SpineGuard Announces a Free Grant of Redeemable Equity Warrants to Its Shareholders

PARIS & BOULDER, Colo.–(BUSINESS WIRE)–Regulatory Information:

SpineGuard (Paris:ALSGD) (FR0011464452 – ALSGD), an progressive firm that deploys its DSG® (Dynamic Surgical Steering) sensing expertise to safe and streamline the position of bone implants, introduced immediately the issuance and free granting to all its shareholders of redeemable fairness warrants (BSAR). The grant will encompass the allocation of 1 BSAR per share. Beginning June 10, 2021, 9 BSAR will enable to subscribe for 1 new share at an train value of €1.80, representing a premium of 23.29% over the closing inventory value of June 1, 2021.

Pierre Jérôme, Chairman, CEO and co-founder of SpineGuard, stated: “This free allocation of BSARs goals to permit all SpineGuard’s shareholders to additional take part within the financing and development potential of the Firm by this complementary fairness instrument. On the innovation entrance SpineGuard achieved many milestones in latest months with the extension of our mental property for bone high quality measurement, the initiation of a wise common drill venture for orthopedic surgical procedure, and the development of our robotic program fueling discussions with potential strategic companions. We additionally obtained clearance from the US FDA for the DSG Join platform and strengthened our industrial construction in america. Lastly, the rescheduling of our debt, the exit from the safeguard process and the brand new € 10 million fairness line offers us leeway to speed up the deployment of our DSG expertise earlier than the tip of the BSAR train interval.”

Per the delegation of authority conferred by the Annual Odd and Extraordinary Common Assembly held on Might 14, 2020 (9^th decision), the Board of Administrators, at its Might 27, 2021 assembly, resolved on the precept of a free allocation of redeemable fairness warrants to the shareholders of the Firm and subdelegated to the Chief Govt Officer the authority for its execution. On June 1, 2021, the CEO resolved on the difficulty and the free allocation to all shareholders of 26,550,493 BSARs beneath the phrases detailed under:

– The grant will profit all the Firm’s shareholders, i.e., the holders of the 26,550,493 shares of the fairness.

– So far, the Firm will not be conscious of the intentions of its essential shareholders with regard to the train of the BSARs.

SpineGuard’s money place was € 2.3 million as of March 31, 2021. When including the € 10.0 million fairness financing line lately supplied by Good & Inexperienced, present utilization of €2.0 million, SpineGuard has a money runway of over 36 months.

DESCRIPTION OF THE OPERATION

On June 11, 2021, every shareholder will obtain one (1) BSAR freed from cost for every share held. Primarily based on the Firm’s capital, a most of 26,550,493 BSARs can be issued. 9 (9) BSAR will enable the subscription of 1 (1) new SpineGuard share on the train value per share of € 1.80. Within the occasion of the exercising of all of the BSARs, a most of two,950,054 new shares akin to a complete gross fairness funding of € 5,310,597.20.

The train value of € 1.80 represents a premium of 23.29% over the time limit of June 1, 2021 and of 25.52% in comparison with the closing value much less the theoretical worth of the BSAR on the identical date (i.e. 1.434 € primarily based on a theoretical worth of a BSAR of 0.026 €). The 26,550,493 BSARs can be listed on the Euronext Progress Paris market beneath a selected line and ticker “BSAR” (ISIN: FR 0014003UB4).

The time period of the BSARs is ready at twenty-four (24) months from their allocation, and can finish on June 12, 2023 included.

Relying on the evolution of the share value and beginning on December 10, 2021, the Firm could request the redemption of the BSARs granted and nonetheless in circulation, at a unit value of € 0.01 if the next situations are met: the VWAP¹ closing value of the SpineGuard share calculated over ten consecutive buying and selling days inside a interval of twenty days previous the publication of the early redemption discover shall exceed by 50% the train value of € 1.80, i.e. € 2.70. In such occasion, it’s to be famous that BSAR holders can keep away from the €0.01 cost per BSAR by exercising their BSARs on the premise of the train value set at € 1.80 per new share earlier than the deadline set for the redemption and make a revenue from the train of the BSARs.

The minimal ground to train BSARs has been set at 3,600 BSARs, representing a minimal subscription of 400 new SpineGuard shares.

PROCEEDS OF THE OPERATION

Ought to 100% of the BSAR be exercised the overall gross proceeds would lead to € 5,310,597.20.

OBJECTIVES OF THE OPERATION

The BSAR grant is freed from cost and is made in proportion to the variety of shares of every and all of the shareholders.

The grant goals at:

– Acknowledging and retaining the present shareholders of the Firm;

– Attracting new traders within the non-compulsory nature of the BSAR;

– Enabling an fairness funding unfold over the 2-year time period of the BSAR.

The usage of the proceeds is meant for financing the Firm’s industrial improvement in america and for deploying innovation by our R&D initiatives, particularly for the usage of DSG® expertise in robotic bone surgical procedure.

