(the "Horizon Program") aims at securing the Company's long-term
financing and to provide it additional resources to implement its
strategy. It is made possible by the Company's strong performance
in 2022 and the first quarter of 2023.
The company intends to use the Horizon Program in a targeted and
selective manner to:
- accelerate the commercial, marketing and
logistics reorganization of its subsidiary in the United States, to
support the growth in both the world's and SpineGuard’s largest
market;
- redeem the Company’s venture debt to
strengthen its balance sheet while also significantly reducing its
financial expenses; and
- build a financing envelope that could be
mobilized for future growth and innovation opportunities and thus
creating shareholder’s value.
The Horizon Program was authorized by the Board of Directors
according to the delegation received from the 11th and 12th
resolutions granted at the Extraordinary Shareholders Meeting held
on June 30, 2022, to proceed with the gradual issuance, in
tranches, of bonds convertible into shares (The “Horizon Bonds”),
which will entitle the holder, upon exercise, to the issuance
and/or allotment of new and/or existing shares, for a total nominal
value of up to €7,500,000.
SpineGuard estimates that, given the existing cash position as
of April 30, 2023, of €5.3M, its business plan including the
recently announced agreements with its partner in China, the debt
reduction project and the total amount of this equity line that its
cash runway stands at least until the end of 2026.
Pierre Jérôme, Chairman, CEO and Co-founder of
SpineGuard, says: “This financing provides us with the
visibility and leeway necessary to amplify our commercial
deployment, particularly in the United States, make the most of the
tremendous clinical innovation potential of our DSG technology and
lead us towards profitability."
Additional information regarding the Horizon Program:
innovative aspects
SpineGuard and Nice & Green share the common objectives of
implementing a financing tool that clearly aligns the interests of
the Company, the investment company and all the shareholders.
Therefore, the Horizon Program includes binding clauses
regarding:
a- the limitation of stock trades resulting
from the exercise of the Horizon Program to 15% of the daily net
amounts exchanged; b- the existence of a minimum trading price; c-
the monthly communication on the company's website of a statement
of the transaction carried out by Nice & Green S.A. in order to
verify the respect of these binding clauses; d- the drawings being
at the initiative of the Company subject to certain conditions
relating to the stock market price.
The subscription of the Horizon Bonds is reserved to Nice &
Green SA, a Swiss company, specializing in the structuring and the
financing of small and medium-sized listed companies. The Horizon
Bonds, with a nominal value of 10,000 euros, have a maturity of 36
months and will not give rise to interest payments.
Based on the share price as at May 30, 2023, i.e. €0.6440 and
should the 750 Horizon Bonds be drawn and converted, the total
dilution induced would be 23%.
The first tranche of €2,500,000 will be drawn in June 2023.
This financing does not require a prospectus subject to the
approval of the French “Autorité des marchés financiers”. The
characteristics and dilutive impact of the transaction are detailed
in the appendix to this press release. The Company draws the
public's attention that the conversion or exercise of the
securities issued under this program may take place at the request
of the holder in accordance with the provisions of the contract for
the issue and subscription of the Horizon Bonds. The shares
resulting from such exercises and conversions will freely trade on
the Euronext Growth market (Paris), in compliance with applicable
legal and regulatory provisions.
The Company will post on its website a monthly table providing
for the details of the conversions of the Horizon Program (section
"Investors", "Documentation" and "Regulated Information" tab).
The detailed specifications of the Horizon Program are presented
in the appendix to this press release.
Information regarding the debt restructuring
improvement
The Company submitted to the Commercial Court of Créteil a
project to improve its safeguard plan (“plan de sauvegarde”)
validated in 2021. The proposed plan would improve creditors'
repayment terms by two years, allows to repay all of its
bondholder’s debt, saves over €300K in interest (rate close to 10%)
and provides improved leeway for non-dilutive financing. On the
date of publication of this news release, the effective
implementation of this debt restructuring operation remains subject
to the approval of the Commercial Court of Créteil in France.
Information regarding the DSG Dental project
Despite significant progress and a functional prototype under
development, Adin Dental Implant Systems, parent company of
ConfiDent ABC, has unilaterally decided to halt their DSG dental
application project for financial reasons. SpineGuard has taken
note of this decision, remains convinced of the potential of this
very advanced and extremely promising project and is studying
different options to continue it. The Company will communicate
further details to its shareholders during the webinar on June
1.
Information regarding the CFO transition
Effective, June 1st, Anne-Charlotte Millard replaces Manuel
Lanfossi as Chief Financial Officer of SpineGuard. Anne-Charlotte
knows the Company extensively as she held the position of Deputy
Finance Director from 2009 until 2019. Since 2019, Anne-Charlotte
was CFO at Biomodex a French private medtech company. After a
transition period, Manuel will leave the Company in November to
pursue new endeavors.
