- Global offering for an indicative amount of €10 million
composed of a private placement for institutional investors and a
public offering for retail investors via the PrimaryBid
platform.
- Convertible bonds for an amount of €10 million with a maturity
of 7 years to be subscribed for by long-term shareholder Celestial
Successor Fund, LP
- Closing of the PrimaryBid offering on July 12, 2023 at 10 pm
CEST and of the Private Placement on July 13, 2023 before the
markets open, unless closed earlier
Regulatory News:
DO NOT DISTRIBUTE DIRECTLY OR INDIRECTLY IN
THE USA, CANADA, AUSTRALIA OR JAPAN
Median Technologies (Euronext Growth – ALMDT) (the
"Company") announces today the launch of a capital increase
for an indicative amount of approximately €10 million (the
"Global Offering") via (i) a private placement by an
accelerated book-building process, pursuant to Article L.411-2, 1°
of the French Monetary and Financial Code (the "Private
Placement") and (ii) a public offering to retail investors via
the PrimaryBid platform (the "PrimaryBid Offering"). In the
event of excess demand from investors in the context of the Private
Placement, the Company reserves the right to increase the amount
raised up to the limit of 20% of its share capital.
The Company is also announcing the signature of a Securities
Purchase Agreement with Celestial Successor Fund, LP ("CSF
"), for a convertible bonds issuance (the "Convertible
Bonds") to CSF for an amount of €10 million. The Convertible
Bonds, with a 7-year maturity, will bear paid-in-kind interest at a
rate of 8.5%. The conversion price of the Convertible Bonds will be
set according to a formula including a 25% premium over an average
of the closing prices of the shares. CSF's subscription to the
Convertible Bonds is conditioned on the success of the Global
Offering.
The net proceeds from the Global Offering and the Convertible
Bonds issuance will mainly be intended:
- to accelerate the growth of the iCRO business, which provides
services to the global bio-pharmaceutical industry for image
management and analysis in oncology clinical trials,
- to pursue the development of the iBiopsy® AI/ML platform, which
develops software programs as medical device based on AI
technology. This financing is mainly focused on the clinical
program on Lung Cancer Screening that the Company intends to submit
to the FDA for approval in 2024, and
- for general corporate purposes.
This fundraising will extend the Company’s financing outlook
until 2025.
Finally, subject to certain conditions, the Company may draw the
second tranche of the loan granted by the European Investment bank
(EIB) for a further €10 million.
Terms of the Global Offering
The Global Offering will be carried out in two distinct but
concomitant components:
- a new ordinary shares issuance to institutional investors via a
Private Placement under the provisions of Article L.225-136 of the
French Commercial Code and Article L. 411-2,1° of the French
Monetary and Financial Code, without shareholders’ preferential
subscription rights. Pursuant to the 19th resolution of the
Company's Combined General Meeting of June 20, 2023 (the
"General Meeting"), the number of new shares may not exceed
20% of the Company's share capital and the issue price of the new
shares shall be set under the terms stipulated by the resolution;
and
- a public offering of new ordinary shares for individuals via
the Primary Bid platform, which will be carried out by a
proportional allocation to the demand for shares for which the
allocated amount represents no more than 20% of the Global Offering
and up to a maximum of €8M, with allocations reduced should demand
exceed this amount, pursuant to Article L.225-136 of the French
Commercial Code (pursuant to the 18th resolution of the General
Meeting).
The Private Placement is reserved in the European Economic Area
(including France), to qualified investors, as this term is defined
by Article 2(e) of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017, as amended. Shares
in the Company will only be offered or sold outside the United
States of America and in the context of offshore transactions,
pursuant to Regulation S of the Securities Act.
The PrimaryBid Offering will be carried out only in France.
