TruSpine Technolgs. - Convertible Loan Note, Debenture and AGM Update

28 March 2024

TruSpine Technologies plc

("TruSpine" or the "Company")

Convertible Loan Note, Debenture and AGM Update

TruSpine Technologies Plc, the medical device company focused on the spinal (vertebral) stabilisation market, provides an update in relation (1) unsecured Convertible Loan Note instrument announced on 14 March 2024, (2) the Debenture announced on 27 February 2023 and (3) the 2023 Annual General Meeting ("2023 AGM").

Convertible Loan Note

As announced on 14 March 2024, the Company constituted an unsecured Convertible Loan Note instrument for the issue of loan notes ("CLN" or "Notes") up to £1,500,000 ("CLN Instrument").

In accordance with the terms of the CLN Instrument:

-      no interest accrues on the Notes;

-      the Company may redeem the principal outstanding after the date of the instrument, otherwise, the loan notes are required to be redeemed on 30 June 2024 (the "Maturity Date");

-      the Company can serve a notice to convert the outstanding Notes into ordinary shares once sufficient headroom authority has been approved by shareholders (which is being sought at the forthcoming Annual General Meeting) (the "Authority Condition"); and

-      the Notes are convertible into ordinary shares at a price of 1.5 pence per share.

Once the Authority Condition has been satisfied, the Directors intend to issue a conversion notice to the noteholders to provide for the conversion of the then outstanding CLNs. Allowing the Company to convert the CLN will strengthen the Company's balance sheet and allow it to focus on development of the operational side of the business. The conversion price was set at a 130% premium to the share price prior to the CLN approval by the board of directors. The board of directors believes this premium represents a fair balance of the interests of existing shareholders and new investors.

Debenture

On 27 February 2023, the Company obtained a loan of £200,000 from The HUB 2021 Ltd (the "Lender") (the "Loan") and the Company granted a debenture in favour of the Lender, as security for the Company's obligations under the Loan (the "Charge").

The Company and the Lender have entered into an agreement, pursuant to which, the Lender has agreed with the Company to direct funds required to be repaid (being the principal amount of the Loan) to subscribe for CLNs under the terms of the CLN Instrument ("Lender CLN Subscription"). 

In consideration for the Lender CLN Subscription: (a) the outstanding Loan is discharged; and (b) the Lender has instructed the Company to arrange for the release of the Charge at Companies House.

2023 AGM

Further to the announcement of 15 March 2024 which stated that the 2023 AGM was targeted to be held in April 2024, the Company now anticipates that the 2023 AGM will be held in May 2024.

The Company does not currently have sufficient Authorities to satisfy the conversion of the Notes, however the Company intends to propose resolutions to seek authority to issue and allot new ordinary shares pursuant to the CLN Instrument at the forthcoming 2023 AGM. A further announcement will be made in course.

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:

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.