NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
THIS PRESS RELEASE CONTAINS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE
(7)(1) OF THE EUROPEAN MARKET ABUSE REGULATION (596/2014)
Existing shareholders INKEF Capital and EQT Life Sciences as well as certain
founders, management and members of the Board of Directors participated in the
Accelerated Bookbuild Offering
Upsize option fully subscribed on strong demand from long only and specialist
institutional investors and French retail investors
EINDHOVEN, the Netherlands, March 21, 2024 (GLOBE NEWSWIRE) -- ONWARD Medical
N.V. (Euronext: ONWD) (the "Company" or "ONWARD Medical"), the medical
technology company creating innovative spinal cord stimulation therapies to
restore movement, function, and independence in people with spinal cord injury
(SCI) and movement disorders, announces today that it successfully raised an
amount of EUR20 million in gross proceeds by way of an accelerated bookbuild
offering through a private placement with institutional investors, certain
founders, and certain management and members of the Board of Directors of
4,307,641 new ordinary shares (the "Private Placement") via the Joint
Bookrunners (as defined below) and a separate public offering via the PrimaryBid
platform with retail investors in France of 136,803 new ordinary shares (the
"Public Offering"), representing a total of 4,444,444 new ordinary shares (such
shares the "New Shares" and the Private Placement and the Public Offering
together, the "Offerings"). New Shares were offered at an issue price of EUR4.50
per share (the "Issue Price").
"We are delighted to announce the successful capital raise of EUR20 million,
including a fully subscribed upsize option despite challenging market
conditions," said Dave Marver, CEO of ONWARD Medical. "We thank our new and
existing shareholders for their support and confidence in the Company. With
these funds, we will work with great intensity to develop and commercialize our
breakthrough therapies for people with spinal cord injury."
ONWARD Medical currently envisions using the net proceeds of the Offerings to:

  * Fund research & development activities, including continued product
    development and regulatory approval of the investigational ARC-EX(®) System
    to restore hand and arm function and the investigational ARC-IM(®) System
    for improved blood pressure regulation after spinal cord injury (45%);

* Establish a commercial organization in preparation for expected US launch of

    the ARC-EX System second half of this year, including hiring a field sales
    organization, producing training and education materials, attending
    congresses and events, developing customer support capabilities, and
    conducting market access and reimbursement activities (15%);
  * Build quality, operations, and other infrastructure capabilities (35%); and
  * Fund working capital requirements (5%).

The New Shares are expected to be listed and admitted to trading on Euronext
Brussels and Euronext Amsterdam on March 25, 2024, and payment and delivery of
the New Shares are expected to take place on March 25, 2024. The New Shares will
rank pari passu in all respects with the existing ordinary shares in the
Company.
Bryan, Garnier & Co acted as Sole Global Coordinator and, together with Bank
Degroof Petercam SA/NV and KBC Securities NV, as Joint Bookrunners (the "Joint
Bookrunners") of the Private Placement.
Existing shareholders participated in the deal with an aggregate of 333,333
shares and 333,333 shares respectively allocated to INKEF Capital and EQT Life
Sciences. Following the Offerings, INKEF Capital and EQT Life Sciences will
respectively hold 11.5% and 11.2% of the Company's share capital. An aggregate
of 246,555 shares were also allocated to the following management, founders, and
members of the Board of Directors of the Company: Dave Marver, CEO; Robert
Odell, VP Operations; Lorenzo Fanti, VP Legal; Co-Founders Jocelyne Bloch and
Grégoire Courtine, CSO; and Directors Ian Curtis, Kristina Dziekan, and Fred
Colen.
The net proceeds from the Offerings are expected to extend the current cash
runway of the Company into mid-2025.
The Company's shareholder structure before the Offerings, with respect of the
size of the shareholders which have a direct or indirect capital or voting
interest of 3% or more and the free float, was as set out below:

              Ordinary Shares as of the Date of the Offering
             ------------------------------------------------------------------------------

Shareholders

                                                                                     Voting
                                      Amount                           Share Capital rights
             ------------------------------------------------------------------------------

INKEF
Capital BV 3,654,421 438,531 12.1%
EQT Life

 Sciences                         3,550,035                                 426,004   11.8%
 Gimv                             3,201,689                                 384,203   10.6%

Wellington
Partners

 GmbH                             2,638,936                                 316,672    8.7%
 Invest-NL NV                     1,086,875                                 130,425    3.6%

David L.

