Variation of Convertible Securities Agreement
Released
Released
Announcement PDF
17 July 2024
Variation of Convertible Securities Agreement
Imagion Biosystems Limited (ASX:IBX) (Company) wishes to advise that it has executed a deed of variation
(Deed) with Mercer Street Global Opportunity Fund, LLC (Mercer) in respect of convertible securities
agreement entered into between the Company and Mercer on 7 March 2023 (Convertible Securities
Agreement).
Further details in respect of the variations to the Convertible Securities Agreement is set out below.
Existing Term
Amended Term
Floor Price
$0.50, subject to adjustment in accordance
with the Convertible Securities Agreement.
$0.04, subject to adjustment in accordance
with the Convertible Securities Agreement.
Qualifying
Capital
Raising
If a capital raising occurs which raises
$10,000,000 or more, the Company must give
Mercer written notice of such event. Mercer
may require repayment by the Company of
some or all of the Convertible Notes, by giving
written notice to the Company no later than
20 Business Days after the date of the notice
issued by the Company. Repayment of the
nominated outstanding Convertible Notes
must occur 5 Business Days after the date the
on which notice is given to Mercer by the
Company.
If a capital raising occurs which raises
$10,000,000 or more (Qualifying Capital
Raising), the Company must give Mercer
written notice of such event. In circumstances
where:
(a)
the Qualifying Capital Raising is
between $10 million and $15 million,
Mercer may require repayment by the
Company of some or all of up to 50%
of the Convertible Notes; and
(b)
where the Qualifying Capital Raising is
more than $15 million, Mercer may
require repayment by the Company of
some or all of up to 100% of the
Convertible Notes,
by giving written notice to the Company no
later than 20 Business Days after the date of
the notice issued by the Company.
Repayment of the nominated outstanding
Convertible Notes must occur 5 Business Days
after the date the on which notice is given to
Mercer by the Company.
Maturity
Date
(a)
In respect of the First and Second
Convertible Notes, the maturity date is
18 months from the date of issue.
(a)
In respect of the First and Second
Convertible Notes, the maturity date is
30 months from the date of issue.
(b)
In respect of the Subsequent
Convertible Notes, the Maturity Date is
18 months from the issue date.
(b)
In respect of the Subsequent
Convertible Notes, the Maturity Date is
18 months from the expiry date.
The Company’s securities were suspended from quotation from 2 April 2024 to 14 June 2024 (Suspension),
which constituted an event of default under the Convertible Securities Agreement. Under the terms of Deed,
Mercer agreed to waive all rights of redemption of the Convertible Notes issued under the Convertible
Securities Agreement that would otherwise have been triggered by the Suspension.
In consideration, the Company agreed to issue Mercer 3,000,000 Shares (Mercer Shares). The Company
intends to issue 2,350,000 Mercer Shares on 16 July 2024 pursuant to its existing placement capacity under
Listing Rule 7.1. The balance of the Mercer Shares, being 650,000 Shares, are to be issued subject to
Shareholder approval at the Company’s upcoming general meeting to be held on 22 August 2024.
Cleansing Offer
The Company advises that it intends to lodge a cleansing prospectus shortly for an offer of up to 1,000 Shares
at an issue price of $0.07 per Share to raise up to $70 (before expenses). The cleansing prospectus is primarily
for the purpose of section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of
Shares issued by the Company prior to the closing date of the Prospectus, including the Mercer Shares.
ENDS
About Imagion Biosystems
Established in 2017 and headquartered in the San Diego, California, US, Imagion Biosystems is an ASX-listed
company dedicated to developing innovative medical imaging technologies for various cancer types.
Imagion Biosystems is advancing clinical development of its MagSense® platform technology to revolutionize
cancer diagnosis, introducing molecular imaging to MRI. The Company’s lead program has demonstrated
its innovative technology embodied in MagSense® HER2 Imaging Agent (MSH2IA) is safe and well-tolerated
in patients diagnosed with HER2+ breast cancer. Imagion Biosystems’ MagSense® pipeline includes prostate
cancer, ovarian cancer, pancreatic cancer, and brain cancer programs.
For more information, visit https://imagionbiosystems.com/investor-hub/
Authorisation & Additional information
This announcement was authorised by the Board of Imagion Biosystems Limited.
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