Fundamentals of the L1 Capital financing
Description and status on the L1 Capital financing:
Episurf Medical AB (publ) has signed an agreement relating to a financing of up to SEK 70 million. The capital will be used for execution of the company’s growth strategy. The transaction is carried out through the issuance of convertible notes (the “Notes”) with warrants attached (the “Warrants”) in several tranches spread over 36 months (each a ”Tranche”). Episurf received SEK 7 million through the first Tranche. Existing shareholders will receive free warrants to protect them against dilution.
The transaction in short:
- Investor is a fund managed by L1 Capital Pty, Ltd.
- Investor commitment to SEK 70 million of convertibles notes with warrants attached in multiple tranches over the next 36 months.
- Principal amount of SEK 50,000 per Note.
- Interest free.
- Maturity of 12 months.
- Conversion price 8% discount over the reference price. (Reference price is the lowest daily volume weighted average price (VWAP) during the past 15 trading days).
- Episurf has the option to remit cash or shares in the capital.
- Maturity of five (5) years.
- Strike price is the tranches issuance reference price plus 20%.
- Issuance of tranches is at Episurf’s discretion.
- Tranche issuance reference price is the lowest daily VWAP during the past 15 trading days.
- Number of Notes per tranche is the tranche amount divided by 50,000.
Series TO4B warrants was listed for trading on Nasdaq Stockholm 7 June 2018.
Holding of one (1) warrants of series TO4B entitles the holder to subscribe for one (1) new share at a price of SEK 6,10. Subscription of shares on the basis of the warrants may take place during the following periods:
– Thursday, May 9, 2019 until Thursday, May 23, 2019
– Saturday November 9, 2019 until Saturday, November 23, 2019
– Saturday, May 9, 2020 until Saturday, May 23, 2020
– Monday, November 9, 2020 until Monday, November 23, 2020
– Sunday, May 9, 2021 until Sunday, May 23, 2021
– Tuesday, November 9, 2021 until Tuesday, November 23, 2021
– Monday, May 9, 2022 until Monday, May 23, 2022
– Wednesday November 9, 2022 until Wednesday, November 23, 2022
– Tuesday, May 9, 2023 until Tuesday, May 23, 2023
– Thursday, November 9, 2023 until Thursday, November 23, 2023
Holders of warrants series TO4B 2018/2023 for a total value of SEK 500,000 or more may always exercise the warrants for subscription of shares, i.e. from 23 May 2018 until 23 May 2023.
Warrants of series TO4B have ISIN code SE0011309467.