 Marver                             961,579                                 115,389    3.2%
 Free Float                      15,090,853                               1,810,902   50.0%

Taking into account the effects of the Offerings with respect of the size of the
shareholders which have a direct or indirect capital or voting interest of 3% or
more and the free float will be as set out below upon closing of the Offerings:
In relation to the Private Placement, the Company has agreed with the Joint
Bookrunners to a 90-day standstill period on future share issuances waivable by
the Joint Bookrunners and subject to customary exceptions. Certain members of
the Board of Directors and John Murphy have agreed with the Joint Bookrunners to
a market customary 180-day lock-up period waivable by the Joint Bookrunners and
subject to customary exceptions.
*All ONWARD Medical devices and therapies, including but not limited to ARC-
IM(®), ARC-EX(®), ARC-BCI(TM), and ARC Therapy(TM), alone or in combination with a
brain-computer interface (BCI), are investigational and not available for
commercial use.
About ONWARD® Medical
ONWARD Medical is a medical technology company creating therapies to restore
movement, function, and independence in people with spinal cord injury (SCI) and
movement disabilities. Building on more than a decade of science and preclinical
research conducted at leading neuroscience laboratories, the Company has
received ten Breakthrough Device Designations from the US Food and Drug
Administration for its ARC Therapy(TM) platform.
ONWARD® ARC Therapy, which can be delivered by external ARC-EX(®) or implantable
ARC-IM® platforms, is designed to deliver targeted, programmed spinal cord
stimulation. Positive results were presented in 2023 from the Company's pivotal
study, called Up-LIFT, evaluating the ability for transcutaneous ARC Therapy to
improve upper extremity strength and function. The Company is now preparing
regulatory approval submissions for ARC-EX for the US and Europe. In parallel,
the Company is conducting studies with its implantable ARC-IM platform, which
demonstrated positive interim clinical outcomes for improved blood pressure
regulation, a component of hemodynamic instability, following SCI. Other ongoing
studies include combination use of ARC-IM with a brain-computer interface (BCI)
to address multiple symptoms of SCI.
Headquartered in Eindhoven, the Netherlands, ONWARD Medical has a Science and
Engineering Center in Lausanne, Switzerland and a US office in Boston,
Massachusetts. The Company also has an academic partnership with .NeuroRestore,
a collaboration between the Swiss Federal Institute of Technology (EPFL) and
Lausanne University Hospital (CHUV).
ONWARD Medical is listed on Euronext Brussels and Amsterdam (ticker: ONWD).
For more information, visit ONWD.com and connect with us on LinkedIn and
YouTube.
For Company Enquiries:
info@onwd.com (mailto:info@onwd.com)
For Media Enquiries:
Aditi Roy, VP Communications media@onwd.com (mailto:media@onwd.com)
For Investor Enquiries:
Khaled Bahi, Interim CFO investors@onwd.com (mailto:investors@onwd.com)
Disclaimer
Certain statements, beliefs, and opinions in this press release are forward-
looking, which reflect the Company's or, as appropriate, the Company directors'
current expectations and projections about future events. By their nature,
forward-looking statements involve several risks, uncertainties, and assumptions
that could cause actual results or events to differ materially from those
expressed or implied by the forward-looking statements. These risks,
uncertainties, and assumptions could adversely affect the outcome and financial
effects of the plans and events described herein. A multitude of factors
including, but not limited to, changes in demand, competition, and technology,
can cause actual events, performance, or results to differ significantly from
any anticipated development. Forward-looking statements contained in this press
release regarding past trends or activities should not be taken as a
representation that such trends or activities will continue in the future. As a
result, the Company expressly disclaims any obligation or undertaking to release
any update or revisions to any forward-looking statements in this press release
as a result of any change in expectations or any change in events, conditions,
assumptions, or circumstances on which these forward-looking statements are
based. Neither the Company nor its advisers or representatives nor any of its
subsidiary undertakings or any such person's officers or employees guarantees
that the assumptions underlying such forward-looking statements are free from
errors nor does either accept any responsibility for the future accuracy of the
forward-looking statements contained in this press release or the actual
occurrence of the forecasted developments. You should not place undue reliance
on forward-looking statements, which speak only as of the date of this press
release. All ONWARD Medical devices and therapies referenced here, including but
not limited to ARC-IM(®), ARC-EX(®), ARC Therapy(TM), and ARC-BCI(TM) are
investigational and not available for commercial use.
Additional important information
These materials may not be published, distributed or transmitted in the United
States, Canada, Australia or Japan. These materials do not contain, constitute
or form part of an offer of securities for sale or a solicitation of an offer to
purchase securities (the "Securities") of ONWARD Medical N.V. (the "Company"),
in the United States, Australia, Canada, Japan or any other jurisdiction in
which such offer or solicitation is unlawful. The Securities of the Company may
not be offered or sold in the United States absent registration or an exemption
from registration under the U.S. Securities Act of 1933, as amended (the
"Securities Act"). There will be no public offering of the Securities in the
United States. The Securities of the Company have not been, and will not be,
registered under the Securities Act. The Securities referred to herein may not
be offered or sold in Australia, Canada or Japan or to, or for the account or
benefit of, any national, resident or citizen of Australia, Canada or Japan
subject to certain exceptions. No public offering of the securities will be made
in the United States.
