Regulatory News:
SpineGuard (FR0011464452 ALSGD) (Paris:ALSGD), an innovative company that deploys its digital surgical guidance (DSG) technology based on local measurement of tissue electrical conductivity to secure and simplify the placement of bone implants (the "Company"), announces the completion of its capital increase through the issuance of New Shares with the removal of shareholders' preferential subscription rights and the maintenance of the priority period, which was open for subscription from December 9, 2025 to December 11, 2025 (the "Capital Increase") with the raising of €1.2 million.
Pierre Jérôme and Stéphane Bette, respectively Chief Executive Officer, Deputy Chief Executive Officer and Co-Founders of the Company, said: "We would like to express our sincere gratitude to all subscribers to this capital increase, both long-standing SpineGuard shareholders and new institutional and individual investors. The proceeds will enable us to continue developing our international commercial network and expanding the scope of our DSG technology platform. We are determined to reach operational break-even by the end of 2026. To do so, we are implementing our joint roadmap with Omnia Medical, our American partner, and seeking other partnerships in order to deploy DSG in power drills, orthopedic robots, and dental implantology."
Result of the Capital Increase
Within the priority period, the irreducible and reducible subscription requests from existing shareholders of the Company amounted to K€411 representing 25.73% of the total amount of the Capital Increase.
Under the Offer (as defined in the press release dated December 9, 20251), subscription requests totaling K€131 (representing 8.19% of the total amount of the Capital Increase) were recorded.
All subscriptions for irreducible and reducible securities within the framework of the maintenance of the priority period for shareholders, as well as subscriptions within the framework of the Offer, were fulfilled.
Since the total subscriptions, both irreducible and reducible, within the priority period and within the scope of the Offer, represented less than 75% of the initial gross amount of the Capital Increase, the guarantee commitments made by five investors who had undertaken to subscribe for the New Shares that had not been subscribed at the end of the subscription period for a maximum amount of €1,200,000 and within the limit of 75% of the initial gross amount of the Capital Increase were partially exercised for 5,864,400 New Shares representing an amount of €656,812.80.
The gross amount of the Capital Increase thus amounts to €1.2 million and results in the creation of 10,705,794 New Shares subscribed at a unit price of €0.1120.
Reasons for the Capital Increase
The net proceeds from the Capital Increase are estimated at €950,000 and are intended to strengthen the Company's financial structure and secure SpineGuard's financing, with the following main objectives:
to continue to develop and promote the international network of agents and distributors marketing devices based on DSG technology; and
to fuel ongoing strategic discussions on deploying DSG technology in new applications (orthopedic drills and robots, and dental implantology) through technological advances and intellectual property.
In view of the net proceeds from the Capital Increase and taking into account its commercial and financial projections, the reduction in its expenses and the progress made in discussions with potential partners with a view to concluding new strategic industrial agreements, the Company believes it will be able to cover its financing needs until the fourth quarter of 2026.
Furthermore, SpineGuard notes that subscriptions for the bond financing of up to €1 million concluded on September 10, 2025, are now closed.
SpineGuard is working to forge new strategic partnerships to expand the scope of applications for its DSG technology and is exploring various options to strengthen its financing.
The Company's share capital following the Capital Increase will amount to €4,460,748 and will be divided into 89,214,951 shares with a par value of €0.05 each.
Settlement-delivery
Settlement and admission to trading on the Euronext Growth Paris market are scheduled for December 18, 2025. These New Shares will carry current dividend rights, will be directly assimilated to existing SpineGuard shares, and will be traded on the same listing line as the latter (ISIN FR0011464452 Ticker ALSGD).
