Insider Information: Nexstim Plc launches an unsecured convertible
bond offering of up to EUR 750,000
Company Announcement, Helsinki, 25 June 2024 at 9 AM (EEST)
Insider Information: Nexstim Plc launches an unsecured
convertible bond offering of up to EUR 750,000
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, NEW ZEALAND,
AUSTRALIA, JAPAN, HONG KONG, SINGAPORE OR SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL.
Nexstim Plc (NXTMH:HEX) (“Nexstim” or the
“Company”) announces that its board of directors
have resolved to take a loan so that the Company issues special
rights entitling to the shares pursuant to Chapter 10 of the
Finnish Companies Act to the lenders of the loan so that the
lenders shall have the right to subscribe for the Company’s shares
(the “Shares”) based on the respective special
rights and that the lenders shall have the right to pay the
subscription price of the Shares by setting it off against the loan
receivable (the “Convertible Bond”).
The Company shall take the loan referred to in the Convertible
Bond terms and conditions and shall issue simultaneously against
the loan a maximum amount of 288,669 special rights.
The Convertible Bond is issued in deviation from the
shareholders' pre-emptive subscription rights to the parties
approved separately by the board of directors.
The minimum amount of subscription of the Convertible Bond shall
be EUR 100,000 which can be converted into 35,971 new Shares (or an
adjusted number of shares as described in the terms) and pursuant
to the terms of this Convertible Bond.
The special rights are issued to secure financing required to
strengthen the working capital and the capital structure of the
Company cost effectively and to secure the self-financing
requirement of the EUR 1.5 million Finnvera Digitalisation and
Innovation loan application. Therefore, there is from the Company's
point of view a weighty financial reason to issue the special
rights.
The subscription period of the Convertible Bond commenced on 24
June 2024 at 9:00 a.m. Finnish time and ended on 24 June 2024 at
7:00 p.m. Finnish time.
The contemplated transaction aims to improve the financing
position of the Company and to facilitate the Company’s bank
financing arrangement, and the proceeds from the Convertible Bond
will be used for general corporate purposes.
The loan period shall commence on the payment of the Convertible
Bond to the Company and expire on the earlier of
(i) the date of
completion of the financing round of the Company first completed
after the date of the terms; and
(ii) on 24 June
2025
(hereinafter the "Maturity Date").
The Convertible Bond shall expire to be repayable in its
entirety in accordance with these terms of the loan on the Maturity
Date. The Convertible Bond cannot be repaid prior to the Maturity
Date without the lender’s consent.
An annual interest of 7% shall be paid to the capital of the
Convertible Bond.
The lender is entitled to convert the Promissory Note into the
shares of the Company in accordance with the terms described
below.
One special right entitles the lender to subscribe for one new
share of the Company (or for an adjusted number of shares
calculated as described in the terms).
When converting the Convertible Bond into the shares of the
Company during the Conversion Period, the subscription price of one
(1) share of the Company shall be EUR 2.78 per share. However, if
the subscription is made in connection with a financing round of
the Company first completed after the date of these terms during
the loan period, the subscription price shall be adjusted to be
equal to the subscription price offered to the investors
subscribing to shares in such financing round.
The subscription price has been set to equal to the 90-day
volume weighted average stock trading price of the Company’s share
between 7 February 2024 and 17 June 2024 added with 5%.
If, as described in the previous paragraph, the subscription
price of one (1) share of the Company is more or less than EUR 2.78
per share, the Company will adjust the maximum number of new shares
mentioned above so that the entire loan amount can be converted
into shares of the Company at the subscription price described in
the previous paragraph. Upon using the conversion right, a portion
corresponding to the subscription price of a share shall be set off
against the unpaid capital of the Convertible Bond.
The subscription price of the shares shall be entered in
entirety into the Company's invested non-restricted equity
fund.
The promissory notes will be automatically converted into the
Shares on the Maturity Date (“Conversion
Period”).
The Shares underlying the special rights connected to the
Convertible Bonds represent approximately 4.27% of the total number
of the Company’s issued and outstanding Shares immediately prior to
the offering in maximum, subject to potential adjustments to the
conversion price.
The complete terms and conditions are attached to this
announcement as Annex 1.
Further information is available on the website
www.nexstim.com, or by
contacting:
Mikko Karvinen, CEO+358 50 326
4101mikko.karvinen@nexstim.com
The Company’s Certified Advisor is Carnegie Investment Bank AB
(publ).
About Nexstim Plc
Nexstim is a Finnish, globally operating
growth-oriented medical technology company. Our mission is to
enable personalized and effective diagnostics and therapies for
challenging brain diseases and disorders.
Nexstim has developed a world-leading
non-invasive brain stimulation technology for navigated
transcranial magnetic stimulation (nTMS) with highly sophisticated
3D navigation providing accurate and personalized targeting of the
TMS to the specific area of the brain.
Nexstim’s Diagnostics Business focuses on
commercialization of the Navigated Brain Stimulation (NBS) system.
The NBS System 5 is the only FDA cleared and CE marked navigated
TMS system for pre-surgical mapping of the speech and motor
cortices of the brain.
Nexstim’s Therapy Business markets and sells the
NBS System 6 which is FDA cleared for marketing and commercial
distribution for the treatment of major depressive disorder (MDD)
in the United States. In Europe, the NBS 6 system is CE marked for
the treatment of major depression and chronic neuropathic pain.
Nexstim shares are listed on Nasdaq First North
Growth Market Finland.
For more information, please visit
www.nexstim.com
Forward-Looking Statements
This company announcement contains
forward-looking statements, including, without limitation,
statements regarding Nexstim’s strategy, business plans and focus.
The words “may”, “will”, “could”, “would”, “should”, “expect”,
“plan”, “anticipate”, “intend”, believe”, “estimate”, “predict”,
“project”, “potential”, “continue”, “target” and similar
expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these
identifying words. Any forward-looking statements in this
announcement are based on management’s current expectations and
beliefs and are subject to a number of risks, uncertainties and
important factors that may cause actual events or results to differ
materially from those expressed or implied by any forward-looking
statements contained in this announcement, including, without
limitation, any related to Nexstim’s business, operations, supply
chain, strategy, goals and anticipated timelines, competition from
other companies, and other risks described in the Report of the
Board of Directors and Financial Statements for the year ended on
31 December 2023 as well as our other past disclosures. Nexstim
cautions you not to place undue reliance on any forward-looking
statements, which speak only as of the date they are made. Nexstim
disclaims any obligation to publicly update or revise any such
statements to reflect any change in expectations or in events,
conditions or circumstances on which any such statements may be
based, or that may affect the likelihood that actual results will
differ from those set forth in the forward-looking statements. Any
forward-looking statements contained in this announcement represent
Nexstim’s views only as of the date hereof and should not be relied
upon as representing its views as of any subsequent date.
- Nexstim Plc_Company announcement_25062024_FINAL_EN
- Annex 1_Convertible Loan 24062024 - FINAL