Amphion Innovations plc

Convertible Promissory Note Extended to December 2019

London and New York, 26 February 2019 - Amphion Innovations plc (AIM: AMP), the developer of medical, life science, and technology businesses, announces that on 25 February 2019, the holders of £6,556,579.06 Convertible Promissory Notes previously due on 31 December 2018 (the “Notes” and the “Note Holders”) unanimously agreed to amend the terms of the Notes.

The Notes will now be redeemed on 31 December 2019 (subject to certain early partial redemption options) unless previously converted. The Notes will be convertible into fully paid Ordinary Shares of the Company (“Shares”) at the pre-existing conversion price of 3 pence per Ordinary Share. The interest on the Notes is to accrue beginning 31 March 2019 and will be payable quarterly.  The rate of interest on the Notes is unchanged: the Notes will pay interest of 10% if the Company elects to satisfy such interest in either cash or additional Notes or 12% if the Company elects to satisfy such interest in the fully paid Ordinary Shares (the “Shares”) of the Company at the volume weighted average price of the Shares in the five trading days prior to their issue.  Due to the Noteholders agreeing to further extend the term of the Notes, for every £1 of Note held, the respective Noteholder will be issued two warrants.  Each warrant granted will entitle the holder to subscribe for Shares at 3 pence per Share, exercisable until 31 December 2020 (“Warrant”). 

Richard Morgan is a director of the Company and has an interest in approximately 11.3% of its Existing Ordinary Shares respectively.  By virtue of Mr. Morgan being a director of the Company in addition to his current interest in the Company, he is considered to be a related party as defined under the AIM Rules. Also Mr. Morgan is a Note Holder (holding Notes with a principal amount of £1.2 million), and accordingly the amendment of the terms of the Notes (“Notes Amendment”), as described above, is deemed to constitute a related party transaction for the purposes of Rule 13 of the AIM Rules.  As a result, the directors of the Company who are independent of the Notes Amendment, being Robert J. Bertoldi, Stephen Austin and Philip Tansey, consider, having consulted with the Company’s nominated adviser, Panmure Gordon, that the amendment to the terms of the Notes are fair and reasonable insofar as the Company’s Shareholders are concerned. 

The Notes Amendment will result in the grant of 13,113,158 Warrants.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR").

For further information please contact

Amphion Innovations
Charlie Morgan
+1 212 210 6224

Panmure Gordon Limited (Nominated Adviser and Corporate Broker)
Freddy Crossley / Emma Earl (Corporate Finance)
Charles Leigh-Pemberton (Corporate Broking)
+44 (0)20 7886 2500

SP Angel Corporate Finance LLP (Joint Corporate Broker)
David Hignell (Corporate Finance)
Rob Rees (Corporate Broking)
+44 (0)20 3470 0470

Walbrook PR
Anna Dunphy / Paul McManus
+44 (0)20 7933 8780

About Amphion Innovations plc
Amphion Innovations is a developer of medical, life science and technology businesses.

We use our extensive experience in company building to invest and build shareholder value in high growth companies in the US and UK. Amphion has significant shareholding in a small number of Partner Companies developing proven technologies targeting substantial commercial marketplaces. The Amphion model has been refined to optimise the commercialisation of patents and other intellectual property within the Partner Companies.