Impact of the Capital Increase on the Shareholder Structure
The distribution of capital and voting rights following the Capital Increase is as follows:
Actionnaires | Before the Capital Increase | After completion of the Capital Increase | ||
Number of shares | % of share capital and voting rights | Number of shares | % of share capital and voting rights | |
Pierre Jérôme | 1,077,942 | 1.37% | 1,077,942 | 1.21% |
Stéphane Bette | 937,582 | 1.19% | 937,582 | 1.05% |
Salariés et Administrateurs | 744,098 | 0.95% | 744,098 | 0.83% |
Treasury shares | 22,068 | 0.03% | 22,068 | 0.02% |
Free float | 75,727,467 | 96.48% | 86,433,261 | 96.88% |
TOTAL | 78,509,157 | 100.00% | 89,214,951 | 100.00% |
Impact of the Capital Increase on the Shareholder's Situation
The impact of the issuance of New Shares on the shareholding of a shareholder holding 1% of the Company's share capital prior to the Capital Increase and who did not subscribe to it is as follows:
Shareholder participation (in %) | ||
Non-diluted basis | Diluted basis(1) | |
Before issuance of New Shares resulting from the Capital Increase(2) | 1.00% | 0.97% |
After issuance of 10,705,794 New Shares resulting from the Capital Increase | 0.88% | 0.85% |
(1) Taking into account the share warrants, share subscription options, and bonus shares allocated by the Company as of the date of this press release | ||
(2) Calculations based on the number of shares comprising the share capital as of the date of this press release, i.e., 89,214,951 SpineGuard shares. | ||
Impact of the Capital Increase on shareholders' equity
The impact of the issuance of the New Shares on the Company's per share equity (calculated based on consolidated equity as of June 30, 2025) is as follows:
Share of equity (in €) | ||
Non-diluted basis | Diluted basis(1) | |
Before issuance of New Shares resulting from the Capital Increase | 0.0546 | 0.0628 |
After issuance of 10,705,794 New Shares resulting from the Capital Increase in the event of a limitation to 75% | 0.0581 | 0.0685 |
(1) Taking into account the share warrants, share subscription options, and bonus shares allocated by the Company as of the date of this press release. | ||
(2) Calculations based on the number of shares comprising the share capital as of the date of this press release, i.e., 89,214,951 SpineGuard shares | ||
Commitments to abstain and preserve
No commitment to abstain or retain shares has been made in connection with the Capital Increase.
Brochure
Pursuant to the provisions of Article L.411-2-1 1° of the French Monetary and Financial Code and Article 211-2 of the General Regulations of the French Financial Markets Authority (the "AMF"), the Capital Increase does not give rise to a prospectus subject to AMF approval insofar as the total amount of the offer calculated over a twelve-month period does not exceed €8 million.
Risk factors
The Company notes that the risk factors relating to the Company and its business are detailed in its 20252 half-year financial report and in its 20243 annual financial report, which are available free of charge on the Company's website.
The occurrence of all or part of these risks could have an adverse effect on the Company's business, financial position, results, development, or prospects. The risk factors presented in the above-mentioned documents remain unchanged as of the date of this press release.
Financial intermediary
Swiss Life Banque Privée
Coordinateur global
Next financial release:
The 2026 financial calendar will be published on January 5, 2026.
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 embedding its technology. Over 110,000 surgical procedures have been secured worldwide thanks to DSG and 39 studies published in peer-reviewed scientific journals have demonstrated the multiple benefits DSG offers to patients, surgeons, surgical staff and hospitals. Building on these strong fundamentals and several strategic partnerships, SpineGuard is expanding the scope of its DSG technology to the treatment of scoliosis via anterior approach, sacroiliac joint fusion, dental implantology and innovations such as the smart pedicle screw and power drill or surgical robotics. DSG was co-invented by Maurice Bourlion, Ph.D., Ciaran Bolger, M.D., Ph.D., and Alain Vanquaethem, Biomedical Engineer. SpineGuard has engaged in multiple ESG initiatives.
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.
Warning
This press release does not constitute an offer to sell or a solicitation of an offer to buy, and there will be no sale of common shares in any state or jurisdiction where such an offer, solicitation, or sale would be unlawful without registration or approval under the securities laws of that state or jurisdiction.
The distribution of this press release may be subject to specific regulations in certain countries. Persons in possession of this document are required to inform themselves of and comply with any such local restrictions.
