Company Announcement, Helsinki, 13 May 2026 at 09:05 AM (EEST)
Inside Information: Nexstim Plc Announces EUR 5 Million Investment from Eiffel and from Brainlab and Conversion of Options by Certain Option Holders
Nexstim Plc ("Nexstim" or the "Company") announces that it has agreed on an investment with Eiffel Investment Group ("Eiffel") pursuant to which Eiffel will invest EUR 3.4 million in the Company by way of a directed share issue (the "Investment"). In addition, the Company has agreed with Brainlab SE ("Brainlab") on an additional investment of EUR 0.4 million in the Company (the "Brainlab Investment"). In connection with the Investment, Eiffel has agreed to acquire certain option rights from certain option holders of the Company and to exercise such option rights to subscribe for new shares in the Company. In addition, certain option holders have agreed to exercise certain option rights retained by them and subscribe for new shares in the Company representing approximately 4.2 percent of the outstanding shares in the Company following the conversion. The exercise of option rights by Eiffel and such option holders is referred to as the "Option Conversion". The Investment, the Brainlab Investment and the Option Conversion are together referred to as the "Arrangement".
Background and Rationale
The purpose of the Arrangement is to strengthen the Company's balance sheet and financial position to support the Company's growth strategy and the continued commercialization of its NBS System 6 platform[1] in the Diagnostics, Therapy, Research and Neuroscience Businesses. The Board of Directors of the Company (the "Board") considers the Arrangement to be in the best interest of the Company and all its shareholders.
The Arrangement
Pursuant to the Investment, the Company will issue 446,459 new shares in the Company to Eiffel at a subscription price of EUR 7.51 per share (the "Subscription Price"). The Subscription Price corresponds to a 15.0 percent discount to the volume-weighted average price of the Company's share on Nasdaq First North Growth Market Finland during the 10 trading days ending on the trading day immediately preceding the date of the agreement on the Investment. In addition, Eiffel will exercise the option rights acquired by it pursuant to the option purchase agreement and subscribe for 263,091 new shares in the Company at the exercise price applicable to each option right under the relevant option terms. Following the completion of the Investment, Eiffel will hold approximately 8.8 percent of the outstanding shares and votes in the Company. Part of the proceeds from the Investment shall be applied to finance the Option Conversion in a manner that supports the long-term growth of the Company and the retention and commitment of key personnel to the Company.
Pursuant to the Brainlab Investment, the Company will issue 56,041 new shares in the Company to Brainlab at the Subscription Price. As at the date of this announcement, Brainlab holds 250,000 shares in the Company, representing approximately 3.5 percent of the outstanding shares and votes in the Company. Following the completion of the Brainlab Investment, Brainlab will hold approximately 3.8 percent of the outstanding shares and votes in the Company.
The Board has resolved to deviate from the shareholders' pre-emptive subscription rights in connection with the Investment and the Brainlab Investment in order to execute the Arrangement in an expedient manner and to bring in Eiffel as a new strategic investor to support the Company's long-term growth objectives and to enable Brainlab, as an existing investor, to make a further strategic investment in the Company. The Board considers that there are weighty financial reasons for the deviation from the shareholders' pre-emptive subscription rights within the meaning of Chapter 9, Section 4 of the Finnish Companies Act (624/2006, as amended). The Subscription Price has been determined through arm's length negotiations and reflects a 15.0 percent discount to the volume-weighted average price of the Company's share on Nasdaq First North Growth Market Finland during the 10 trading days ending on the trading day immediately preceding the date of the agreement on the Investment, which the Board considers fair and reasonable in light of the Company's current financial position and market conditions. Prior to resolving on the Arrangement, the Board evaluated alternative financing options, including alternative financing instruments and structures available to the Company, including a rights issue based on shareholders' pre-emptive subscription rights, other equity financing arrangements, debt financing, convertible loan or other convertible financing instruments, and combinations thereof. In assessing the alternatives, the Board took into account, among other things, execution feasibility, timing, costs, certainty of execution, the Company's current financial position, market conditions, liquidity of the Company's shares, effects on the Company's capital structure, the position of existing shareholders and the Company's ability to implement its business plan. The Board concluded that the directed share issues enable the Company to obtain financing more quickly, cost-efficiently and with greater certainty of execution than the alternative financing structures assessed, and that the Arrangement as a whole supports the strengthening of the Company's capital structure, the development of its business and the implementation of the Company's strategic objectives. The Board considers the directed share issues and the Arrangement as a whole to be in the best interest of the Company and all its shareholders.
