PARIS and BOULDER (CO), May 31, 2023, at6:00 pm CEST – 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.