The price of the new shares issued in the context of the Global
Offering will be identical for the Private Placement and the
PrimaryBid Offer and will be determined at the end of the
accelerated bookbuilding process carried out as part of the Private
Placement. The amount of the Global Offering will depend
exclusively on the orders received for each of the aforementioned
components without the possibility of reallocating amounts
attributed from one segment to the other. It is specified that the
PrimaryBid Offering, intended for private investors, is ancillary
to the Private Placement and that it will represent a maximum of
20% of the Global Offering and a maximum of €8M. In any event, the
PrimaryBid Offering will not take place if the capital increase in
the context of the Private Placement is not achieved. The Private
Placement is not conditioned on the PrimaryBid Offering.
The accelerated book-building process for the Private Placement
will begin immediately following the publication of this press
release and is expected to close before the markets open on July
13, 2023, subject to any early or extended closing. The PrimaryBid
Offering will begin immediately following the publication of this
press release and close today at 10 pm CEST, subject to any early
closing. The Company will announce the pricing of the Global
Offering via a press release as soon as possible after the
book-building ends.
Settlement-Delivery of the new shares to be issued in the Global
Offering and their admission for trading on Euronext Growth Paris
are expected on July 17, 2023. The new ordinary shares will be of
the same category and fungible with the existing ordinary shares,
will be entitled to all the rights associated with the existing
ordinary shares, and will be admitted to trading on Euronext Growth
Paris under the same ISIN FR0011049824.
Lock-up commitments
In connection with the Global Offering, the Company, the
executive officers and the members of the board of directors
(Conseil d’administration) have signed a lock-up agreement that
comes into effect on the date of the signing of the placement
agreement to be concluded between the Company and Bryan, Garnier
& Co and for a period of 90 days following the
Settlement-Delivery of the Global Offering, subject to certain
customary exceptions.
Eligibility of the Global Offering for the provisions of
Article 150-0 B ter of the CGI (reinvestment of capital
gains)
The Company is eligible for the provisions of article 150-0 B
ter of the CGI (reinvestment of the proceeds from disposals).
Investors likely to benefit from this scheme should consult their
usual tax adviser to assess their personal situation in the light
of the specific regulations applicable.
Lastly, the Company complies with the eligibility criteria for
the PEA PME-ETI scheme set out in Articles L. 221-32-2 and
D.221-113-5 et seq. of the French Monetary and Financial Code (Code
monétaire et financier). As a result, Median Technologies shares
can be fully integrated into the PEA and PEA PME-ETI accounts,
which benefit from the same tax advantages as the classic PEA.
Median Technologies is also qualified as an "Innovative Company"
(Entreprise Innovante) by Bpifrance.
Financial Intermediaries
Bryan, Garnier & Co is acting as sole Coordinator, Lead
Manager and Bookrunner for the Private Placement.
Investors can only partake in the PrimaryBid Offering via the
PrimaryBid partners referred to on the PrimaryBid website
(www.PrimaryBid.fr). The PrimaryBid Offering is not subject to any
placement agreement. For further details, please see the PrimaryBid
website at www.PrimaryBid.fr.
No Prospectus
The Global Offering is not subject to a prospectus requiring an
approval from by the French Financial Market Authority (Autorité
des Marchés Financiers) (the "AMF").
Update on the Company’s business activity for H1 2023
The Company reports today its business activity for the first
half of 2023 for the iCRO activity (non-audited figures) and the
iBiopsy® activity.
For the second quarter of 2023, the Company's revenue stands at
€5.8M, up by 3.6% from the first quarter of 2023 and 13.7% from the
fourth quarter of 2022. Revenue from the first 6 months of 2023 is
€11.4M, which is up from the second half of 2022 (€11.1M). All of
the revenue comes from the iCRO business, which provides services
to the global bio-pharmaceutical industry for image management in
oncology clinical trials.
