SpineGuard Reports on its Extraordinary Shareholders Meeting held on 23 September 2021

·5 min read

PARIS & BOULDER, Colo., September 23, 2021--(BUSINESS WIRE)--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:

  1. Boost commercial activities with the launch of the DSG-Connect visual interface.

  2. Accelerate the implementation of the DSG digital technology in ortho-robotics through the deployment of AI algorithms, new scientific evidence, and additional patents.

  3. Intensify the collaboration with ConfiDent ABC for the dental application and co-develop a new generation of products embedding the DSG technology.

  4. 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210923005686/en/

Contacts

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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