This press release constitutes promotional communication and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (as amended, the "Prospectus Regulation").
Pursuant to the provisions of Article L.411-2-1 1° of the French Monetary and Financial Code and Article 211-2 of the AMF General Regulations, The Capital Increase will not give rise to a prospectus subject to AMF approval, as the total amount of the offer calculated over a twelve-month period does not exceed €8,000,000.
With regard to the member states of the European Economic Area (other than France) and the United Kingdom (the "Relevant States"), no action has been taken and no action will be taken to permit a public offering of securities requiring the publication of a prospectus in any of the Relevant States. Consequently, the securities may be offered and will be offered only (i) to qualified investors within the meaning of the Prospectus Regulation, for any investor in a Relevant State, or within the meaning of Regulation (EU) 2017/1129 as part of national law pursuant to the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), for any investor in the United Kingdom, (ii) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation or in the UK Prospectus Regulation, as applicable), or (iii) in accordance with the exemptions provided for in Article 1(4) of the Prospectus Regulation, or in other cases not requiring SpineGuard to publish a prospectus under the Prospectus Regulation, the UK Prospectus Regulation and/or the regulations applicable in these Relevant States.
This press release has not been issued or approved by an authorized person within the meaning of Section 21(1) of the Financial Services and Markets Act 2000. Accordingly, this press release is addressed and intended only for persons outside the United Kingdom, (i) investment professionals (as defined in section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order") (ii) persons falling within section 49(2)(a) to (d) (high net worth companies, unregistered associations, etc.) of the Order or (iii) any other persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in relation to the issue or sale of any securities may be lawfully communicated or otherwise communicated (all such persons being referred to as "Eligible Persons"). Any invitation, offer or contract relating to the subscription, purchase or acquisition of the securities referred to in this press release may only be addressed to or entered into with Eligible Persons. Any person other than an Eligible Person must refrain from using or relying on this press release and the information contained therein.
This press release may not be published, distributed or disseminated in the United States (including its territories and possessions). This press release does not constitute an offer or solicitation to purchase, sell or subscribe for securities in the United States. The securities referred to in this press release have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or any securities regulations applicable in any state or other jurisdiction in the United States and may not be offered or sold in the United States absent registration under the Securities Act, except pursuant to an exemption from registration or in a transaction not subject to registration under the Securities Act. SpineGuard does not intend to register the offering in whole or in part in the United States under and in accordance with the Securities Act or to make a public offering in the United States.
This press release may not be distributed directly or indirectly in the United States, Canada, Australia, or Japan.
This press release contains information about the Company's objectives and forward-looking statements. This information is not historical data and should not be interpreted as guarantees that the facts and data stated will occur. This information is based on data, assumptions, and estimates that the Company considers reasonable. The Company is unable to anticipate all risks, uncertainties, or other factors that may affect its business, their potential impact on its business, or the extent to which the occurrence of a risk or combination of risks could cause results to differ materially from those mentioned in any forward-looking information. This information is provided only as of the date of this press release. The Company undertakes no obligation to publish updates to this information or the assumptions on which it is based, except as required by applicable law or regulation.
Finally, this press release may be written in French and English. In the event of any differences between the two texts, the French version shall prevail.
| _____________________ |
1 Press release dated December 9, 2025 |
2 2025 Half-Year Financial Report |
3 2024 Annual Financial Report |
This press release and the information contained herein must not be distributed, directly or indirectly, in or into the United States, Canada, Japan or Australia.
View source version on businesswire.com: https://www.businesswire.com/news/home/20251215004908/en/
Contacts:
SpineGuard
Pierre Jérôme
CEO Chairman
Tel: +33 1 45 18 45 19
p.jerome@spineguard.com
SpineGuard
Anne-Charlotte Millard
CFO
Tel.: +33 1 45 18 45 19
ac.millard@spineguard.com
NewCap
Investor Relations Financial Communication
Mathilde Bohin
Tel: +33 1 44 71 94 94
spineguard@newcap.eu