The order backlog is €64.6M as at June 30, 2023, which is up
4.2% compared to the order backlog on March 31, 2023 and 6.3%
compared to the order backlog on December 31, 2022. As at June 30,
2023, the order backlog was at its highest level ever reached and
has been growing over the last three quarters.
iBiopsy®: onboarding of the clinical sites involved in the
pivotal validation plan in progress for iBiopsy® LCS CADe/CADx
Software as Medical Device
In February 2023, the Company announced the completion of the
Q-submission phase with the FDA. This phase seeks to clarify and
implement the FDA’s expectations on key topics including pivotal
study protocols for the iBiopsy® Lung Cancer Screening (LCS)
CADe/CADx Software as Medical Device. These protocols have now been
defined and will be used for the pivotal validation plan made of a
standalone performance study and a Multi-Reader Multi-Case (MRMC)
clinical trial.
During the first half year of 2023, the Company finalized
contracts with US- and EU-based academic clinical sites involved in
the pivotal validation plan for the iBiopsy® LCS CAe/CADx Software
as Medical Device. The Company is currently finalizing the
operational onboarding of these sites, a phase that began in the
third quarter of 2022. The Company is aiming to obtain marketing
authorizations of iBiopsy® LCS CADe/CADx Software as Medical Device
on the US market as well as the CE marking for the European market,
in 2024.
Cautionary Statement
The Company draws the public's attention to the fact that:
- the risk factors presented in the Annual
Financial Report for the financial year ended on December 31, 2022;
the occurrence of all or part of these risks may have an adverse
effect on the activity, financial position or results of the
Company or on its ability to achieve its objectives.
- the main risks of the capital increase
are:
- The market price of the Company's shares may fluctuate and fall
below the issue price of the new shares;
- Due to fluctuations of the stock markets, the volatility and
liquidity of the Company's shares may vary significantly;
- The issue of the Convertible Bonds is subject to certain
conditions, in particular the success of the Global Offering, and
once issued, the Company shall be obliged to follow its financing
plan and adhere to other commitments;
- Company shares may be transferred on the secondary market,
after the completion of the capital increase, and this could have
an unfavorable impact on the Company's share price;
- The Company has some flexibility with regard to the use of
proceeds from the Global Offering and the Convertible Bond issuance
and may use the proceeds in a way that investors may not approve or
that may not increase the short-term value of their
investment;
- A new offering on the market by the Company, after the capital
increase, would lead to an additional dilution for investors.
Detailed information about Median Technologies, in particular
its activity, its results and risk factors were presented in the
Annual Financial Report for the financial period ended on December
31, 2022, published on April 20, 2023 and in the Management Report
presented to the General Meeting of June 20, 2023. These documents
and other regulated information and press releases are available on
the Company's website in the Investor's section
(www.mediantechnologies.com).
Disclaimer
This press release is issued for information purposes only. This
press release is not and may not be considered to constitute a
public offering, a subscription offer, a sales offer or an
invitation to the public for a public offering of securities in any
country.
The dissemination, publication or distribution of this press
release in certain countries may constitute a breach of the legal
provisions in force. The information contained in this press
release does not constitute an offering of securities in France,
the USA, Canada, Australia, Japan or any other country. This press
release must not be published, transmitted or distributed, directly
or indirectly, in the territory of the USA, Canada, Australia or
Japan. This document does not constitute a sales offer or a public
offering of shares in Median Technologies in the USA or any other
country.
In France, the offer of Median Technologies shares described
below will be made in the context of (i) an offer to the benefit
qualified investors, as defined in Article 2(1)(e) of the
Prospectus Regulation (as defined below) and in accordance with
article L. 411-2 1° of the French Monetary and Financial code (code
monétaire et financier) and applicable regulatory provisions and
(ii) a public offering primarily intended to retail investors
through the PrimaryBid platform. Pursuant to article 211-3 of the
General regulations of the French financial markets authority
(Autorité des marchés financiers) (the “AMF”), articles 1(4)
and 3 of the Regulation (EU) 2017/1129 of the European Parliament
and of the Council of 14 June 2017, as amended (the “Prospectus
Regulation”) and applicable regulations, the offer of Median
Technologies shares will not require the publication of a
prospectus approved by the AMF.
