PARIS & SAN FRANCISCO--(BUSINESS WIRE)--SpineGuard (FR0011464452 – ALSGD), an innovative company that designs, develops and markets disposable medical devices intended to make spine surgery safer, today announced the closing of a €1.6 million private placement capital increase and the launch of a €1.8 million public offering partially eligible for French TEPA act provisions.
Pierre Jérôme, CEO and Co-founder of SpineGuard, said: "This capital increase that we wish to open broadly will enable us to continue accelerating our sales growth. Our growth strategy is clear: complete the development of ‘smart screws’ with our partners, start marketing them quickly and continue expanding the scope of our DSG technology platform to make it an undisputed standard of care, while making SpineGuard profitable."
The company has closed a €1.553.000 private placement with institutional investors, at a price of €5 per share representing a 13% discount to SpineGuard's average share price in the 60 trading sessions before the date the price was set.
This private placement gives rise to the issue of 310,600 new shares, i.e. 7% of the existing shares with a settlement date on June 5, 2015.
This operation has been completed in accordance with article L.411-2 of the French Financial and Monetary Code para. II and per the decision of the board of Directors of SpineGuard held on June 2, 2015, pursuant the delegation from the shareholders meeting held on May 28, 2014 (resolution 13).
Subsequent to the above private placement, the company wishes to launch a second capital raise without preferential subscription rights or priority subscription period via a public offering per the decision of the SpineGuard’s Board of Directors held on June 2, 2015, pursuant the delegation from the shareholders meeting held on May 28, 2014 (resolution 9).
The price for this public offering is set at €5 per share on the same terms and conditions as those of the private placement.
This offer will amount to €1.8 million, of which the company's founders, inventors, independent directors and certain managers have already committed to participate for an amount of €0.5 million representing a maximum of 360,000 new shares excluding the extension clause, or 7.5% of the existing shares (after the private placement).
Depending on demand, the initial amount may, at the company's discretion, be increased by 15%, i.e. by a maximum of 54,000 new shares or €270,000.
This offer thus amounts to €1,800,000 of which €1,522,000 is eligible for mitigation of investors' French wealth tax (ISF) or French income tax (IR) liability under France's TEPA act. The subscription for this TEPA tranche is opened from June 4 until June 11, 2015, included.
If subscriptions received from this public offer exceed the aforementioned amount eligible for mitigation of investors' French wealth tax (ISF) or French income tax (IR) liability under France's TEPA act, subscriptions will be treated according to the first received first served rule, up to the available limit.
Orders may be sent to Invest Securities (attention of Didier Bourgeois: firstname.lastname@example.org).
In the event the capital increase would not reach at least 75% of the public offering, the company indicates that (i) it will be able to fulfill the financing of its strategy considering its available cash and its equity line (Paceo ®) and (ii) the subscription by the company's founders, inventors, independent directors and certain managers will be made effective using the appropriate shareholder’s delegation as authorized on May 28, 2014.
Indicative timetable of the transaction
Subscription period: Thursday 4 June to Thursday 11 June 2015, inclusive.
Settlement and delivery (règlement-livraison): 15 June 2015.
The public is invited to refer to SpineGuard's full-year 2014 financial results published on 25 March 2015, along with the 8 April 2015 press release relating to sales in the first quarter of 2015. The company also published a press release on 15 April 2015 covering Bordeaux university hospital's adoption of PediGuard. The company will announce its first-half 2015 sales on 9 July 2015, and will publish its first-half 2015 results on 24 September 2015.
In accordance with article 211-3 of the general regulation of the Autorité des Marchés Financiers (AMF), and applying the provisions of article L.411-2 of the French Monetary and Financial Code and article 211-2 of the AMF's general regulation, this issue will not involve the production of a prospectus requiring the AMF's approval.
The main risks associated with the issue are stated in the annual financial report published on 25 March 2015 and available on the company's website.
All information relating to this capital increase is set out in the document for investors available on the company's website.
Co-founded in 2009 in France and the USA by Pierre Jérôme and Stéphane Bette, SpineGuard’s mission is to make spine surgery safer. Its primary objective is to establish its proprietary Dynamic Surgical Guidance (DSG™) technology as the global standard of surgical care, initially for safer screw placement in spine surgery and then in other surgeries. PediGuard®, the first device designed using DSG was co-invented by Maurice Bourlion, Ph.D., Ciaran Bolger, M.D., Ph.D., and Alain Vanquaethem, Biomedical Engineer. It is the world’s first and only handheld device capable of alerting surgeons to potential pedicular or vertebral breaches. Over 38,000 surgical procedures have been performed worldwide with PediGuard. Numerous studies published in peer-reviewed medical and scientific journals have demonstrated the multiple benefits that PediGuard delivers to patients, surgical staff and hospitals. In 2015 SpineGuard started to expand the applications of DSG into pedicle screws through partnerships with innovative surgical companies in France and the US. SpineGuard has offices in San Francisco and Paris. For further information, visit www.spineguard.com.
The SpineGuard securities may not be offered or sold in the United States as they have not been and wíll 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.
Pierre Jérôme, +33 (0)1 45 18 45 19
Chief Executive Officer
Chief Financial Officer
Europe / NewCap
Investor Relations & Financial Communication
Florent Alba / Pierre Laurent, +33 (0)1 44 71 94 94
Ronald Trahan Associates Inc.
Ronald Trahan, APR, +1-508-359-4005, x108
Published at Business Wire