- Share issue cap of 2.75 million shares under the first
tranche of EUR 5 million in Yorkville convertible bonds has been
reached
- Curetis elects to settle the excess entitlement under
the first tranche in shares
Elements of this announcement contain or may contain inside
information within the meaning of Article 7(1) of the Market Abuse
Regulation.
Amsterdam, the Netherlands,
Holzgerlingen, Germany, and San Diego, USA, August 1,
2019, 8:00 am CEST – In its press release dated October 2,
2018, Curetis N.V. (the "Company" and, together
with its subsidiaries, "Curetis"), a developer of
next-level molecular diagnostic solutions, announced that it
secured up to EUR 20 million in growth capital through the issuance
of convertible notes by the Company with share subscription
warrants to YA II PN, Ltd, an investment fund managed by Yorkville
Advisors Global LP, a U.S.-based management firm (the
“Investor” or “Yorkville”), and
that it had drawn down EUR 3.5 million of the first tranche of EUR
5 million by issuing convertible notes. On May 21, 2019, the
Company announced that it had drawn down the remainder of the first
tranche (i.e. EUR 1.5 million).
To date, Yorkville has issued several conversion
notices to convert part of the notes held by it into equity for
which the Company has issued new shares. Under the terms of the
agreement, the number of shares to be issued upon conversion of all
convertible notes of the first tranche shall not exceed 2.75
million shares (the “First Tranche Share Issue
Cap”). Any excess entitlement on the basis of the
conversion ratio will be settled in cash unless the Company elects
to settle such excess in shares. Yesterday evening, the Company
received a further conversion notice from Yorkville which, if fully
settled in shares, would result in the First Tranche Share Issue
Cap being exceeded. The Company will settle its obligations
resulting from this conversion notice fully in shares, thereby
exercising its right under the agreement with Yorkville to settle
the excess beyond the First Tranche Share Issue Cap in shares. The
Company also intends to elect settlement fully in shares in respect
of any further conversion of the remaining notes held by
Yorkville.
The shares issued by the Company upon conversion
of the first tranche of convertible notes subscribed for by
Yorkville up to the First Tranche Share Issue Cap have been and, to
the extent still available, will be issued pursuant to the
authorization granted at the Company’s Annual General Meeting held
on June 21, 2018 (the “2018 AGM”), which
designated the Company’s management board, subject to the approval
of the Company’s supervisory board, as the corporate body
authorized to issue shares and/or grant rights to subscribe for
shares in relation to strategic capital raising(s) and to limit or
exclude pre-emption rights relating thereto. Any shares issued by
the Company upon conversion of the first tranche of convertible
notes subscribed for by Yorkville to settle any excess beyond the
First Tranche Share Issue Cap will be issued pursuant to the 10%
authorization granted at the Company’s Annual General Meeting held
on June 27, 2019 (the “2019 AGM”), which
designated the Company’s management board, subject to the approval
of the Company’s supervisory board, as the corporate body
authorized to issue shares and/or grant rights to subscribe for
shares in relation to general capital raising(s) and to limit or
exclude pre-emption rights relating thereto. The Company may
thereafter be required to seek from its shareholders further
authorizations to issue additional shares upon conversion of
subsequent tranches of notes and exercise of warrants prior to the
funding of such subsequent tranches, based upon certain coverage
requirements specified in the agreement. For the avoidance of
doubt, the Company’s management board has further authorizations
(i) to issue, without pre-emption rights, up to approximately 2.25
million further shares and/or rights to subscribe for shares
pursuant to the authorizations granted by the 2019 AGM, but the
Company may only use such authority in relation to mergers and
acquisitions or strategic alliances, and (ii) to issue, with
pre-emption rights, up to approximately 11.23 million further
shares and/or rights to subscribe for shares pursuant to the
authorizations granted by the 2019 AGM, with a view to raise
additional capital to support the execution of the Company’s
revised strategy and the development of its business.
For further details on the Yorkville convertible
notes facility, please also see the “Convertibles” section under:
https://curetis.com/investors/#corporate-governance.
###
About Curetis
Curetis N.V.’s (Euronext: CURE) goal is to
become a leading provider of innovative solutions for molecular
microbiology diagnostics designed to address the global challenge
of detecting severe infectious diseases and identifying antibiotic
resistances in hospitalized patients.
Curetis’ Unyvero System is a versatile, fast and
highly automated molecular diagnostic platform for easy-to-use,
cartridge-based solutions for the comprehensive and rapid detection
of pathogens and antimicrobial resistance markers in a range of
severe infectious disease indications. Results are available within
hours, a process that can take days or even weeks if performed with
standard diagnostic procedures, thereby facilitating improved
patient outcomes, stringent antibiotic stewardship and
health-economic benefits. Unyvero in vitro diagnostic (IVD)
products are marketed in Europe, the Middle East, Asia and the
U.S.
Curetis’ wholly owned subsidiary Ares Genetics
GmbH is developing next-generation solutions for infectious disease
diagnostics and therapeutics. The ARES Technology Platform combines
the presumably most comprehensive database worldwide on the
genetics of antimicrobial resistances, ARESdb, with advanced
bioinformatics and artificial intelligence.
For further information, please visit
www.curetis.com and www.ares-genetics.com.
Legal Disclaimer
This document constitutes neither an offer to
buy nor to subscribe securities and neither this document nor any
part of it should form the basis of any investment decision in
Curetis.
The information contained in this press release
has been carefully prepared. However, Curetis bears and assumes no
liability of whatever kind for the correctness and completeness of
the information provided herein. Curetis does not assume an
obligation of whatever kind to update or correct information
contained in this press release whether as a result of new
information, future events or for other reasons.
This press release includes statements that are,
or may be deemed to be, “forward-looking statements”. These
forward-looking statements can be identified by the use of
forward-looking terminology, including the terms “believes”,
“estimates”, “anticipates”, “expects”, “intends”, “may”, “will”, or
“should”, and include statements Curetis makes concerning the
intended results of its strategy. By their nature, forward-looking
statements involve risks and uncertainties and readers are
cautioned that any such forward-looking statements are not
guarantees of future performance. Curetis’ actual results may
differ materially from those predicted by the forward-looking
statements. Curetis undertakes no obligation to publicly update or
revise forward-looking statements, except as may be required by
law.
Contact Details
Curetis GmbHMax-Eyth-Str.
4271088 Holzgerlingen, GermanyTel. +49 7031 49195-10pr@curetis.com
or ir@curetis.com www.curetis.com
Curetis International Media &
Investor InquiriesakampionDr. Ludger Wess / Ines-Regina
Buth Managing Partnersinfo@akampion.comTel. +49 40 88 16 59 64Tel.
+49 30 23 63 27 68
- 20190801_Curetis_PR_Yorkville_approved_final
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