MDxHealth SA (Euronext Brussels: MDXH) (the “Company” or “MDxHealth“), a commercial-stage innovative molecular diagnostics company, announces the successful pricing of its capital increase with the offering of new ordinary shares. The Company raised EUR 25.0 million (USD 30.4 million)(1) in gross proceeds by means of a private placement of 27,777,777 new shares (being approximately 30.63% of the Company’s outstanding shares) at an issue price of EUR 0.90 per share through an accelerated bookbuild offering (the “Capital Increase“).
Michael McGarrity, CEO of MDxHealth, said: “We are pleased to have secured additional funding from a high quality mix of U.S. and European investors. This financing allows us to continue to advance our focus on commercial execution, operating discipline and advancing our menu in the diagnosis and treatment of prostate cancer. We look forward to providing our full year 2020 operating and financial results and a view forward for 2021 on 3 March 2021.“
The net proceeds of the Capital Increase will be used to drive further commercial focus and execution, to advance the Company’s corporate strategy and for general corporate purposes.
The payment and delivery of the new shares to be issued in the Capital Increase is expected to take place on 26 January 2021.
KBC Securities is acting as Sole Global Coordinator and together with Oppenheimer & Co. as Joint Bookrunners for the Capital Increase.
As announced earlier, Biovest, Valiance and MVM (the “Pre-Committing Shareholders“), each an important shareholder of the Company, pre-committed to submit orders in the offering. In line with these pre-commitments, 13,386,111 shares were allocated to the Pre-Committing Shareholders.
The new shares to be issued will have the same rights and benefits as, and rank pari passu in all respects, including as to entitlement to dividends and distributions, with, the existing and outstanding shares of MDxHealth at the moment of their issuance and will be entitled to distributions in respect of which the relevant record date or due date falls on or after the date of issue of the new shares.
18,138,288 of the new shares (representing 20% of the currently outstanding shares of the Company already admitted to listing and trading on Euronext Brussels) will upon their issuance be immediately admitted to listing and trading on the regulated market of Euronext Brussels. The Pre-Committing Shareholders agreed that the Company and the Joint Bookrunners will have the ability to allocate to the Pre-Committing Shareholders 9,639,489 new shares that shall not be immediately admitted to listing and trading upon their issuance. The Company will apply to Euronext Brussels for the admission to trading and listing of those unlisted new shares, as soon as practicable after their issuance and which shall be subject to the preparation of a listing prospectus.
As a result of the issuance of new shares, the Company’s share capital will increase from EUR 68,998,734.95 to EUR 90,132,067.69 and its issued and outstanding shares will increase from 90,691,449 to 118,469,226 ordinary shares, representing an increase of the share capital and number of shares of 30.63%.
In the context of the Capital Increase, MDxHealth has agreed to a market customary 180-days standstill period on future share issuances, waivable by the Joint Bookrunners and subject to customary exceptions.