Company Announcement, Helsinki, 19 June 2018 at 5:35 PM
Stock options program 2018
Nexstim Plc (NXTMH:HEX, NXTMS:STO) ("Nexstim" or the "Company"), the targeted neuromodulation company developing and marketing pioneering navigated non-invasive brain stimulation systems for both therapeutic and diagnostic application, announces that the board of directors of Nexstim resolved on June 19, 2018, to launch a new stock option plan aimed to the management and the personnel of Nexstim Plc and its subsidiaries, by virtue of an authorization granted by the Annual General Meeting of Shareholders of the company on March 28, 2018.
The company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the incentive and commitment program for the management and the personnel. The purpose of the stock options is to encourage the management and the personnel to work on a long-term basis to increase shareholder value. The purpose of the stock options is also to commit the management and the personnel to the company.
The maximum total number of stock options 2018 to be issued is 2,200,000 and they entitle their owners to subscribe for a maximum total of 2,200,000 new shares in the company or existing shares held by the company. The Board of Directors will resolve whether new shares or existing shares held by the company are given to subscribers. The number of shares subscribed by exercising stock options 2018 corresponds to a maximum total of 2.30 per cent of all shares in the company after the potential share subscription, if 2,200,000 new shares are issued.
Of the stock options, 1,100,000 are part of stock options 2018A and 1,100,000 stock options 2018B. The share subscription period for stock options 2018A will be July 1, 2022— December 15, 2027. The share subscription period for stock options 2018B will be July 1, 2023 - December 15, 2028.
All stock options will be issued gratuitously. The share subscription price for stock options 2018A is the trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd during twenty (20) trading days following the release date of the company´s Financial Statements of the year 2018. The share subscription price for stock options 2018B is the trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd during twenty (20) trading days following the release date of the company´s Financial Statements of the year 2019.
The share subscription price will be credited to the reserve for the company’s invested unrestricted equity. The shares must be paid upon subscription.
The terms of the stock options 2018 are available on the company’s websites www.nexstim.com/investors.
Amendment of the stock options 2016
Board of Directors resolved on June 19, 2018, to convert 1,484,198 stock options 2016B held currently by the company into stock options 2016C. The Board of Directors further resolved to amend the terms of these stock options 2016C held by the company (currently remaining unallocated) in such way that, that the first possible share subscription date of the new stock options 2016C is July 1, 2021, and that the working commitment of persons receiving these stock options 2016C will be continued accordingly.
The Board of Directors of Nexstim Plc resolved originally on May 25, 2016 to issue 700,000 stock options 2016 to the key employees and consultants of the company and its subsidiaries based on an authorization by the Annual General Meeting of Shareholders of the Company held on March 31, 2016.
Based on the authorization by the Annual General Meeting of Shareholders of the Company held on March 28, 2017, the Board of Directors resolved on October 18, 2017 to increase the amount of such stock options 2016 with 5,281,448 to 6,521,448 which then entitle their owners to subscribe for a maximum total of 6,521,448 new shares in the company or existing shares held by the company. At the same time, the Board of Directors resolved to convert 210,000 stock options 2016A held by the Company, into stock options 2016B. As consequence, of all stock options 2016, 4,343,284 were marked with the symbol 2016B and 2,178,164 were marked with the symbol 2016C (and none with symbol 2016A). On October 18, 2017, the Board of Directors further decided to allocate 2,874,772 stock options 2016B and 1,665,228 stock options 2016C i.e. a total of 4,540,000 stock options 2016. Out of these allocated stock options 2016, in total 15,686 stock options 2016B and 14,314 stock options 2016C have been returned to the possession of the company.
As consequence of the above-mentioned change resolved now and considering the change made in 2017, of the stock options 2016 in aggregate 2,859,086 are marked with B and those option rights are all allocated to the management and personnel whereas in total 3,662,362 stock options are marked with symbol C out of which 1,650,914 are allocated to the management and personnel and 2,011,448 remain in the possession of the company.
The amended terms of the stock options 2016 are available on the company’s websites www.nexstim.com/investors.
Granting of options rights
The Board of Directors resolved on June 19, 2018 on allocation of in total 1,850,000 stock options to certain key personnel of the Company (including also to the managing director). The Board of Directors will later resolve upon the allocation of the remaining stock options to the current and future members of the management and personnel.
Cancellation of stock options 2013A held by the company
The Board of Directors resolved on June 19, 2018, to definitely and irrevocably cancel 72,268 stock optionss 2013A held by the company. No shares may then be subscribed to or acquired based on such stock options.
Martin Jamieson, Chairman and CEO
Martin Jamieson, Chairman and CEO
+44 77 1516 3942
Sisu Partners Oy (Certified Adviser)
+358 (0)10 231 4560
Citigate Dewe Rogerson
David Dible/Shabnam Bashir/Isabelle Andrews
+44 (0)207 2822949
About Nexstim Plc
Nexstim is a targeted neuromodulation company focused on developing and commercializing its world-leading navigated non-invasive brain stimulation technology, known as SmartFocusTM TMS (transcranial magnetic stimulation), for therapeutic applications, namely stroke, depression and chronic pain via its Navigated Brain Therapy (NBT®) system.
Nexstim has launched its NBT® system in the US for the treatment of Major Depressive Disorder (MDD) following clearance from the FDA for marketing and commercial distribution for this indication. The NBT® system is CE marked in Europe for the treatment of stroke, major depression and chronic neuropathic pain.
The NBT® system is currently in a 60 patient, supplemental Phase III study, E-FIT trial, for its use in stroke rehabilitation. The trial is expected to complete in mid-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 US.
In addition, Nexstim is commercialising its Navigated Brain Stimulation (NBS) system for diagnostic applications, based on the same technology. The NBS system is the only FDA cleared and CE marked navigated TMS system for pre-surgical mapping of the speech and motor cortices of the brain.
Nexstim shares are listed on the Nasdaq First North Finland and Nasdaq First North Sweden. For more information please visit www.nexstim.com.