PARIS, December 31, 2024--(BUSINESS WIRE)--Regulatory News:
Ikonisys SA (Euronext Growth Paris: ALIKO), a company specializing in the early and accurate detection of cancers through a unique, fully automated solution for medical analysis laboratories (the "Issuer"), today announces that it has completed the acquisition of Hospitex International Srl, with the issuance of 2 million new Ikonisys shares to ETH Scientific Srl, the former owner of Hospitex.
As disclosed in November 2023, Ikonisys signed an agreement to buy 100% of Hospitex International Srl for a total consideration of €4.5 million, paid through the issuance of 2 million new Ikonisys shares at a price of €2.25 per share. As presented in the half year results, the acquisition of Hospitex was finalized in April 2024. This issuance of shares to the former owner of Hospitex is the last formal step.
It is reminded that, if certain revenue targets are reached by Hospitex by December 31, 2024, an additional €1.125 million will be paid by Ikonisys in June 2025 through the issuance of additional 0.5 million new Ikonisys shares at a price of €2.25.
Following the pivotal acquisition of Hospitex, Ikonisys introduced a renewed corporate identity and business vision under the brand "ALIKO SCIENTIFIC" and its motto "Next Generation Cancer Diagnostics", marking the Group’s transformation into a global hub for next-generation oncology diagnostics.
Legal terms of the Capital Increase
The implementation of this capital increase, carried out with cancellation of shareholders' subscription rights through a private placement, was approved by the Board of Directors of the Issuer at its meeting held on December 30, 2024 (the "Capital Increase").
The new shares will be issued on the basis of the 17th resolution of the Issuer's shareholders' meeting held on September 30, 2024. The delivery of the new shares will take place on January 2, 2025.
The newly issued shares have a lock-up until June 30, 2025.
The Capital Increase did not require the approval of a notice ("prospectus") by the Autorité des marchés financiers (the "AMF").
Main terms of the Capital Increase
The Issuer has issued a total of 2,000,000 new ordinary shares, with a par value of €0.5 each, to the investor, pursuant to article L. 225-129, 225-129-2 and 225-138 of the French Commercial Code, in accordance with the 17th resolution passed by its Annual General Meeting on September 30, 2024.
The issuance price of the new shares issued under the Capital Increase, equal to €2.25 per share, represents a premium of approximately 60% on the Ikonisys share price at the close of December 29, 2024.
Impact of the transaction in terms of liquidity risk management and financing horizon
This capital increase does not inject new liquidity into the company, but offsets a debt towards the former owner of Hospitex, following the acquisition of 100% of the Italian company.
As of December 31, 2023, and as mentioned in the annual financial report published on July 8, 2024, the Issuer's consolidated cash position amounted to €9.4k.
In order to strengthen its financial resources, Ikonisys completed a capital increase of €1m on January 2, 2024 and more recently four capital increases for a total cumulative sum of €1.2m on June, July, August, October and November 2024.
Taking into account the previously secured financing facility, the Company considers that it is now in a position to meet its financing needs for more than 12 months.
Impact of the Capital Increase on a shareholder holding 1% of the capital
On the basis of the 11,261,485 shares outstanding, the impact on the shareholding of a shareholder holding 1% of the Issuer's capital prior to the transaction is as follows:
| | On a non-diluted
basis | On a diluted
basis1 |
| Before completion of the Capital Increase | 1.00% | 0.97 % |
| After issuance of the 2,000,000 shares resulting from the Capital Increase | 0.85 % | 0.83 % |
1 Dilution takes into account the exercise of all outstanding dilutive instruments likely to result in the issuance of a maximum indicative number of 397,043 new shares.
