- Private placement of €0.5m, conducted with a restricted group of Italian investors and Cambria Equity Partners
Regulatory News:
Ikonisys SA (ISIN Code: FR00140048X2 Mnemonic: ALIKO), a company specializing in the early and accurate detection of cancer with a unique and fully-automated solution for medical diagnostic labs (the "Issuer"), announced today that it raised €0.5m, via a private placement with Italian investors and its shareholder Cambria Equity Partners, in order to enlarge its international shareholders base and strengthen its financial resources, to secure well advanced commercial opportunities with prospects in the United States and in Europe.
The net proceeds of this issue, amounting to €0.5m, should provide the Issuer with additional resources to support its development in the framework of its first commercial success, notably by financing the working capital needs of the Issuer and by increasing its financial visibility. The new funds will also support the continued technological development of the Ikoniscope platform, particularly in the innovative field of Circulating Tumor Cells (CTC).
Legal terms of the Capital Increase
The implementation of this capital increase, carried out with cancellation of shareholders' subscription rights through a private placement, was approved by the Board of Directors of the Issuer at its meeting held on June 14, 2023 (the "Capital Increase
The new shares will be issued on the basis of the eighth resolution of the Issuer's shareholders' meeting held on June 16, 2022. The settlement-delivery of the new shares will take place on June 19, 2023.
The Capital Increase did not require the approval of a prospectus by the AMF.
Main terms of the Capital Increase
The Issuer has issued a total of 303,030 new ordinary shares, with a par value of €0.50 each, to a restricted circle of investors including Cambria Equity Partners (for approximately 10% of the funds raised), pursuant to article L. 411-2 1° of the French Monetary and Financial Code, in accordance with the 8th resolution passed by its Annual General Meeting on June 16, 2022.
The issuance price of the new shares issued under the Capital Increase, equal to €1.65 per share, represents a discount of approximately 1% on the Ikonisys share price at the close of 14 June 2023.
Impact of the transaction in terms of liquidity risk management and financing horizon
As at December 31, 2022, and as mentioned in the annual financial statements published on April 29, 2023, the Issuer's consolidated cash position amounted to €93,985.
Following the Capital Increase and taking into account the existing financing facility secured in October 2022, the Company is in a position to meet its financing needs for more than 12 months.
Impact of the Capital Increase on a shareholder holding 1% of the capital
- On the basis of the 9,481,727 shares outstanding, the impact on the shareholding of a shareholder holding 1% of the Issuer's capital prior to the transaction is as follows:
On a non-diluted basis | On a diluted basis (1) | |
Before completion of the Capital Increase | 1.00% | 0.96 |
After issuance of the 303,030 shares resulting from the Capital Increase | 0.97 | 0.93 |
(1) Dilution takes into account the exercise of all outstanding dilutive instruments likely to result in the issuance of a maximum indicative number of 426,673 new shares.
Capital breakdown before and after completion of the Capital Increase
Before the Capital Increase:
Shareholder | Number of shares | % of share capital and voting rights |
Cambria Co-Investment Fund | 5,268,989 | 55.57% |
Cambria Equity Partners | 2,344,019 | 24.72% |
MC Consulting* | 351,464 | 3.71% |
Free float | 1,517,255 | 16.00% |
TOTAL | 9,481,727 | 100.00% |
After the Capital Increase:
Shareholder | Number of shares | % of share capital and voting rights |
Cambria Co-Investment Fund | 5,268,989 | 53.85% |
Cambria Equity Partners | 2,374,049 | 24.26% |
MC Consulting* | 351,464 | 3.59% |
Free float | 1,790,255 | 18.30% |
TOTAL | 9,784,757 | 100.00% |
*Holding company of the CEO, Mario Crovetto
Risk factors related to the Issuer
Detailed information about the Issuer, including its business, financial information, results, outlook and related risk factors, is contained in the Annual Financial Report 2022 dated April 29, 2023. This document, together with other regulated information and all the Issuer's press releases, is available on the Issuer's website (https://www.ikonisys-finance.com/). Investors' attention is drawn to the risk factors relating to the Issuer and its activities presented on pages 16 to 44 of its Annual Financial Report 2022.
Mario Crovetto, CEO of Ikonisys, said: "We are pleased to welcome a group of Italian investors who know well Ikonisys as well as the medical technology sector applied to automated diagnosis. Italy has always been at the forefront of this field due to the historical presence of world leaders but also to a dense network of investors and innovative SMEs. Their support is a strong indicator of the relevance of our strategy and it reinforces our efforts to deploy our sales on a global scale."
About Ikonisys
Ikonisys SA is a cell-based diagnostics company based in Paris (France), New Haven (Connecticut, USA) and Milan (Italy) specialized in the early and accurate detection of cancer. The company develops, produces and markets the proprietary Ikoniscope20® platform, a fully-automated solution designed to deliver accurate and reliable detection and analysis of rare and very rare cells. Ikonisys has received FDA clearance for several automated diagnostic applications, which are also marketed in Europe under CE certification. Through its breakthrough fluorescence microscopy platform, the company continues to develop a stream of new tests, including liquid biopsy tests based on Circulating Tumor Cells (CTC).
For further information, please go to www.Ikonisys.com
Disclaimer
This press release contains forward-looking statements about the Issuer's prospects and development. These statements are sometimes identified by the use of the future tense, the conditional tense and forward-looking words such as "believe", "aim to", "expect", "intend", "estimate", "believe", "should", "could", "would" or "will" or, where appropriate, the negative of these terms or any other similar variants or expressions. This information is not historical data and should not be construed as a guarantee that the facts and data set forth will occur. This information is based on data, assumptions and estimates considered reasonable by the Issuer. It is subject to change or modification due to uncertainties relating to the economic, financial, competitive and regulatory environment. This information contains data relating to the Issuer's intentions, estimates and objectives concerning, in particular, the market, strategy, growth, results, financial situation and cash flow of the Issuer. The forward-looking information contained in this press release is made only as of the date of this press release. The Issuer does not undertake to update any forward-looking information contained in this press release, except as required by applicable law or regulation. The Issuer operates in a competitive and rapidly changing environment and therefore cannot anticipate all of the risks, uncertainties or other factors that may affect its business, their potential impact on its business or the extent to which the materialization of any one risk or combination of risks could cause results to differ materially from those expressed in any forward-looking information, it being recalled that none of this forward-looking information constitutes a guarantee of actual results.
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Contacts:
Ikonisys
Alessandro Mauri
CFO
investors@ikonisys.com
NewCap
Olivier Bricaud Louis-Victor Delouvrier
Investor Relations
Ikonisys@newcap.eu
Tel.: +33 (0)1 44 71 94 92
NewCap
Nicolas Merigeau
Media Relations
Ikonisys@newcap.eu
Tel.:+33 (0)1 44 71 94 98
