Nanoveu Ltd (ASX:NVU) has entered a placement agreement with US-based specialist institutional investor Antiviral Technologies Portfolio LLC for up to $2.4 million.
This investment will strengthen the company's balance sheet ahead of the launch of new business lines, including antiviral screen protector technology.
An initial $600,000 will be invested within four business days of the execution of the agreement, with an additional $1 million to be invested subject to shareholders’ approval, with $400,000 at the investor’s election.
A further $800,000 may be invested by the mutual consent of both parties and also subject to shareholders’ approval.
Funding new business lines
Nanoveu intends to deploy part of these funds into the commercialisation of its new business lines including its antiviral screen protector technology and laminating machines.
Remaining proceeds will be used for general corporate and working capital purposes.
The structure of the investment provides for upfront lump sum funding while deferring the issue of shares as Nanoveu advances the commercialisation of these business lines.
Material terms
The investment comprises the following subscriptions for ordinary shares of the company:
- A $600,000 subscription for shares with the value of $658,500 to be made within four business days of the execution of the agreement (these shares issued will be from the company’s Listing Rule 7.1 placement capacity);
- A $600,000 subscription for shares with the value of $658,500 to be made subject to the company obtaining shareholder approval for that subscription at a meeting expected to occur in the next 90 days;
- An additional $400,000 subscription for shares with the value of $439,000 to be made (at the investor’s election) no later than at the first anniversary of the settlement, subject to the company obtaining shareholder approval for that subscription; and
- An additional $800,000 subscription for shares with the value of $878,000 may be made by mutual consent of the parties, subject to the company obtaining shareholder approval for that subscription. There is no obligation on Nanoveu to further enter into this additional subscription with both parties able to elect to mutually enter into this additional subscription at a future date.
Issuing shares
Placement shares will be issued upon the investor’s written request, within 18 months of the final subscription.
The purchase price is equal to the average of the five daily volume-weighted average prices (rounded down to the next one-tenth of a cent, or if the share price exceeds 10 cents, the next half a cent) during the 20 consecutive actual trading days immediately prior to the relevant settlement notice date.
Each issue of placement shares must be for no less than $150,000 of the placement shares.
Nanoveu will make an initial issuance of 3.5 million placement shares to the investor at the settlement under the company’s existing placement capacity under Listing Rule 7.1, with the remainder to be issued as set out above.
Further payment option
The company has agreed:
- To pay a fee to the investor of $100,000 (equivalent to 4.2% of the maximum placement amount), to be satisfied by way of an issuance of 1,587,302 shares on execution of the subscription agreement under the company’s existing placement capacity under Listing Rule 7.1; and
- Subject to shareholders’ approval, to grant to the Investor 3.9 million unlisted options to acquire ordinary shares at 10.18 cents each on or before 36-month anniversary of their grant date.
Alternatively, in lieu of applying these shares towards the aggregate number of the placement shares to be issued by Nanoveu, the investor may (no later than five business days after the later of the date of termination of the agreement or the date by which all of the investments under the agreement have been made, and all of the shares issuable under the agreement have been issued), elect to make a further payment to the company equal to the value of these shares determined using the purchase price at the time of the payment.