TIDMTSP
RNS Number : 4092L
TruSpine Technologies PLC
03 January 2023
3 January 2023
TruSpine Technologies plc
("TruSpine" or the "Company")
Bridge Loan Facility and GBP2.4m Equity Investment Letter of
Intent
TruSpine Technologies Plc, the medical device company focused on
the spinal (vertebral) stabilisation market, announces that it has
entered into a GBP200,000 bridging loan facility ("Bridge Loan")
together with a non-binding letter of intent ("LOI") to provide
GBP2.4m staged equity funding over three tranches ("Investment
Agreement") with a UK investment group (the "Investment
Group").
Terms of the Bridge Loan :
Bridge Loan facility entered with Investment Group
- GBP200,000 to be available immediately
- 8% interest per annum
- Re-payable from proceeds of Tranche 1 of the non-binding LOI
or converted on same terms to equity as Tranche 1 (detailed
below)
Indicative Terms of the Investment Agreement:
Non-binding LOI to provide GBP2.4m equity funding
- Tranche 1 - GBP800k at 4p per new ordinary share drawn on
signing of Investment Agreement ("Tranche 1")
- Tranche 2 - GBP800k at 6p per new ordinary share drawn on
lodgement of FDA 510k application for Cervi-Lok ("Tranche 2")
- Tranche 3 - GBP800k at 10p per new ordinary share on FDA 510k
clearance for Cervi-Lok ("Tranche 3")
Conditions precedent for the equity funding include TruSpine
appointing a non-executive director, proposed by the Investment
Group (the "Nominated Director") and existing non-executive
director, Dr Timothy Evans, moving to an executive director
role.
Investment Agreement and Tranche 1 drawdown expected no later
than 31 January 2023, subject to completion of due diligence and
the appointment of the Nominated Director to the board of
TruSpine.
Due diligence process largely completed having commenced in
early November 2022 in conjunction with the TruSpine executive
team.
Under the Bridge Loan, the Investment Group is providing
GBP200,000 to the Company for general working capital purposes. The
Bridge Loan will be re-paid on the earlier of 30 June 2023 or the
date upon which Tranche 1 is confirmed pursuant to the Investment
Agreement.
The Company will also have the option to convert the Bridge Loan
to new ordinary shares on the same terms as Tranche 1 under the
Investment Agreement which would reduce the equity commitment of
the Investment Group by the Bridge Loan amount.
There is no certainty that the Investment Group will enter into
the Investment Agreement. The Investment Group is still in the
process of completing its due diligence. In the event that the
Investment Group does not complete its investment, the Company will
need to raise further funds in the short term. The Company will
continue to manage its working capital.
Ian Roberts, CEO of TruSpine commented: "The proposed equity
funding will ensure that our ground-breaking first spinal
stabilisation device, the Cervi-Lok, can continue on the 510k
pathway through to FDA clearance and onto commercialisation."
This announcement contains inside information for the purposes
of the UK Market Abuse Regulation, and the Directors of the Company
are responsible for the release of this announcement.
Enquiries:
TruSpine Technologies Plc Tel: +44 (0)20 3638 5025
Ian Roberts, CEO
Cairn Financial Advisers LLP (AQSE Corporate Adviser) Tel: +44 (0)20 7213 0880
Liam Murray / Ludovico Lazzaretti
Oberon Capital (Joint Broker) Tel: +44 (0)20 3179 5300
Mike Seabrook / Chris Crawford
Peterhouse Capital Limited (Joint Broker & Financial Adviser)
Tel: +44 (0)20 7469 0930
Lucy Williams / Duncan Vasey
Walbrook PR (Financial PR & IR) Tel: +44 (0) 20 7933 7870 or +44 (0) 7876 741 001
Anna Dunphy truspine@walbrookpr.com
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed
to be, forward looking statements. Forward looking statements are
identi ed by their use of terms and phrases such as "believe",
"could", "should" "envisage", "estimate", "intend", "may", "plan",
"potentially", "expect", "will" or the negative of those,
variations or comparable expressions, including references to
assumptions. These forward-looking statements are not based on
historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of
operations, performance, future capital and other expenditures
(including the amount, nature and sources of funding thereof),
competitive advantages, business prospects and opportunities. The
stated parameters of the planned agreement between the Company and
Spartan Medical, Inc. do not necessarily represent a final,
legally-binding contract. Such forward looking statements re ect
the Directors' current beliefs and assumptions and are based on
information currently available to the Directors.
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END
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