Amphion Innovations plc
Re-negotiated Terms of Motif
Convertible Promissory Note
London and New York, 8 September 2016 - Amphion, a developer of medical, life science, and technology businesses, announces today that it has re-negotiated the terms of the convertible promissory notes issued by Motif Bio plc (“Motif”), amounting to US $3,550,786 (the “CPN”), held by Amphion and its subsidiary Amphion Innovations US Inc. (“Amphion US”, and together, the “Noteholders”).
Under the original terms of the CPN, the CPN accrues interest at 7% per annum and the Noteholders are entitled to convert all of the principal and interest at US $0.2447 (the “Conversion Price”) at any time following maturity at 31 December 2016. By maturity of the CPN, Motif will have accrued US $441,185 in interest cost under the CPN. If the CPN is elected to be fully converted by the Noteholders at the Conversion Price, Motif will be required to issue over 1.8 million ordinary shares in Motif to the Noteholders with a value of approximately US $1.2 million at the closing mid-market share price of Motif as at 7 September 2016.
Motif and Amphion have agreed to a re-negotiation in terms of the CPN, such that the Noteholders received US $314,146 in cash and will on the date of the CPN receive 409,000 ordinary shares in Motif in full satisfaction of the interest payments, and that the ongoing interest payments will now cease. All future payments of the CPN principal amount to the Noteholders will be by way of conversion at the Conversion Price only and Amphion will also be granted a right to convert prior to 31 December 2016.
In addition, in anticipation of Motif’s proposed US listing on NASDAQ, Amphion has entered into an agreement with Motif to provide additional corporate services, including investor relations, back office, and accounting functions, that Motif will require to fulfil its obligations as a NASDAQ listed company (the “Consultancy Agreement”). Under the terms of the Consultancy Agreement, which is conditional on Motif listing on NASDAQ, Amphion will provide the services for a minimum term of 12 months for a fee of US $15,500 per month.
For further information please contact
+1 212 210 6224
Yellow Jersey PR
Charles Goodwin / Dominic Barretto
+44 (0)7747 788 221
Panmure Gordon Limited (Nominated Adviser and Corporate Broker)
Freddy Crossley / Duncan Monteith (Corporate Finance)
Charlie Leigh-Pemberton (Corporate Broking)
+44 (0)20 7886 2500
Northland Capital Partners Limited (Joint Corporate Broker)
Patrick Claridge / David Hignell (Corporate Finance)
John Howes (Corporate Broking)
+44 (0)20 7382 1100
Plumtree Capital Limited (Financial Adviser)
+44 (0)20 7183 2493
+646 568 7502
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 7 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. The Partner Companies collectively own or control over 200 separately identified pieces of intellectual property, a number which grows rapidly each year.