PRELIMINARY CALENDAR

DILUTION THEORETICAL EFFECT FOR A NON-PARTICIPATING SHAREHOLDER

As a sign and within the occasion of the train of 100% of the BSAR, the influence on the fairness of a shareholder holding 1% of the Firm’s share capital previous to the rise of capital (calculations made on the premise of the variety of shares making up the Firm’s share capital on June 1, 2021) and never taking part within the transaction could be as follows:

Incidence of the difficulty on a 1% stake of a shareholder:

* Diluted base of a most of two.803.861 new shares which may be issued by the train or vesting of fairness devices issued by the Firm.

Impact of the difficulty on the fairness per share: base is the online fairness per the monetary statements as of 31 December 2020 adjusted for brand new fairness since i.e., € 4,004m shares:

* Diluted base of a most of two.803.861 new shares which may be issued by the train or vesting of fairness devices issued by the Firm.

As a reminder, the pursuits of the beneficiaries of economic devices giving entry to fairness and in circulation can be preserved, protected, or adjusted beneath the situations supplied for in Article L.228-99 of the French Business Code and in accordance with all different relevant legislative or regulatory provisions in France.

SpineGuard is suggested by Swiss Life Banque Privée for this operation.

WARNING

Pursuant to the provisions of article L.411-2 of the French Financial and Monetary Code and article 211-2 of the Common Laws of the French Autorité des Marchés Financiers (“AMF”), this grant will not be topic to a prospectus accredited by the AMF being decrease to € 8,000,000 (calculated over a interval of 12 months). A discover to the shareholders concerning this transaction was printed on June 2 2021 within the French “Bulletin des Annonces Légales et Obligatoires” (BALO).

RISK FACTORS

Traders’ consideration is drawn to the danger elements referred to within the monetary report as of December 31, 2020, obtainable on the SpineGuard web site.

Holders of BSAR or traders deciding to amass BSAR in the marketplace throughout their itemizing interval shall check with the particular threat elements hooked up to such securities, and particularly:

1. Lack of marketplace for the BSAR

There isn’t a assure that from the itemizing of the BSAR, a market will develop or that their holders will be capable to promote them on the secondary market. There isn’t a obligation to represent a marketplace for the BSAR. If a market develops for BSAR, they could possibly be topic to larger volatility than SpineGuard shares.

2. Threat associated to the redeemable construction of the BSAR

The Firm could, at its sole discretion, and if the situations for such an early redemption are met beginning December 11, 2021, proceed with the early redemption of all or a part of the excellent BSAR at a unit value of € 0.01. In such occasion, it’s reminded that BSAR holders can keep away from the €0.01 cost per BSAR by exercising their BSARs on the premise of the train value set at € 1.80 per new share earlier than the deadline set for the redemption and make a revenue from the train of the BSAR.

3. The market value of the Firm’s shares could by no means attain the train value of the BSAR

No assurance will be given as to the truth that the market value of the Firm’s shares will exceed the train value of the BSAR and the subscription value of the brand new shares issued upon train of the BSAR. Thus, no assurance will be provided that, after the train of the BSAR, traders will be capable to promote their shares at a value equal to or larger than the subscription value of the shares issued by train of the BSARs.

4. Threat of lack of the BSAR funding

BSAR holders who’ve bought their BSAR in the marketplace after the free allocation and who don’t promote or train them earlier than June 12, 2023 at midnight would lose their total funding.

5. Threat of dilution

If shareholders don’t train their BSAR, their proportion of possession and of voting rights can be decreased within the occasion different holders train their BSAR (see desk above). Even when shareholders would select to promote their BSAR, the obtained remuneration could not compensate for this dilution.

Subsequent information launch

7 July 2021 after market shut: First-half 2021 income.

About SpineGuard®

Based in 2009 in France and the USA by Pierre Jérôme and Stéphane Bette, SpineGuard is an progressive firm deploying its proprietary radiation-free actual time sensing expertise DSG® (Dynamic Surgical Steering) to safe and streamline the position of implants within the skeleton. SpineGuard designs, develops and markets medical gadgets which were utilized in over 80,000 surgical procedures worldwide. Seventeen research printed in peer-reviewed scientific journals have demonstrated the a number of advantages DSG® affords to sufferers, surgeons, surgical employees and hospitals. Constructing on these stable fundamentals and a number of other strategic partnerships, SpineGuard has expanded its expertise platform in a disruptive innovation: the « good » pedicle screw launched late 2017 and is broadening the scope of purposes 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 additional info, go to www.spineguard.com

Disclaimer

The SpineGuard securities is probably not provided or offered in america as they haven’t been and won’t be registered beneath the Securities Act or any United States state securities legal guidelines, and SpineGuard doesn’t intend to make a public supply of its securities in america. That is an announcement and never a prospectus, and the data contained herein does and shall not represent a proposal to promote or the solicitation of a proposal to purchase, nor shall there be any sale of the securities referred to herein in america through which such supply, solicitation or sale could be illegal previous to registration or exemption from registration.

¹ Quantity Weighted Common Worth

Contacts

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 & Monetary Communication

Mathilde Bohin / Pierre Laurent

Tel.: +33 1 44 71 94 94

spineguard@newcap.eu