Capital breakdown before and after completion of the Capital Increase
Before the Capital Increase:
| Shareholder | Number of shares | % of share capital | %of voting rights |
| Cambria Co-Investment Fund | 5,268,989 | 46.79% | 55.22% |
| Cambria Equity Partners | 1,796,919 | 15.96% | 18.59% |
| MC Consulting* | 351,464 | 3.12% | 4.09% |
| Redfish 4 listing Srl | 233,333 | 2.07% | 1.36% |
| CC Holding Srl | 166,666 | 1.48% | 0.97% |
| Free float | 3,444,114 | 30.58% | 19.77% |
| Total | 11,261,485 | 100% | 100% |
| Self-owned shares | 48,965 | | |
*Holding company of the CEO, Mario Crovetto
After the Capital Increase:
| Shareholder | Number of shares | % of share capital | %of voting rights |
| Cambria Co-Investment Fund | 5,268,989 | 39.73% | 49.46% |
| Cambria Equity Partners | 1,974,049 | 13.55% | 16.66% |
| MC Consulting* | 351,464 | 2.65% | 3.67% |
| Redfish 4 listing Srl | 233,333 | 1.76% | 1.22% |
| CC Holding Srl | 166,666 | 1.26% | 0.87% |
| ETH Scientific | 2,000,000 | 15.08% | 10.43 |
| Free float | 3,666,983 | 25.97% | 17.71% |
| Total | 13,261,485 | 100% | 100% |
| Self-owned shares | 48,965 | | |
*Holding company of the CEO, Mario Crovetto
Risk factors related to the Issuer
Detailed information about the Issuer, including its business, financial information, results, outlook and related risk factors, is contained in the 2023 annual financial report for the financial year ended December 31, 2023, published on July 8, 2024. This document, together with other regulated information and all the Issuer's press releases, is available on the Issuer's website (www.ikonisys-finance.com).
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About ALIKO SCIENTIFIC (Ikonisys SA)
Headquartered in Paris, ALIKO SCIENTIFIC is the parent company of an international ecosystem of businesses dedicated to advancing oncology diagnostics. Listed on Euronext Growth Paris under the ticker ALIKO, the company coordinates industrial, financial and research activities through its subsidiaries: Ikonisys Inc. (USA) and Hospitex International (Italy). ALIKO SCIENTIFIC's mission is to innovate cancer diagnosis by uniting cutting-edge technologies, resources, and strategic investments to create a global center of excellence in oncology.
For more information, visit: www.alikoscientific.com
About IKONISYS
Ikonisys is a global leader in automated diagnostics, specializing in fluorescence in situ hybridization (FISH) and circulating tumor cell (CTC) detection. Leveraging advanced artificial intelligence (AI) and a fully automated microscopy platform, Ikonisys provides unmatched precision, scalability, and efficiency in cancer diagnostics and treatment monitoring. Recognized as pioneer in automation for rare cell detection, Ikonisys is at the forefront of personalized medicine, empowering clinicians to deliver targeted therapies and improve patient outcomes.
For more information, visit: www.ikonisys.com
About HOSPITEX
Hospitex, based in Florence, Italy, is a global leader in cytology innovation. The company conducts in-house research, development, and production, thus ensuring the highest standards of quality. Hospitex offers the world's most advanced Liquid-Based Cytology (LBC) technology, capable of processing any cytological sample with unmatched precision. Hospitex is uniquely positioned as the only company fully prepared for seamless digital integration, paving the way for a transformative future in cytology diagnostics.
For more information, visit: www.hospitex.com
Disclaimer
This press release contains forward-looking statements about the Company's prospects and development. These statements are sometimes identified by the use of the future tense, the conditional tense and forward-looking words such as "believe", "aim to", "expect", "intend", "estimate", "believe", "should", "could", "would" or "will" or, where appropriate, the negative of these terms or any other similar variants or expressions. This information is not historical data and should not be construed as a guarantee that the facts and data set forth will occur. This information is based on data, assumptions and estimates considered reasonable by the Company. It is subject to change or modification due to uncertainties relating to the economic, financial, competitive and regulatory environment. This information contains data relating to the Company's intentions, estimates and objectives concerning, in particular, the market, strategy, growth, results, financial situation and cash flow of the Company. The forward-looking information contained in this press release is made only as of the date of this press release. The Company does not undertake to update any forward-looking information contained in this press release, except as required by applicable law or regulation. The Company operates in a competitive and rapidly changing environment and therefore cannot anticipate all of the risks, uncertainties or other factors that may affect its business, their potential impact on its business or the extent to which the materialization of any one risk or combination of risks could cause results to differ materially from those expressed in any forward-looking information, it being recalled that none of this forward-looking information constitutes a guarantee of actual results.
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Contacts
Ikonisys
Alessandro Mauri
CFO
investors@ikonisys.com
NewCap
Louis-Victor Delouvrier/Aurélie Manavarere
Investor Relations
ikonisys@newcap.eu
Tel.: +33 (0)1 44 71 94 94
NewCap
Nicolas Merigeau
Media Relations
ikonisys@newcap.eu
Tel.: +33 (0)1 44 71 94 98
