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Company announcement, inside information, Helsinki, 7 April 2021 at 8.30 PM (EEST)
Nexstim Plc: Amendment of the terms of stock options programs and warrants
Nexstim Plc (NXTMH:HEX, NXTMS:STO) (”Nexstim” or ”Company”) has completed a subscription rights issue which ended on 29 March 2021 in Sweden and on 31 March 2021 in Finland. With reference to the Company announcement published earlier today the Company has also decided on directed share issue. In relation to these rights issues the Board of Directors has today on 7 April 2021 resolved to reduce the share subscription prices of the Company’s stock option programs 2016B-C, 2018A-B and 2020A-C as well as the exercise prices of the outstanding warrant agreements i.e. special rights to shares.
According to the terms and conditions of the stock option programs and the warrant agreements, the share subscription prices shall be amended so that the share subscription price of such stock option programs or warrants is comparable to the price prior to the aforementioned rights issues. Therefore, the subscription prices shall be amended as follows:
Option plan/ warrant
Subscription price per share before amendment
New subscription price per share
·to be decided 2022
Regarding option programs 2020A-C the Board of Directors further decided to amend the amounts of option in the option program resolved on June 10, 2020 aimed at the personnel, management and other interest groups of Nexstim Plc and its subsidiaries, by virtue of an authorization granted by Extraordinary General Meeting of Shareholders of the Company on 1 March 2021 as follows:
The maximum total number of stock options 2020 to be issued is 58,500,000 and they entitle their owners to subscribe for a maximum total of 58,500,000 new or treasury shares in the Company. The Board of Directors will resolve whether new or treasury shares are given to subscribers. Taking into account aforementioned subscription rights issue and direct issue, the number of shares subscribed by exercising stock options 2020 corresponds to a maximum total of 8.10 per cent of all shares in the Company after the potential share subscription, if 58,500,000 new shares are issued. For the avoidance of doubt, with this amendment the number of options shall increase by 19,500,000 option and shares.
The Company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the incentive and commitment program for the personnel, management and other interest groups. The purpose of the stock options is to encourage the personnel, management and other interest groups to work and co-operate on a long-term basis to increase shareholder value. The purpose of the stock options is also to commit the personnel, management and other interest groups to the Company.
Of the stock options after the amendment, 19,500,000 are part of stock options 2020A; 19,500,000 stock options 2020B; and 19,500,000 stock options 2020C. The share subscription period for stock options 2020A will be July 1, 2022—December 15, 2027; for stock options 2020B: July 1, 2023—December 15, 2028; and for stock options 2020C: July 1, 2024—December 15, 2029
All stock options will be issued gratuitously. New share subscription prices for stock options 2020A and 2020B are presented in the table above.
The share subscription price for stock options 2020C is the trade volume weighted average quotation of the share on Nasdaq First North Growth Market Finland during twenty (20) trading days following the release date of the Company´s Financial Statements of the year 2021.
The share subscription price will be credited to the reserve for the Company’s invested unrestricted equity. The shares must be paid upon subscription. The above changes shall be taken into account in the subscription prices
The amended terms of the option rights and warrants are available on the Company's website www.nexstim.com/investors/share-information/.
Leena Niemistö, Chair of the Board of Directors
Further information is available on the website www.nexstim.com, or by contacting:
Leena Niemistö, Chair
+358 9 2727 170
Erik Penser Bank AB (Certified Adviser)
+46 8 463 83 00
About Nexstim Plc
Nexstim is a Finnish, globally operating medical technology company. Our mission is to enable personalized and effective therapies and diagnostics for challenging brain diseases and disorders.
Nexstim has developed a world-leading non-invasive brain stimulation technology called SmartFocus®. It is a navigated transcranial magnetic stimulation (nTMS) technology with highly sophisticated 3D navigation providing accurate and personalized targeting of the TMS to the specific area of the brain.
SmartFocus® technology is used in Nexstim’s proprietary Navigated Brain Therapy (NBT®) system, which is FDA cleared for marketing and commercial distribution for the treatment of major depressive disorder (MDD) in the United States. In Europe, the NBT® system is CE marked for the treatment of major depression and chronic neuropathic pain.
In addition, Nexstim is commercializing its SmartFocus® based Navigated Brain Stimulation (NBS) system for diagnostic applications. The NBS system 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 shares are listed on the Nasdaq First North Growth Market Finland and Nasdaq First North Growth Market Sweden.
For more information please visit www.nexstim.com