The Option Conversion
In connection with the Arrangement, Eiffel has agreed to exercise 263,091 option rights acquired by it pursuant to the option purchase agreement and subscribe for 263,091 new shares in the Company at the applicable exercise prices under the relevant option programs and option classes.
In addition, certain option holders of the Company have agreed to exercise 74,372 option rights retained by them and subscribe for 74,372 new shares in the Company at the applicable exercise prices under the relevant option programs and option classes.
The option rights exercised by Eiffel and the option holders relate to the following option classes: 2020A: EUR 2.00 per share; 2020B: EUR 7.00 per share; 2020C: EUR 4.87 per share; 2023A: EUR 3.63 per share; 2023H: EUR 3.63 per share; and 2024H: EUR 2.30 per share.
Following the Option Exercises, the shares subscribed for by Eiffel on the basis of the acquired option rights will represent approximately 3.3 percent of the outstanding shares and votes in the Company, and the shares subscribed for by the option holders will represent approximately 0.9 percent of the outstanding shares and votes in the Company. Together, such shares will represent approximately 4.2 percent of the outstanding shares and votes in the Company.
Eiffel Investment Group's Innovation team commented: "As a specialist investor supporting the growth of innovative European SMEs, our team is delighted to participate in this tailored capital increase alongside Brainlab. We believe this transaction will provide Nexstim with additional resources to accelerate the execution of its strategic commercial roadmap in diagnostics while further expanding its therapeutic applications. We are delighted to support Nexstim at this important stage of its development."
Rainer Birkenbach, CEO of Brainlab, comments: "Building on our close collaboration with Nexstim, this investment underlines our firm belief in the long-term success of navigated transcranial magnetic stimulation (nTMS). Since entering the partnership in 2024, we have seen increasing momentum, driven by its clear clinical value. With the recent launch of NBS 6, we can now offer our neurosurgery customers an integrated workflow spanning from nTMS to planning and surgery. Together, we will continue to advance the technology and strengthen its relevance for our customers worldwide, with a meaningful impact on patient outcomes."
Mikko Karvinen, CEO of Nexstim, comments: "We warmly welcome Eiffel as a new shareholder of Nexstim. We are also pleased with Brainlab's continued support both as an investor and as a promoter of Nexstim's diagnostics business. With the announced arrangement, we are expanding our shareholder base with an internationally recognized European growth investor, thereby strengthening the Company's financial position for the next phases in the execution of our profitable growth strategy."
Following the completion of the Investment, the Brainlab Investment and the Option Conversion, the total number of shares in the Company will increase from 7,234,896 shares to approximately 8,074,859 shares. The Arrangement will result in a dilution of approximately 10.4 percent for existing shareholders who do not participate in the Arrangement. Following the Arrangement, the diluted number of shares will increase from 9,325,334 shares to 9,827,834 shares, representing a dilution effect of approximately 5.1 percent in a fully-diluted basis.
The new shares issued in connection with the Arrangement are expected to be registered with the Finnish Trade Register on or about 18 May 2026 and to commence trading on Nasdaq First North Growth Market Finland on or about 20 May 2026.
Advisers
DNB Carnegie Investment Bank AB is acting as financial adviser and Attorneys-at-law TRUST Ltd is acting as legal counsel to Nexstim in connection with the Arrangement.
Further information is available on the website www.nexstim.com, or by contacting:
Mikko Karvinen, CEO
+358 50 326 4101
mikko.karvinen@nexstim.com
The Company's Certified Adviser is DNB Carnegie Investment Bank AB.
