SpineGuard Establishes Three-Year, No-Minimum-Draw Standby Equity Facility (PACEO®) with Société Générale

  SpineGuard Establishes Three-Year, No-Minimum-Draw Standby Equity Facility
  (PACEO®) with Société Générale

Business Wire

PARIS & SAN FRANCISCO -- January 27, 2014

Regulatory News :

SpineGuard (Paris:ALSGD) (FR0011464452 - ALSGD), an innovative company that
designs, develops and markets disposable medical devices intended to make
spine surgery safer, announced today that it has entered into a Standby Equity
Facility (PACEO®) with Société Générale as authorized by the Shareholders’
Meeting of March 21, 2013. It remains at the sole discretion of SpineGuard to
determine the timing of the funding.

“The Board of SpineGuard approved the set-up of a Standby Equity Facility.
With this flexible and guaranteed solution, we are strengthening the capacity
of our development, while limiting dilution of our shareholders,” said Pierre
Jérôme, CEO and co-founder of SpineGuard. “This solution secures our financial
resources over time and does not reflect an immediate need of cash considering
SpineGuard’s available cash & treasury of € 6.5M as of December 31, 2013.”

Under the terms of the agreement Société Générale has committed to purchase
newly created shares at any time during the 36-month commitment period, within
the global limit of 400,000 shares, being 9.3% of the 4,311,112 shares
currently outstanding.

Should the entire standby equity facility be drawn down and resulting in the
issuance of 400,000 new shares, a shareholder who currently owns 1% of the
company’s share capital would experience a reduction of his / her ownership to
0.92%^1.

For each tranche, the price to be paid equals the volume weighted average
share price of the three trading days preceding the effective date of purchase
with a discount capped at 8% dependent on the size of the drawing. This
discount allows Société Générale, who is not positioned as a long-term
shareholder in the Company, to purchase the shares independently of market
volatility.

SpineGuard has no minimum drawdown obligation, and will use the facility at
its sole discretion if market conditions are favorable and in the best
interests of both the Company and its shareholders.

Next financial press release: 2013 annual results, March, 25 2014, before
equity markets opening.

About SpineGuard®

Co-founded in 2009 by Pierre Jérôme and Stéphane Bette, former executives at
Medtronic Sofamor-Danek and SpineVision, SpineGuard’s primary objective is to
establish its FDA-cleared and CE-marked PediGuard® device as the global
standard of care for safer screw placement in spine surgery. SpineGuard’s
mission is to make spine surgery safer. The company has offices in San
Francisco and Paris. For further information, visit www.spineguard.com.

About the PediGuard® Platform

Co-invented by Maurice Bourlion, Ph.D., Ciaran Bolger, M.D., Ph.D., and Alain
Vanquaethem, Biomedical Engineer, PediGuard is the world’s first and only
handheld device capable of alerting surgeons to potential pedicular or
vertebral breaches. Real-time feedback is provided via audio and visual
signals. Over 30,000 procedures have been performed with PediGuard on all
continents. Several studies published in peer-reviewed medical and scientific
journals have demonstrated that PediGuard detects 98% of pedicle breaches,
presents an average screw placement accuracy of 97% (vs. 92% on average for
navigation), provides 3-fold less pedicle perforations than with free-hand
technique and a 3-fold reduction in neuro-monitoring alarms. It also limits
radiation exposure by 25-30% and decreases by 15% the time for pedicle screw
placement.

About pedicle screw-based stabilization

Pedicle screw-based stabilization has become the gold standard for treating
spine instabilities and deformities. This market is growing due to the
increasing number of patients requiring surgical treatment and a larger number
of surgeons being trained in pedicle screw-based technologies. Technological
advancements such as minimally invasive surgery, bone substitutes, dynamic
stabilization and thoracic screws further reiterate the importance of pedicle
screw placement. However, accuracy of pedicle screw placement remains a
critical issue in spine surgery. In recently published papers studying screw
placement accuracy, the average rate of misplaced screws is approximately 20%
(Tian 2011, Gelalis 2011, Verma 2010) with 2-7% of patients presenting
neurologic complications (Amato 2010, Amiot 2000, Waschke 2012) and 4-5% of
patients having vascular complications (Sarlak 2009, Samdani 2009, Belmont
2002) due to misplaced screws.

About PACEO^®

The PACEO® is an equity financing solution that was designed by Société
Générale. The PACEO® helps issuers to diversify their funding sources through
an additional financing option, while preserving the financial balances. The
PACEO® may be drawn at the issuer’s sole discretion via the issue of new
shares at a low discount to the then market price; this solution provides the
same benefits as a capital increase while providing the same guarantee as a
confirmed credit line. With this transaction, Société Générale, the leading
institution for equity lines in France, has set up its 36^th PACEO®.

Disclaimer / Forward-looking statements
This communication does not constitute an offer or invitation to subscribe for
or purchase any securities of SpineGuard SA. This publication may contain
certain forward-looking statements concerning the Company and its business.
Such statements involve certain risks, uncertainties and other factors which
could cause the actual results, financial condition, performance or
achievements of the Company to be materially different from those expressed or
implied by such statements. Readers should therefore not place undue reliance
on these statements, particularly not in connection with any contract or
investment decision. The Company disclaims any obligation to update these
forward-looking statements.

^1 Based on 4,311,112 shares representing SpineGuard share capital

Contact:

SpineGuard
Manuel Lanfossi
CFO
m.lanfossi@spineguard.com
or
NewCap.
Investor relations & Financial communication
Florent Alba / Pierre Laurent, Tél.: +33 (0)1 44 71 94 94
spineguard@newcap.fr
or
Société Générale
Frédéric Sutterlin, Tél.:+33 (0)1 42 13 59 14
Director
frederic.sutterlin@sgcib.com
 
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