Regulatory News:
SpineGuard (FR0011464452 – ALSGD), an innovative company that
deploys its DSG® (Dynamic Surgical Guidance) sensing technology to
secure and streamline the placement of bone implants, reports on
its Extraordinary Shareholder’s Meeting held behind closed doors at
the Company's headquarters on September 23, 2021 at 10 a.m. and Mr.
Pierre Jérôme, Chairman, CEO and co-founder of SpineGuard acting as
Chairman.
In the context of the Coronavirus (Covid-19) epidemic, and in
compliance with the measures taken by the Government, in particular
the Ordinance n° 2020-321 of March 25, 2020 amended and extended by
Ordinance No. 2020-1497 of December 2, 2020, the meeting was held
without the physical presence of the shareholders. Shareholders
were able to follow the meeting live through webcast. The replay of
this meeting is also available on the following link only in
French: here.
It is also reminded that at the request of the Company, the
President of the Commercial Court of Créteil appointed, by order of
July 23, 2021, SELARL AJILINK LABIS CABOOTER in the person of
Maître Jérôme De Chanaud, as ad-hoc representative to represent
defaulting shareholders at the Extraordinary General Meeting, it
being specified that the voting rights attached to the shares of
defaulting shareholders had to be exercised by the ad hoc proxy in
a sense in accordance with the corporate interests, at the rate of
two-thirds of votes positive and one third of negative votes, in
order to make “neutral”, in terms of qualified majority, the
participation of the ad-hoc representative in the
deliberations.
As of 23 September 2021, the total number of Company shares
amounts to 29,636,517 for 29,610,106 voting rights. During this
Extraordinary General Meeting, Société Générale Securities
Services, the provider of securities service to SpineGuard,
reported that out of a total number of 29,610,106 shares, i.e.
29,610,106 voting rights:
- Shareholders holding 11.44% of the share capital (representing
3,386,236 shares and voting rights) gave proxy to the Chairman by
vote received or through the dematerialized platform
Votaccess,
- Shareholders holding 7.52% of the share capital (representing
2,225,272 shares and voting rights) voted by mail or through the
dematerialized platform Votaccess.
And represent a total of 18.95% of the share capital equal to
5,611,508 shares and voting rights.
Consequently, Maître Jérôme de Chanaud, in his capacity of
ad-hoc representative, voted for 23,998,598 shares and votes,
representing 81.05% of defaulting shareholders.
In accordance with the Order of the President of the Commercial
Court of Créteil of July 23, 2021, the 23,998,598 voting rights
attached to the 23,998,598 shares of defaulting shareholders were
exercised by the ad hoc proxy in the following way:
- 15,999,065, i.e. two-thirds of positive votes in favor of the
resolutions presented, and
- 7,999,533, i.e. one third of negative votes against the
resolutions presented, with the exception of resolution 11, the
votes of which are reversed. Results of votes at the Extraordinary
General Meeting
After deliberation, all the resolutions of the Extraordinary
General Assembly were adopted in accordance with the
recommendations of the Board of Directors.
2021 Perspectives
The cash position as of August 31, 2021 of € 6.2 M plus the
secured equity line facility for € 5.0 M means that the total cash
available to the Company is € 11.2 M. Considering the current cash
position, the secured convertible bond facility and the recurring
expected business, the Company estimates that it can fund its needs
throughout 2023.
For 2021 SpineGuard focuses on the following priorities while
striving to remain close to breakeven:
- Boost commercial activities with the launch of the DSG-Connect
visual interface.
- Accelerate the implementation of the DSG digital technology in
ortho-robotics through the deployment of AI algorithms, new
scientific evidence, and additional patents.
- Intensify the collaboration with ConfiDent ABC for the dental
application and co-develop a new generation of products embedding
the DSG technology.
- Affirm the company’s technological shift and sign strategic
partnerships, in particular for the use of DSG technology in the
robotic field.
The company’s half-year financial report is available in the
Investors > Exchange filings section of the www.spineguard.com
website in French only.
Next financial press release: Third quarter 2021 revenue
on October 14, 2021.
About SpineGuard®
Founded in 2009 in France and the USA by Pierre Jérôme and
Stéphane Bette, SpineGuard is an innovative company deploying its
proprietary radiation-free real time sensing technology DSG®
(Dynamic Surgical Guidance) to secure and streamline the placement
of implants in the skeleton. SpineGuard designs, develops and
markets medical devices that have been used in over 85,000 surgical
procedures worldwide. Seventeen studies published in peer-reviewed
scientific journals have demonstrated the multiple benefits DSG®
offers to patients, surgeons, surgical staff and hospitals.
Building on these solid fundamentals and several strategic
partnerships, SpineGuard has expanded its technology platform in a
disruptive innovation: the « smart » pedicle screw launched late
2017 and is broadening the scope of applications in dental
implantology and surgical robotics. DSG® was co-invented by Maurice
Bourlion, Ph.D., Ciaran Bolger, M.D., Ph.D., and Alain Vanquaethem,
Biomedical Engineer.
For further information, visit www.spineguard.com.
Disclaimer
The SpineGuard securities may not be offered or sold in the
United States as they have not been and will 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20210923005686/en/
SpineGuard Pierre Jérôme CEO & Chairman Tel: +33 1 45
18 45 19 p.jerome@spineguard.com
SpineGuard Manuel Lanfossi CFO Tel: +33 1 45 18 45 19
m.lanfossi@spineguard.com
NewCap Investor Relations & Financial Communication
Mathilde Bohin / Pierre Laurent Tel.: +33 1 44 71 94 94
spineguard@newcap.eu
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