About Eiffel
Eiffel Investment Group is an independent asset manager with €8 billion under management (as of 31/03/2026, including undrawn commitments). Its investor base consists of large institutional investors (insurance companies, mutual insurers, pension funds, banks, family offices, public investors, etc.) as well as retail investors via intermediated distribution. Thanks to its in-depth financial expertise and recognized industrial know-how, Eiffel Investment Group invests in companies and their assets through a set of complementary strategies covering private debt, energy transition infrastructure (both debt and equity), private equity, and listed credit and equity markets. A pioneer in energy transition financing, Eiffel Investment Group places impact at the heart of its model. Its strategies aim to generate sustainable financial performance while making a concrete contribution to decarbonization, innovation, and the development of a more resilient economy. Drawing on experienced teams and a local presence in several key geographies, the group operates from its offices in Paris, Amsterdam, Milan, Warsaw, New York, and Abu Dhabi. This international footprint allows it to work closely with the companies and developers it supports.
About Brainlab
At Brainlab, we digitize medical workflows, from diagnosis to therapy, to offer clinicians and patients better treatment possibilities. Our innovative digital ecosystem forms the basis for modern healthcare technology in 4,000 hospitals in 120 countries. At the forefront of health technology for over 36 years, Munich-based Brainlab employs around 2,000 people with expertise across the entire healthcare value chain in 25 locations worldwide.
About Nexstim Plc
Nexstim is a Finnish, globally operating growth-oriented medical technology company. Our mission is to enable personalized and effective diagnostics and therapies for challenging brain diseases and disorders.
Nexstim has developed a world-leading non-invasive brain stimulation technology for navigated transcranial magnetic stimulation (nTMS) with highly sophisticated 3D navigation providing accurate and personalized targeting of the TMS to the specific area of the brain.
Nexstim's Diagnostics Business focuses on commercialization of the NBS System 6, which is the only FDA-cleared and CE-marked navigated TMS system for pre-surgical mapping of the speech and motor cortices of the brain.
Nexstim's Therapy Business markets and sells the NBS System 6 which is FDA-cleared for marketing and commercial distribution for the treatment of Major Depressive Disorder (MDD) in adult and adolescent patients who have failed to achieve satisfactory improvement from prior antidepressant medication in the current episode, and as an adjunct for the treatment of adult patients suffering from Obsessive Compulsive Disorder (OCD). In Europe, the NBS 6 system is CE-marked for the treatment of major depression, chronic neuropathic pain as well as post-operative rehabilitation of motor deficits of the upper limb.
Nexstim shares are listed on Nasdaq First North Growth Market Finland.
For more information, please visit www.nexstim.com.
Disclaimer
Publication, release, or distribution of this company release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where the company release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this company release is responsible for using this company release and the information herein in accordance with applicable rules in each jurisdiction. This company release does not constitute an offer to sell or solicitation or invitation of any offer to buy, acquire or subscribe for any securities in Nexstim in any jurisdiction, either from Nexstim or from anyone else.
This company release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction.
This company release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this company release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to USA, Australia, Hong Kong, Israel, Canada, Japan, South Africa, New Zealand, Russia, Switzerland, Singapore, South Korea or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
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In all EEA Member States ("EEA"), this communication is only addressed to and is only directed at qualified investors in the relevant Member State as defined in the Prospectus Regulation, i.e. only those investors to whom an offer may be made without an approved prospectus in the relevant EEA Member State.
Forward-looking statements
This company release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "implies", "should", "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this company release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this company release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this company release are correct, and each reader of the company release should not rely on the forward-looking statements in this company release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this company release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this company release, beyond what is required by law or Nasdaq First North Growth Market Rulebook for Issuers of Shares.
Potential investors should not put undue trust in the forward-looking statements herein, and potential investors are strongly recommended to read the sections in the Company's disclosure documents that include more detailed descriptions of the factors that can affect the Company's business and its associated market.
DNB CARNEGIE INVESTMENT BANK AB, FINLAND BRANCH IS ACTING AS FINANCIAL ADVISER TO THE COMPANY ONLY AND NO ONE ELSE IN CONNECTION WITH THE ARRANGEMENT AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF DNB CARNEGIE INVESTMENT BANK AB (PUBL) OR FOR PROVIDING ADVICE IN RELATION TO THE ARRANGEMENT.
Not yet commercially available in several countries. Please contact a Brainlab sales representative. ?