Manuel Lanfossi, Chief Financial Officer of SpineGuard,
says: “I am very pleased to have the opportunity to end my tenure
at SpineGuard with the implementation of a financing that clearly
aligns both the shareholders and the company’s interest while
securing SpineGuard’s long term financial resources. Since 2017,
the collaboration with Nice & Green has been exemplary."
Anne-Charlotte Millard, new Chief Financial Officer of
SpineGuard, adds: “This is a tremendous time to join
SpineGuard, I look forward to leading our finance and
administration organization while partnering with Pierre, Stéphane
and the entire team as we look to grow the brand, drive innovation
and maximize value for shareholders."
Pierre Jérôme, Chairman, CEO and Co-founder of
SpineGuard, concludes: “On behalf of SpineGuard’s Board of
Directors, I would like to warmly thank Manuel for his excellent
work over the past twelve years and his impeccable handover to Anne
Charlotte whom I am delighted to welcome back to the team following
a successful CFO experience at one of our industry peers."
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 95,000 surgical procedures worldwide. Twenty-four studies
published in peer-reviewed scientific journals have demonstrated
the multiple benefits DSG® offers to patients, surgeons, surgical
staff and hospitals. Building on these strong fundamentals and
several strategic partnerships, SpineGuard has expanded the scope
of its DSG® technology in innovative applications such as the «
smart » pedicle screw, the DSG Connect visualization and
registration interface, 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. SpineGuard
has engaged in multiple ESG initiatives. For further information,
visit www.spineguard.com
About Nice & Green Nice & Green is a leading
privately held Swiss funding firm, active in the European market
providing smart funding solutions to listed Micro-, Small- and
Mid-Cap companies supporting their growth as partners. Find out
more at nicengreen.ch.
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.
APPENDIX HORIZON PROGRAM
Legal Framework
The Extraordinary Shareholders Meeting held on June 30, 2022
has, in accordance with Articles L. 225-129 et seq., L. 225-138, L.
228-91 et seq., and L. 22-10-49 et seq. of the French Commercial
Code and pursuant to its 11th and 12th resolutions, delegated to
the Board of Directors its competence, for a period of eighteen
(18) and twenty-six (26) months respectively, the authority to
issue financial securities and/or transferable securities giving
immediate or future access to a proportion of the capital, with
cancellation of shareholders' preferential subscription rights
(“droit préférentiel de souscription”) to the benefit of categories
of persons within a nominal maximum limit of capital increases set
at 750,000 euros.
By virtue of this delegation, the Board of Directors authorized
a equity line facility of €7,500,000 in the form of convertible
bonds to be subscribed exclusively by Nice & Green, an
independent Swiss company specialized in corporate financing.
Key Features of the HORIZON Program
- the Horizon Bonds will be issued at the Company’s request for a
maximum amount of seven million five hundred thousand euros
(€7,500,000) in 5 tranches of which the first tranche is two
hundred and fifty (250) Horizon Bonds, and each of the following
four tranches will consist in one hundred and twenty-five (125)
Horizon Bonds;
- the Horizon Program has a duration of 36 months starting at the
signing date of the program;
- The Company may only draw a new tranche when (i) since the
subscription of the previous tranche, 15% of the total value of the
cumulative transactions carried out on Euronext Growth represents
at least 80% of the nominal amount of the previous tranche. By way
of exception, the second Tranche may be drawn when i) the sale of
Shares by the Investor add up to 80% of the amount of the first
Tranche; or (ii) four (4) months after the conversion of the first
Tranche;
- The Horizon Bonds will be issued only if and when certain
contractual obligations are met, Nice & Green being entitled to
waive them.
- One Horizon Bond has a value of ten thousand (10,000)
euros,
- The Horizon Bonds will not accrue interest and will have a
maximum maturity of eighteen (18) months from their issue date
("Maturity Date");
- The outstanding Horizon Bonds may be fully or partially
redeemed in advance at any time at the Company's request and at its
sole discretion at the price of 103% of their nominal value. The
Agreement may also be terminated ahead of schedule and the
outstanding Horizon Bonds redeemed under the same conditions by
either the Company at its sole discretion and with no liability
incurred, or by Nice & Green following an Event of Default as
provided for in the Agreement (list in Note 1);
- The Horizon Bonds may be converted at Nice & Green's
request through to the Maturity Date;
- The conversion of the Horizon Bonds is dependent on Nice &
Green having sold 80% of the shares resulting from the previous
conversion of the Horizon Bonds. In addition, Nice & Green will
not be able to convert a number of Horizon Bonds representing a
nominal amount higher than the total amount of the Company’s shares
sold by Nice & Green since the previous conversion;
- The number of shares to be issued by the Company to Nice &
Green upon conversion of one or more Horizon Bonds is calculated as
follows:
N = Vn /P
Where:
"N" is equal to the number of Company shares to be issued
to Nice & Green per the conversion of a Horizon Bond;
"VN": is the nominal value of one Horizon Bond, i.e. ten
thousand (10,000) euros each independently from their subscription
value;
"P" is equal to the Conversion Price equal to one hundred
percent (100%) of the Investor VWAP but shall not be less than (i)
50% of the weighted average of the last twenty (20) trading
sessions preceding the day setting the issue price and (ii) 99% of
the VWAP calculated over the current Reference Period (the
"Conversion Price").
