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(December 11, 2017)
Company announcement, Helsinki, 11 December 2017, at 9.00 AM
Nexstim Plc has entered into an agreement on a financing arrangement that is conditional on the approval of the Annual General Meeting
Nexstim Plc (NXTMH:HEX, NXTMS:STO) ("Nexstim" or the "Company"), a medical technology company developing and marketing pioneering navigated non-invasive brain stimulation systems for both therapeutic and diagnostic applications, announced in a company release published on 16 October 2017 that it was negotiating a financing arrangement (the "Financing Arrangement"), as described in the company release, with a European growth debt provider.
Today Nexstim announces that it has entered into a loan agreement with Kreos Capital V (UK) Limited ("Kreos"). In the Financing Arrangement, Kreos will grant Nexstim a senior secured term loan facility of EUR 4 million (the "Loan Agreement"). Loans drawn down under the Loan Agreement will carry interest at the rate of 10.75% per annum.
In addition to the interest, Nexstim will be liable for the following fees and expenses under the Loan Agreement:
- a EUR 40,000 transaction fee;
- a fee calculated as 1.75% of the amounts drawn down under the Loan Agreement; and
- if the Loan Agreement is not fully drawn, a fee calculated as 1.00% of the undrawn loan amount, however, should the Annual General Meeting not approve the Financing Arrangement, this fee will not become payable.
The following assets will be pledged, by Nexstim and its respective subsidiaries, pursuant to security agreements (the "Security Agreements"), as security for the amounts payable under the Loan Agreement:
- Nexstim's bank accounts, promissory notes establishing a business mortgage over Nexstim's assets, intra-group loan receivables, the Nex 10 and Nex 15 patent families and trademarks as specified in the relevant agreement and the shares in Nexstim's UK subsidiary Nexstim Ltd and shares in Nexstim's German subsidiary Nexstim Germany GmbH;
- the shares in Nexstim's US subsidiary Nexstim, Inc. as well as its assets capable of being pledged; and
- the bank accounts and receivables of Nexstim's German subsidiary Nexstim Germany GmbH.
The Security Agreements also include Nexstim's US subsidiary Nexstim Inc's Guaranty Agreement.
The Financing Arrangement also includes issuing warrants over new shares in Nexstim (the "Warrants"). An agreement governing the issuance of the Warrants would be entered into by and between Nexstim and Kreos Capital V (Expert Fund) LP (the "Warrant Agreement"). The maximum number of new shares to which the warrants entitle will be 1,739,761 (being 480,000 divided by the 90-day volume-weighted average price of the Nexstim share, as further specified in the Warrant Agreement).
The proceeds of the Financing Arrangement would primarily be used in furtherance of the bringing to market of Nexstim NBTŪ and NBS products in Europe and in particular in the United States.
The Financing Arrangement is conditional on the approval of the Annual General Meeting. In order for the Financing Arrangement to be effectuated, the Board of Directors intends to propose that the Annual General Meeting resolves to (i) approve the Financing Arrangement and (ii) authorise the Board of Directors to resolve on issuing the Warrants, being special rights entitling to shares. The Annual General Meeting is expected to be held on 28 March 2018.
Martin Jamieson, CEO
Further information is available on the website www.nexstim.com or by contacting:
Nexstim Martin Jamieson, CEO +44 77 1516 3942
UB Securities Oy (Certified Adviser) +358 (0)9 2538 0246
Citigate Dewe Rogerson +44 (0)207 2822949
David Dible/Isabelle Andrews/Shabnam Bashir [email protected]
About Kreos Capital
Kreos Capital is the leading provider of growth debt financing in Europe and Israel to high-growth companies. Since 1998, Kreos has completed over 450 transactions and committed over EUR 2.0 billion in 15 different countries. Kreos is dedicated to supporting management teams and their equity investors with flexible loan structures for all stages of a growth company's development and to addressing the needs for growth capital, working capital, acquisition financings, lower mid-market buy-outs, roll-up strategies, bank re-financings as well as pre-and post-IPO financings. Kreos' most recent fund, Kreos V, was launched in January 2016 and has EUR 400 million of equity commitments from top-tier institutional investors. The Kreos global team has extensive debt financing, management and equity investing experience, covering the pan-European market from its locations in London, Tel Aviv and Stockholm. Aris Constantinides, General Partner of Kreos Capital commented: "We are delighted to be supporting Nexstim in its new phase of commercial development particularly following the FDA approval of its depression device."
About Nexstim Plc
Nexstim is a medical technology company developing and marketing pioneering navigated non-invasive brain stimulation systems for both therapeutic (NBTŪ system) and diagnostic (NBS system) applications. Nexstim's NBS system is the only FDA cleared and CE marked system based on navigated Transcranial Magnetic Stimulation (nTMS) for the pre-surgical mapping of the speech and motor cortices of the brain. Based on the same technology platform, the Company has developed the Navigated Brain Therapy (NBTŪ) which is CE marked in Europe for the treatment of stroke, major depression and chronic neuropathic pain.
Nexstim has received clearance from the FDA for marketing and commercial distribution of its NBTŪ system for the treatment of Major Depressive Disorder (MDD) and looks forward to introducing the NBTŪ system for this important indication during H1 2018.
The NBTŪ system is currently in a 60 patient, supplemental Phase III study, E-FIT trial, for its use in stroke rehabilitation. The trial is expected to complete in mid-2018, allowing Nexstim to file for FDA clearance. FDA clearance would allow Nexstim to start marketing and selling its NBTŪ system for stroke rehabilitation in the USA.
Nexstim shares are listed on the Nasdaq First North Finland and Nasdaq First North Sweden. For more information please visit www.nexstim.comAttachments:
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