Schedule One Update - Spectral MD Holdings Ltd | RNS | Ticker

Schedule One Update - Spectral MD Holdings Ltd

RNS Announcement

RNS Number : 1503C

AIM

16 June 2021

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Spectral MD Holdings, Ltd (the "Company" or the "Group").

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

Registered:

Corporation Trust Centre

1209 Orange Street

Wilmington, DE 19801

U.S.A.

Trading:

2515 McKinney Ave Ste 1000

Dallas, TX 75201

U.S.A.

COUNTRY OF INCORPORATION:

U.S.A. (State of Delaware)

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.spectralmd.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

The Company is a predictive analytics group that develops proprietary AI algorithms and optical technology to help clinicians make more accurate and faster treatment decisions in the wound care sector.

Using its DeepView® Wound Imaging Solution, an internally developed AI technology and multispectral imaging system which has designated FDA Breakthrough status, the Group is able to distinguish between damaged and healthy human tissue invisible to the naked eye, providing 'Day One' healing assessments for burn wounds and diabetic foot ulcers (DFU)

The Group has to date received substantial support from the U.S. government with contracts from institutions such as Biomedical Advanced Research and Development Authority (BARDA), National Science Foundation (NSF) and Defense Health Agency (DHA) in support of the burns application for its DeepView® system.

The Group is seeking admission to AIM to provide further funding to undertake clinical trials for the DFU application, which is a larger market than burn wound assessment, in the US, UK and EU and to develop a UK-based EMEA headquarters to support CE-Mark approval and commercial expansion.

The Company has one principal trading subsidiary Spectral MD, Inc. The Company has established a permanent establishment in the UK from which it will be growing its business in the UK and EU.

The Company's Main country of operation is the US.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Number of Common Stock of US$0.001 each in the capital of the Company for which Admission will be sought: 136,077,064

Issue price of Common Stock: 59 pence

The Common Stock will be subject to restrictions of transfer in the USA or otherwise to US Persons as defined under Regulation S of the US Securities Act.

No Common Stock will be held in treasury on Admission to AIM.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on Admission: £11.3 million

Anticipated Market Capitalisation on Admission: £80.3 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

80.3%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Existing Directors:

Wensheng Fan (Chief Executive Officer)

Proposed Directors:

Erich Lawson Spangenberg (Non-Executive Director)

Martin Christopher Bagot Mellish (Independent Non-Executive Chairman)

Richard John Cotton (Independent Non-Executive Director)

Xiaojia Cynthia Cai, PhD (Independent Non-Executive Director)

Gerald ("Gerry") Douglas Beaney (Independent Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):


	Percentage	Percentage of
	of Existing	Enlarged
	Common Stock	Issued
Name	¹	Common Stock
ELS 1960 Family, L.P.²	41.9	36.0
J.Michael DiMaio	21.8	18.8
University of Texas (Southwestern)	9.0	7.7
Octopus Investments plc	-	7.6
Jose Melendez	7.7	6.6
Laurence Hirsch	6.7	5.7
Erich Spangenberg²	5.1	4.4

1. Expected immediately prior to Issue of IPO fundraising shares

2. Connected entities

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) Audited results to 31 December 2020

(iii) Accounts for 6 month period ended 30 June 2021 (to be notified by 30 September 2021); Accounts for 12 month period ended 31 December 2021 (by 30 June 2022); Accounts for 6 months ended 30 June 2022 (by 30 September 2022).

EXPECTED ADMISSION DATE:

22 June 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

S.P. Angel Corporate Finance LLP, Prince Frederick House, 35-39 Maddox Street, Mayfair, London, W1S 2PP

NAME AND ADDRESS OF BROKER:

S.P. Angel Corporate Finance LLP, Prince Frederick House, 35-39 Maddox Street, Mayfair, London, W1S 2PP

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

Copies of this document will be available free of charge to the public during normal business hours on any day (Saturdays, Sundays and public holidays excepted) at the offices of S.P. Angel Corporate Finance LLP, Prince Frederick House, 35-39 Maddox Street, Mayfair, London, W1S 2PP in accordance with the AIM Rules. This document will also be available for download from the Company's website at www.spectralmd.com

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The Group will adopt the QCA Corporate Governance Code, as published by the Quoted Companies Alliance.

DATE OF NOTIFICATION:

16 June 2021

NEW/ UPDATE:

UPDATE

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END

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RNS metadata

Title: Schedule One Update - Spectral MD Holdings Ltd
Time: 16:30:08
Date: 16 Jun 2021
Category: Capital structure
ID: 1503C