In the event that, during a trading session, the 5 days VWAP
including the current session would be equal to 50% of the weighted
average prices of the last twenty (20) trading sessions preceding
the day setting the issue price, the Investor has an “acceleration
option” allowing him to freely convert a number of Horizon Bonds
equal to the number of shares sold on the market since the last
conversion or, in the case of the first Tranche, since its
Subscription Date.
The Conversion Price is determined in accordance with Euronext
Growth's tick size rules and rounded down to the nearest decimal
place.
In no circumstances, the Conversion Price can be lower than the
nominal value of the Issuer's Share (currently €0.05).
In the event that the Conversion Price is equal to or lower than
the par value of the Issuer's Share, the Investor can only convert
any of the Issuer's outstanding OCAs at a price equal to the
nominal value until the Conversion Price becomes higher again than
the par value of the Issuer's Share,
Should the issuance of New Shares results in fractions, the
Issuer shall round down this fraction to the nearest
whole-number.
The Horizon Bonds will constitute registered securities by name
(“valeurs mobilières nominatives”) in the stock registers of the
Company and will not apply for admission to trading on any
financial market and therefore will not be listed.
The newly issued shares upon conversion of the Horizon bonds
will provide an immediate right to dividends. They bear the same
rights as those attached to the Company's existing ordinary shares
and will be admitted to the Euronext Growth market on the same
listing line as the existing shares (ISIN code: FR0011464452). The
Company will maintain on its website a tracking table of the number
of outstanding Horizon Bonds and shares issued upon conversion of
Horizon Bonds.
Nice & Green may not sell a number of shares representing
more than 15% of the daily volume of transactions carried out on
Euronext Growth and the Company may in any event set a minimum sale
price.
Nice & Green will send the Company, on a monthly basis, a
summary of the transaction demonstrating the compliance with the
contractual agreements with regard to the traded volume and price
of the shares and the Company will publish this summary on its
website.
The Company has the right, at its sole discretion, at any time,
upon payment of compensation of five thousand (5,000) euros and the
redemption in cash of all outstanding HORIZON BONDS subscribed by
Nice & Green and not converted at 103% of their nominal value
(i.e. €10,300 each), to terminate the Contract without liability
incurred whatsoever.
Fees and Commissions
The Company will pay Nice & Green one or two commissions
depending on the conversions made:
1- a structuring fee of an amount
equal to 7% of the maximum nominal amount of the financing, i.e. a
total commission of 525,000 euros. This commission will be paid
through the issuance of Horizon Bonds and;
2- in case of a conversion, a potential
execution fee equal to 5% of the nominal value of the Horizon
bonds actually converted by Nice & Green.
Main risks associated to the Company
The key risks associated with the Company were presented in the
2022 Annual Financial Report. The main risks associated with the
issuance of Horizon bonds in connection with the transaction are as
follows:
- a conversion of Horizon bonds resulting in the issuance of new
shares would dilute the % held by an existing shareholder before
such conversion;
- in the event of conversion of Horizon bonds by issuance of new
shares, the volatility and liquidity of SpineGuard shares could
fluctuate significantly;
- in the event of conversion of Horizon Bonds by issuance of new
shares, the sale of SpineGuard shares by holders of Horizon Bonds
could have an adverse impact on the price of SpineGuard
shares;
- should the SpineGuard stock price drop to an amount equal to or
lower than the par-value of the share (i.e. 0,05 EUR), the Company
may have to engage in one or more reduction(s) of the said
par-value in order to maintain the possibility to convert the
outstanding Horizon Bonds;
- in the event of non-completion of all the tranches, (reminding
that the total potential amount is not guaranteed), the Company's
cash runway announced would be reduced in proportion.
DILUTION THEORETICAL EFFECT FOR A NON-PARTICIPATING
SHAREHOLDER
As an indication, the effect of the full issue of the Horizon
Bonds on the equity per share would be as follows. The bases being
i) the equity as reporting in the audited financial statements as
at 31 December 2022 et ii) of the issued shares as of 30 April 2023
i.e. 39,080,723
Equity per share (in euros)
Base non diluted
Base diluted (*)
Number of shares
Equity as of
31.12.2022
Before the issue of the Horizon bonds
resulting from this transaction
€0.13
€0.11
39,080,723
€5,141,210
After the issue of 750 Horizon bonds
resulting from this transaction
€0.10
€0.09
50,726,685
The diluted base includes the exercise of all the equity
instruments existing as of today and that might result in the
issuance of an indicative maximum total number of new shares of
5,997,434.
