Appointment of Dr. Tenner Guillaume, Orthopaedic spine surgeon who specializes in spinal deformity at Gillette Children’s Hospital (St. Paul, Minnesota).
SMAIO’s US scientific advisory board now includes four North American surgeons and is set up to support the Company’s expansion in the world’s largest spinal market.
DALLAS & LYON, France–(BUSINESS WIRE)–Regulatory News:
SMAIO (Software, Machines and Adaptative Implants in Orthopaedics – Euronext Growth Paris, ISIN: FR0014005I80 / Ticker: ALSMA), a French-American player specialized in complex spine surgery with a global offer comprising software, adaptative implants and related services, announces the appointment of Dr. Tenner Guillaume, Orthopaedic Surgeon who specializes in spinal deformity at Gillette Children’s Hospital (St. Paul, Minnesota), to its U.S. scientific advisory board.
Dr. Tenner Guillaume is a recognized specialist in spinal deformities, in children. He joined the largest group of pediatric surgeons in the Midwest in 2011, at Gillette Children’s Hospital. He is a member of the Scoliosis Research Society, the Pediatric Orthopaedic Society of North America, and the American Academy of Orthopaedic Surgeons. He is also a member of several professional organizations, including the Pediatric Spine Study Group and the Minnesota Orthopaedic Society.
His appointment to the scientific advisory board opens up new perspectives on the treatment of spinal disorders, including in the youngest patients.
SMAIO’s objective is to bring together the best experts in spinal surgery within its scientific advisory board in order to support the Company’s development in the US spine market through various initiatives such as training sessions and the organization of “Sagittal Alignment Think Tanks” across North America.
Dr. Tenner GUILLAUME, Orthopaedic surgeon at Gillette Children’s Hospital (St. Paul, Minnesota),stated:“I am thrilled to join SMAIO’s scientific advisory board. The development of spinal realignment solutions is a major challenge, particularly in the United States, where demand is very high even among pediatric patients. I am convinced that the holistic approach developed by SMAIO, and especially the open platform KEOPS-4ME, will help simplify access to innovative tools and improve the quality of medical practice. I look forward to discussing this with my colleagues on the Scientific Advisory Board and contributing to SMAIO’s international reputation, in the service of increasingly precise, connected, and patient-centered spinal surgery.”
Philippe ROUSSOULY, Chairman and CEO of SMAIO, concluded: “I am delighted and honored to welcome Dr. Tenner Guillaume to our North American Scientific Advisory Board. His in-depth expertise in spinal deformities, particularly in young patients, will be a major asset to our development. Dr. Guillaume’s arrival comes at a key stage of expansion for SMAIO in the United States, marked by the opening of new collaborative networks with leading surgical centers and institutions. His contribution will strengthen our shared ambition: to make SMAIO a key player in spinal surgery, providing better care for patients.”
In February 2025, SMAIO announced the appointment of Dr. Donald J. Blaskiewicz (neurosurgeon at St. Luke’s Clinic in Boise, Idaho) to its scientific advisory board, joining its first two members, Dr. Brian Neuman (orthopedic surgeon) and Dr. Camilo Molina (neurosurgeon), both practicing at the prestigious Washington University School of Medicine in St. Louis, Missouri.
With the appointment of Dr. Tenner Guillaume, SMAIO’s Scientific Advisory Board now has four members and may continue to grow.
The terms of remuneration of Dr. Tenner Guillaume as a member of the Scientific Advisory Board, mainly in the form of warrants issued to its benefit, are detailed in the appendix to this press release.
About SMAIO (www.smaio.com)
A precursor in the use of clinical data and imaging of the spine, SMAIO designs global solutions for spine surgery specialists. The Company has recognized expertise thanks to KEOPS, its Big Data management software that has become a global reference with more than 100,000 patient cases documented.
SMAIO offers spine surgeons a comprehensive platform, I-Kontrol, incorporating planning, implants and related services, enabling them to treat spinal pathologies in a safe, effective and lasting way.
SMAIO is positioned at the forefront of innovation with the ambition of providing surgeons with the first active robotic solution enabling a high level of performance and repeatability to be achieved.
Based in Lyon, France, SMAIO benefits from the skill and expertise of more than 40 highly specialized staff.
