14 February 2024
TruSpine Technologies
plc
("TruSpine" or the
"Company")
Convertible Loan, Loan
Update, AGM Update and Related Party Transaction
TruSpine Technologies Plc, the
medical device company focused on the spinal (vertebral)
stabilisation market, announces that it has entered into a £50,000
convertible loan note agreement with Martin Armstrong (the "CLN
Agreement"), the former Non-Executive Chairman of the Company. The
Company also provides an update on the loan agreement announced on
5 January 2024 and on its 2022 annual general meeting ("2022 AGM")
which is due to be convened.
CLN
Agreement
Pursuant to the CLN Agreement, the
Company has received £50,000 (the "Convertible Loan Note") which
will be utilised for working capital purposes.
The Convertible Loan Note has been
issued on an interest free basis. The Convertible Loan Note has a
maturity date of 31 January 2025 and is unsecured.
At the discretion of the Company or
lender (being Martin Armstrong), the Convertible Loan Note is
convertible into new ordinary shares of 0.01 pence each in the
Company at a price of 2.5 pence per new ordinary share, subject to
the Company having sufficient share allotment authorities, and
should the Company wish to enact the conversion, the Company must
have received FDA clearance for its 501k application for
Cervi-LOK.
Related Party Transaction
Martin Armstrong is considered a
"Related Party" as defined under the AQSE Growth Market Access
Rulebook as a result of being a director of TruSpine within 12
months of the CLN Agreement being entered into. The CLN Agreement
therefore constitutes a related party transaction for the purposes
of Rule 4.6 of the AQSE Growth Market Access Rulebook.
The directors of TruSpine confirm
that, having exercised reasonable care, skill and diligence, the
related party transaction is fair and reasonable insofar as the
shareholders of TruSpine are concerned.
Loan Agreement Update
Further to the £30,000 loan
agreement announced on 5 January 2024 ("Loan Agreement"), the Loan
Agreement was due to be repaid by 31 January 2024. The Company has
not yet repaid the funds due under the Loan Agreement to Annabel
Schild who provided the funds to the Company under the Loan
Agreement.
AGM
Update
Further to the announcement of 27
November 2023, the Company intends to reconvene the 2022 AGM as
soon as practicable and a further announcement by the Company in
relation to the notice of the 2022 AGM will be made
shortly.
The Company has limited working
capital resources at present and continues to carefully manage its
weak cash position.
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 7118 0852
|
Laurence Strauss, Chief Executive
Officer
|
|
|
|
Cairn Financial Advisers LLP
(AQSE Corporate Adviser)
|
Tel: +44
(0)20 7213 0880
|
Liam Murray / Ludovico
Lazzaretti
|
|
Peterhouse Capital Limited
(Broker & Financial Adviser)
|
Tel: +44 (0)20 7469 0930
|
Lucy Williams / Duncan
Vasey
|
|
Novus Communications (PR and
IR)
|
Tel: +44
(0)207 448 9839
|
Alan Green / Jacqueline
Briscoe
|
novuscomms@truspine.org
|
Caution regarding forward looking
statements
Certain statements in this
announcement, are, or may be deemed to be, forward looking
statements. Forward looking statements are identified 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. Such
forward looking statements reflect the Directors' current beliefs
and assumptions and are based on information currently available to
the Directors.