(*) The calculation is based on 99% of the stock price as of 30
May 2023 closing, hence a conversion price of the Horizon Bonds of
0,6440 €. This theoretical dilution does not prejudge either the
final number of shares to be issued or their issue price, which
will be set according to the stock market price, as described
above.
Incidence of the issue on a 1% stake of a shareholder: As
an indication and in the event of the exercise of 100% of the
Horizon Bonds, the impact on the equity of a shareholder holding 1%
of the Company's share capital prior to the increase of capital
(calculations made on the basis of the number of shares making up
the Company's share capital on June 1, 2021) and not participating
in the transaction would be as follows:
Equity per share (%)
Base non diluted
Base diluted (*)
Number of shares
Equity
Before the issue of new shares from the
exercise of the Horizon Bonds
1.00%
0.87%
39,080,723
€1,954,036
After issuing 750 Horizon Bonds
representing the exercise of 100% of the Horizon Bonds
0.77%
0.69%
50,726,685
€2,536,334
The diluted base includes the exercise of all the equity
instruments existing as of today and that might result in the
issuance of an indicative maximum total number of new shares of
5,997,434.
(*) The calculation is based on 99% of the stock price as of 30
May 2023 closing, hence a conversion price of the Horizon Bonds of
0,6440 €. This theoretical dilution does not prejudge either the
final number of shares to be issued or their issue price, which
will be set according to the stock market price, as described
above.
Note 1: Event of Default
"Event of Default" refers to the occurrence of any of the
following events that were not resolved within thirty (30) Working
Days of the earlier of the following dates: (i) The date when Nice
& Green SA receives the Event of Default Notification issued by
the Company and (i) the date when the Company receives the
Notification from Nice & Green indicating the infringement and
asking for resolution:
(i) The Company does not pay an amount due to
Nice & Green SA under the Agreement upon its due date. (ii) Any
breach of any its commitments by the Company; not waived in writing
by Nice & Green and resulting in actual damages in excess of
one hundred thousand (100,000) euros or higher, as duly established
by an independent third party (“expert judiciaire” listed at the
Court of Appeals (Cour d'Appel) and appointed , by the President of
the competent Court issuing an interim order and called on by Nice
& Green SA within a maximum of eight (8) Working Days following
the end of the period of thirty (30) Working Days granted to the
Company to resolve an Event of Default or, when such a timeframe is
not applicable, from the first of the Notification dates referred
to in the definition of the "Event of Default". (iii) Within the
agreed timeframe to cure, the absence of a meeting, vote or
approval by an extraordinary shareholders meeting of a stock split
or a capital reduction with a view to reducing the Share's par
value will be considered as an "Event of Default" even if it has
been convened by the Company; (iv) The delisting of the shares from
Euronext Growth at the Company's request unless this delisting is
carried out in connection with a transfer of the listing of the
Company's shares to another market managed by Euronext Paris; (v)
Any refusal to certify the financial statements by the Company's
statutory auditors that is not resolved within thirty (30) Working
Days of the date by which the Company's accounts shall be certified
in compliance with the applicable regulations; (vi) In the event
that the shareholders meeting does not resolve the reduction of the
par-value of the shares as agreed in the Contract. (vii) A material
unfavorable event or a change of control has occurred; (viii) The
Issuer voluntarily suspends or interrupts its activities, sells or
transfers its main assets needed for its activity unless these
assets are sold (i) subject to fair compensation or (il) under
market conditions; (ix) In the event that the Company does not
satisfy the “Obligation d’Ajustement” required by the Agreement;
(x) In the event that the Company files for a bankruptcy procedure;
(xi) A final court decision requiring the payment of a total amount
exceeding two million (2,000,000) euros is issued by a competent
court against the Company, and the Company i) does not pay said sum
or ii) does not ensure its payment in accordance with its terms or
iii) does not file a request to suspend the decision within thirty
(30) calendar days (or any longer period during which the
suspension of the enforcement could validly be introduced by the
Company) following the date of notification to the Company or does
not appeal or ensure that the enforcement of the Court Decision is
suspended during the appeal.
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version on businesswire.com: https://www.businesswire.com/news/home/20230531005742/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 / Aurélie Manavarere Tel: +33 1 44 71 94 94
spineguard@newcap.eu
Grafico Azioni Spineguard (EU:ALSGD)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni Spineguard (EU:ALSGD)
Storico
Da Apr 2023 a Apr 2024