For further information, please visit our website: www.smaio.com
Listing market: Euronext Growth Paris
ISIN: FR0014005I80
Ticker: ALSMA
Disclaimer
This press release contains non-factual elements, including, but not limited to, certain statements regarding future results and other future events. These statements are based on the current vision and assumptions of the management of SMAIO. They incorporate known and unknown risks and uncertainties that could result in significant differences in results, profitability and expected events. In addition, SMAIO, its shareholders and its affiliates, directors, officers, counsels and employees have not verified the accuracy of, and make no representations or warranties about, statistical information or forecast information contained within this news release and that originates or is derived from third party sources or industry publications; these statistical data and forecast information are only used in this press release for information purposes. Finally, this press release may be drafted in French and in English. In the event of differences between the two texts, the English version will prevail.
APPENDIX
Scientific advisory board remuneration
The commitment of the members of the scientific advisory board involves several dozen hours of scientific work each year for the benefit of the Company, valued at hourly rates fully in line with current market practices in the United States.
In this context, and to preserve its financial resources, SMAIO has implemented an original method of remunerating the surgeons, to the extent that they will be remunerated mainly by the allocation of share subscription warrants to their benefit.
Summary of the terms and conditions of Warrants issue to Dr. Tenner Guillaume
Pursuant to the delegation of authority granted to the Board of Directors by the Combined General Meeting of June 17, 2025, under the terms of the 11th resolution, of an extraordinary character (issue of ordinary shares and/or any other securities giving immediate and/or deferred access by any means to the Company’s capital, with cancellation of shareholders’ preferential subscription rights in favor of a category of persons), the Board of Directors met on October 13, 2025, decided on the principle of issuing a total maximum number of 25,000 share subscription warrants (the “Warrants”) to the benefit of Dr. Tenner Guillaume. The Board also decided to sub-delegate all powers to the Chief Executive Officer to proceed with the said issue, who, by decisions dated October 27, 2025, determined the terms and conditions of the BSA.
The Warrants will be issued at an amount of €3.70 per unit to be paid up in full by cash payment or by offsetting against certain, liquid and payable debts held by Dr. Tenner Guillaume against SMAIO on the date of their subscription.
In addition, the Warrants will not be listed, will be issued in registered form and will be registered in the name of Dr. Tenner Guillaume in a pure registered account in the Company’s share accounts.
In accordance with the delegation of authority granted by the Combined General Meeting on June 17, 2025, and the sub-delegation of powers made to the Chief Executive Officer by the Board of Directors at its meeting on October 13, 2025, the subscription price of the shares allocated upon exercise of the stock warrants will be at least equal to the volume-weighted average price of the last five (5) trading days preceding the decision to issue, less a maximum discount of twenty percent (20.00%) from said average.
Thus, according to decisions made by the Director General on October 27, 2025, each Warrant will entitle Dr. Tenner Guillaume to subscribe for one (1) ordinary share in the Company, subject to compliance by Dr. Tenner Guillaume with all the legal and regulatory conditions and those set out in the plan regulations relating to the Warrants, issued at a total unit price, including issue premium, of €6.50, i.e. a par value of nineteen euro cents (€0.19) and €6.31 issue premium.
The maximum number of shares that may be issued on exercise of the Warrants is therefore 25,000 ordinary shares, representing around 0.44% of the Company’s current capital. These shares will be registered and subject to all legal and statutory provisions and will carry dividend rights as from the date of their creation, it being specified that the new shares will be assimilated to the existing ordinary shares. Details of the dilutive effects of this operation are presented below.
Additional US surgeons are expected to join SMAIO’s scientific advisory board and should benefit from a remuneration scheme like that described above.
Impact of the issue on equity per share:
| Equity per share (in €) | |
| Prior to the Warrants issue | €1.31 |
| After exercise of the 25,000 Warrants and issue of 25,000 corresponding new shares | €1.35 |
This impact has been calculated on the basis of the half-yearly financial statements ended June 30, 2025, indicating an equity of €7,407,151 and a number of 5,645,317 shares making up the Company’s share capital at the time of the issue.
Impact of the issue on the situation of a shareholder:
| Shareholder interest (in %) | |
| Prior to the issue of the warrants | 1.00% |
| After exercise of the 25,000 Warrants and issue of 25,000 corresponding new shares | 0.99% |
This impact was calculated based on the participation of a shareholder holding 1% of the share capital prior to the issue and who did not subscribe to this issue.
Contacts
SMAIO
Philippe Roussouly
Chief Executive Officer
Renaut Fritsch
Chief Financial Officer
investors@smaio.com
NewCap
Dusan Oresansky/ Aurélie Manavarere
Investor Relations
smaio@newcap.eu
Tel.: +33 (0)1 44 71 94 92
NewCap
Arthur Rouillé
Media Relations
smaio@newcap.eu
Tel.: +33 (0)1 44 71 00 15