This document (and the information contained within) is an advertisement and not
a prospectus within the meaning of the Regulation (EU) 2017/1129 in each member
state ("Member State") of the European Economic Area (the "Prospectus
Regulation"). The Company has not authorised any offer to the public of
Securities in any Member State of the European Economic Area other than within
the Republic of France. With respect to each Member State (each a "Relevant
State"), no action has been undertaken or will be undertaken to make an offer to
the public of securities requiring publication of a prospectus in any Relevant
State. As a result, the Private Placement Shares may and will only be offered in
Relevant States (i) to any legal entity which is a qualified investor as defined
in the Prospectus Regulation; or (ii) in any other circumstances falling within
Article 1(4) of the Prospectus Regulation. The Public Offered Shares may and
will only be offered in the Republic of France pursuant to Article 3(2) lit. b
of the Prospectus Regulation. For the purpose of this paragraph, the expression
"offer of securities to the public" means the communication in any form and by
any means of sufficient information on the terms of the offer and the Securities
to be offered so as to enable the investor to decide to exercise, purchase or
subscribe for the Securities. Further for the purpose of this paragraph,
"Private Placement Shares" means the Securities that form part of the Private
Placement in the European Economic Area (other than France) and "Public Offered
Shares" means the Securities that form part of the Public Offer.
This document (and the information contained within) is an advertisement and not
a prospectus within the meaning of Regulation (EU) 2017/1129, as it forms part
of U.K. domestic law by virtue of the European Union (Withdrawal) Act 2018 (the
"U.K. Prospectus Regulation"). No action has been undertaken or will be
undertaken that constitutes an offer of the securities referred to herein to the
public in the United Kingdom or requires the publication of a prospectus in the
United Kingdom. The securities referred to herein may not and will not be
offered in the United Kingdom, except to relevant persons in accordance with the
exemptions set forth in the U.K. Prospectus Regulation.
In the United Kingdom, this document is only being distributed to and is only
directed at persons who are "qualified investors" within the meaning the U.K.
Prospectus Regulation, and who are also (i) investment professionals within the
meaning of Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"), or (ii) high net
worth companies, unincorporated associations and other bodies to whom it may
otherwise lawfully be communicated in accordance with Article 49(2)(a) to (d) of
the Order, or (iii) persons to whom an invitation or inducement to engage in
investment activity (within the meaning of section 21 of the Financial Services
and Markets Act 2000) in connection with the issue or sale of any securities may
otherwise lawfully be communicated or caused to be communicated (all such
persons together being referred to as "Relevant Persons"). This document is
directed only at Relevant Persons and must not be acted on or relied on by
persons who are not Relevant Persons. Any investment or investment activity to
which this document relates is available only to Relevant Persons and will be
engaged in only with Relevant Persons.
This communication is not a prospectus for the purposes of the Prospectus
Regulation. This communication cannot be used as basis for any investment
agreement or decision. Acquiring investments to which this announcement relates
may expose an investor to a significant risk of losing the entire amount
invested. Persons considering making such investments should consult an
authorised person specialising in advising on such investments. This
announcement does not constitute a recommendation concerning the securities
referred to herein.
No announcement or information regarding the offering, listing or securities of
the Company referred to above may be disseminated to the public in jurisdictions
where a prior registration or approval is required for such purpose. No steps
have been taken, or will be taken, for the offering or listing of securities of
the Company in any jurisdiction where such steps would be required, except for
the admission of the offered shares on the regulated market of Euronext Brussels
and Euronext Amsterdam. The issue, exercise, or sale of, and the subscription
for or purchase of, securities of the Company are subject to special legal or
statutory restrictions in certain jurisdictions. The Company is not liable if
the aforementioned restrictions are not complied with by any person.
Information to Distributors
Solely for the purposes of the product governance requirements contained within:
(a) EU Directive 2014/65/EU on markets in financial instruments, as amended from
time to time ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto, the offered
shares have been subject to a product approval process, which has determined
that the offered shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the offered shares may decline and
investors could lose all or part of their investment; the offered shares offer
no guaranteed income and no capital protection; and an investment in the offered
shares is compatible only with investors who do not need a guaranteed income or
capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Private Placement. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the placement agents in the
Private Placement will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to the offered
shares.
Each distributor is responsible for undertaking its own target market assessment
in respect of the offered shares and determining appropriate distribution
channels.
Bryan, Garnier & Co, KBC Securities and Degroof Petercam are acting exclusively
for the Company and no one else in connection with the Private Placement. In
connection with such matters, they, their affiliates and their respective
directors, officers, employees and agents will not regard any other person as
their client, nor will they be responsible to any other person for providing the
protections afforded to their clients or for providing advice in relation to the
Private Placement or any other matters referred to in this announcement.
Â