Company Announcement, Helsinki, 19 October 2017 at 9:00 AM
The Board of Directors of Nexstim Plc resolved on amendments of the stock options 2016 and on a new stock option plan for the CEO
Stock options 2016
The Board of Directors of Nexstim Plc resolved on May 25, 2016 to issue stock options to the key employees and consultants of the company and its subsidiaries. The resolution was based on an authorization by the Annual General Meeting of Shareholders of the Company held on March 31, 2016. The company has a compelling financial reason for the issue of stock options; the stock options are intended to form part of the incentive and commitment program for stock option plan participants. The purpose of the stock options is to incentivise participants to work on a long-term basis to deliver shareholder value. The purpose of the stock options is also to commit the participants to the company. The stock options 2016 have not yet been distributed and all the stock options 2016 are held by the company.
The number of the company's shares has increased considerably since May 2016 as a result of the financing arrangements with Bracknor Investment and the Finnish Innovation Fund Sitra. Because of the significant increase in the number of the company's shares, and in order to maintain plan fairness and consistency, the Board of Directors has resolved to amend the terms and conditions for the stock options 2016.
The amended maximum total number of stock options 2016 to be issued is 6,521,448 and entitles their owners to subscribe for a maximum total of 6,521,448 new shares in the company or existing shares held by the company. The stock options will be issued gratuitously. This amendment results in a 5,821,448 increase in the maximum total number of issued stock options and is based on an authorization granted by the Annual General Meeting of Shareholders of the Company held on March 28, 2017.
All 210,000 stock options 2016A, held by the company, have been converted into stock options 2016B. Of the stock options, 4,343,284 are marked with the symbol 2016B and 2,178,164 are marked with the symbol 2016C.
The number of shares subscribed by exercising stock options 2016 issued corresponds to a maximum total of 7.57 per cent of all shares and votes of the shares in the company registered at present, after the potential share subscription, if new shares are issued in the share subscription, compared to the total of 8.04 per cent of all shares then registered in the case of the original 2016 option plan. After the share subscriptions with stock options, the number of the company's shares could increaseby a maximum total of 6,521,448, if new shares are issued in the share subscription.
The share subscription price for stock options 2016B is EUR 0.160 per share. The share subscription price is the trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd over the 20 trading day period following release of the company's Financial Statements 2016. The share subscription price for stock options 2016C is the trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd during 20 trading day period following release of the company's Financial Statements 2017.
The share subscription period for stock options 2016B will be July 1, 2019-December 15, 2024, and for stock options 2016C, July 1, 2020-December 15, 2025.
If a participant's employment or service in a company belonging to the Group terminates, the participant will, as a rule, forfeit all stock options without compensation if the share subscription period has not begun; or have a period of 90 days in which to subscribe for the shares for which the share subscription period has begun, or otherwise forfeit such stock options.
Stock options 2017
The Board of Directors has resolved to launch a new stock option plan aimed at the Chief Executive Officer (CEO) of the company. The company has a compelling financial reason for the issue of these stock options, since they are intended to form part of the incentive and commitment program for the CEO. The purpose of the stock options is to incentivise the CEO to work on a long-term basis to deliver shareholder value and to ensure the CEO is commited to the company.
The maximum total number of stock options 2017 issued is 1,178,552, and they entitle their owner to subscribe for a maximum total of 1,178,552 new shares in the company or existing shares held by the company. The stock options will be issued gratuitously.
The number of shares subscribed by exercising stock options 2017 issued corresponds to a maximum total of 1.37 per cent of all shares and votes of the shares in the company registered at present, after the potential share subscription, if new shares are issued in the share subscription. After the share subscriptions with stock options, the number of the company's shares could increase by a maximum total of 1,178,552, if new shares are issued in the share subscription.
The share subscription price for stock options 2017 is EUR 0.160 per share. The share subscription price is the trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd over the 20 trading day period following release of the company's Financial Statements 2016. The share subscription period for stock options 2017 will be October 20, 2018-March 31, 2023.
If the CEO's service in the company terminates, he will, as a rule, forfeit all stock options without compensation if the share subscription period has not begun; or have a period of 90 days in which to subscribe for the shares for which the share subscription period has begun, or otherwise forfeit such stock options.
The Board of Directors resolved on the new stock option plan 2017 on the basis of the authorization granted by the company's Annual General Meeting of Shareholders held on March 28, 2017.
NEXSTIM PLC
Martin Jamieson, Chairman and CEO
Further information is available on the website www.nexstim.com or by contacting:
Nexstim +447715163942 Martin Jamieson, Chairman and CEO martin.jamieson@nexstim.com UB Securities Oy (Certified Adviser) +358 (0)9 2538 0246
Citigate Dewe Rogerson +44 (0)207 2822949 David Dible/Isabelle Andrews/Shabnam Bashir david.dible@citigatedr.co.uk
About Nexstim Plc Nexstim is a medical technology company developing and marketing pioneering navigated non-invasive brain stimulation systems for both therapeutic (NBT® system) and diagnostic (NBS system) applications. Nexstim's NBS system is the only FDA cleared and CE marked system based on navigated Transcranial Magnetic Stimulation (nTMS) for the pre-surgical mapping of the speech and motor cortices of the brain. Based on the same technology platform, the Company has developed the Navigated Brain Therapy (NBT®) which is CE marked in Europe for the treatment of stroke, major depression and chronic neuropathic pain.
Nexstim recently filed a 510(k) submission with FDA for NBT® system for the treatment of Major Depressive Disorder (MDD). Nexstim looks forward to introducing the NBT® system for this important indication in early 2018. The NBT® system is currently in a supplemental Phase III study, E-FIT trial, which will recruit 60 patients. The trial is expected to complete in Q2 2018, allowing Nexstim to file for FDA clearance. FDA clearance would allow Nexstim to start marketing and selling its NBT® system for stroke rehabilitation in the USA.
Nexstim shares are listed on the Nasdaq First North Finland and Nasdaq First North Sweden. For more information please visit www.nexstim.com
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