With respect to Member States of the European Economic Area, no
action has been taken or will be taken to permit a public offering
of the securities referred to in this press release requiring the
publication of a prospectus in any Member State. Therefore, such
securities may not be and shall not be offered in any Member State
other than in accordance with the exemptions of Article 1(4) of the
Prospectus Regulation or, otherwise, in cases not requiring the
publication of a prospectus under Article 3 of the Prospectus
Regulation and/or the applicable regulations in such Member State
and according to the applicable regulations.
This press release and the information it contains are being
distributed to and are only intended for persons who are (x)
outside the United Kingdom or (y) in the United Kingdom and are (i)
investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the “Order”), (ii) high net worth entities
and other such persons falling within Article 49(2)(a) to (d) of
the Order (“high net worth companies”, “unincorporated
associations”, etc.) or (iii) other persons to whom an invitation
or inducement to participate in investment activity (within the
meaning of Section 21 of the Financial Services and Market Act
2000) may otherwise lawfully be communicated or caused to be
communicated (all such persons in (y)(i), (y)(ii) and (y)(iii)
together being referred to as “Relevant Persons”). Any
invitation, offer or agreement to subscribe, purchase or otherwise
acquire securities to which this press release relates will only be
engaged with Relevant Persons. Any person who is not a Relevant
Person should not act or rely on this press release or any of its
contents.
This press release may not be distributed, directly or
indirectly, in or into the United States. This press release and
the information contained therein does not, and will not,
constitute an offer of securities for sale, nor the solicitation of
an offer to purchase, securities in the United States or any other
jurisdiction where restrictions may apply. Securities may not be
offered or sold in the United States absent registration or an
exemption from registration under the U.S. Securities Act of 1933,
as amended (the “Securities Act”). The securities of Median
Technologies have not been and will not be registered under the
Securities Act, and Median Technologies does not intend to conduct
a public offering in the United States.
The distribution of this press release may be subject to legal
or regulatory restrictions in certain jurisdictions. Any person who
comes into possession of this press release must inform him or
herself of and comply with any such restrictions.
Any decision to subscribe for or purchase the shares or other
securities of Median Technologies must be made solely based on
information publicly available about Median Technologies. Such
information is not the responsibility of Bryan, Garnier & Co
and has not been independently verified by Bryan, Garnier &
Co.
About Median Technologies: Median Technologies provides
innovative imaging solutions and services to advance healthcare for
everyone. We harness the power of medical images by using the most
advanced Artificial Intelligence technologies, to increase the
accuracy of diagnosis and treatment of many cancers and other
metabolic diseases at their earliest stages and provide insights
into novel therapies for patients. Our iCRO solutions for medical
image analysis and management in oncology trials and iBiopsy®, our
AI-powered imaging platform for the development of software as
medical devices (SaMD) help biopharmaceutical companies and
clinicians to bring new treatments and diagnose patients earlier
and more accurately. This is how we are helping to create a
healthier world.
Founded in 2002, based in Sophia-Antipolis, France, with a
subsidiary in the US and another one in Shanghai, Median has
received the label “Innovative company” by the BPI and is listed on
Euronext Growth market (Paris). FR0011049824– ticker: ALMDT. Median
is eligible for the French SME equity savings plan scheme
(PEA-PME). For more information: www.mediantechnologies.com
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230712662151/en/
Median Technologies Emmanuelle Leygues Head of Corporate
Marketing & Financial Communications +33 6 10 93 58 88
emmanuelle.leygues@mediantechnologies.com
Press - ALIZE RP Caroline Carmagnol +33 6 64 18 99 59
median@alizerp.com
Investors - ACTIFIN Ghislaine Gasparetto +33 6 21 10 49
24 ggasparetto@actifin.fr
Median Technologies (EU:ALMDT)
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Median Technologies (EU:ALMDT)
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から 5 2023 まで 5 2024