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Occuity CLN 2024
Occuity's new Convertible Loan Note (CLN 2024) to run alongside the other equity options currently available as part of its current investment round.
Capped at a maximum of £700k, the CLN 2024 is designed to be a very attractive investment opportunity. It is of course being backed by members of the Occuity's Board of Directors.
CLN 2024 Overview
The CLN is a loan to the company, designed so that it will convert into shares at the next equity round planned for after the company has become revenue-generating and is attracting a significantly higher valuation. This is currently planned for 2025. The full details of the CLN are contained in the Full CLN Agreement document and the potential returns can be modelled using the CLN spreadsheet. In summary, however, the main points are:
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The loan will attract interest at 20% per annum with a minimum of 18 months interest to accrue if conversion takes place prior to 18 months from the date of the CLN agreement.
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Upon conversion, the loan plus accrued and unpaid interest (subject to a minimum of 18 months interest) will convert into shares at the lower price of either £24 per share or at a 30% discount to the price paid in the future funding round that triggers the conversion – save that only the capital part of the CLN will convert at the 30% discount and the interest element will convert without any discount.
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The CLN has a Maturity Date of 3 years from the date of the CLN agreement (if no further equity round occurred that automatically triggered a conversion) at which point the Lender can either request repayment of the Loan plus the 100% Redemption Premium (such request requiring to be made no later than 30 days prior to the Maturity Date) or the loan will automatically convert into shares at the lower price of either £24 per share or at a 30% discount to the lowest price paid in any bona fide round between the CLN Agreement date and the Maturity Date – save that only the capital part of the CLN will convert at the 30% discount and the redemption premium element will convert without any discount.
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In the event of a default event by the company then the loan would also attract a redemption premium of 100% and CLN holders would be treated as creditors of the business.
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There is a minimum subscription amount of £10,000 for each CLN application from existing direct investors and £20,000 from new direct investors. * Not applicable to investors through Seedrs.
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Upon conversion, the shares purchased by the CLN at the point of conversion would not be eligible for EIS. However, the EIS status of all Occuity shares previously purchased by any CLN holder would retain their EIS status (if applicable as a UK resident taxpayer) although future share purchases would not.
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In the event of a future loan note or debt issue in which the terms offered to the subsequent issue are better than those offered to these CLN holders then the additional benefits being offered in the future issue will also automatically apply to these CLN holders.
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Limited to a maximum of £700k, the CLN is being offered first as a priority to existing investors and is open for 90 days from 18th July 2024. However, we are in discussion with several corporate investors to whom we would intend to offer any remaining amount after 30 days, so we recommend that current investors take up their allocation before this point.
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Previous Seedrs Investors should once again invest through Seedrs once permission is received. Please look out for relevant communications on the Seedrs platform.
Is the CLN right for you?
CLN Scenarios Spreadsheet
Occuity COO Mark Jenkins previously created a simple-to-use CLN Spreadsheet to help you to model potential returns and a number of scenarios, based on your desired investment amount. This model remains valid for the CLN 2024 and can be downloaded below.
Whilst it is simple to use, Mark has recorded the below video which demonstrates how to use the spreadsheet and runs through a number of options.
Disclaimer: This video and its associated spreadsheet, available for download above, has been created for illustration purposes only. Whilst we believe the spreadsheet to be an accurate representation of the terms of the CLN, this can not be guaranteed and potential investors should form their own judgement about potential returns by reading and understanding the full CLN Agreement prior to investing.
Video Update
In this video, Occuity CEO, Dan Daly, provides an update on our progress and talks through the CLN 2024 in more detail.
Existing Direct Investors
Please complete this form and provide the name and email address of your witness. (As the CLN Agreement is a deed, your signature will need to be countersigned by a witness.)
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Please ensure your witness has agreed to countersign your CLN application and is aware that they will receive a communication from Occuity. Your witness needs to be over 18 and not related to you.
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You will receive a digital CLN subscription form by email. You only need to complete the Subscription Deed (SCHEDULE 3) of the document. Your witness should be physically present when you sign.
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Once you have signed, the document will be sent to your witness for signature.
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Once signed by your witness the document will be countersigned by Occuity. At this point, the agreement will be deemed completed (i.e. both parties will be bound by its terms) and a fully signed and dated copy sent to all parties.
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Once complete and submitted, please transfer your funds to the bank details below (no later than 5 business days following the date of the agreement). Please use your FULL NAME as a reference for your bank transfer.
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Please notify us by email to investment@occuity.com when your bank transfer has been made.
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Occuity will confirm receipt of your funds and your paperwork will be issued in due course.
Bank:
Account:
Sort Code:
Account No.:
SWIFT/BIC:
IBAN:
Barclays Bank
Occuity Ltd
20-65-20
63137503
BUKBGB22
GB69 BUKB 20652063137503
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New Investors
New Direct Investors - High Net Worth Individuals (HNWI) / Sophisticated & Professional.
As the CLN 2024 is a direct investment with Occuity, you must have completed the HNW or Sophisticated Investor form and KYC documentation prior to being able to subscribe. Please complete the "New Investors Form" on this page.
Crowdfunding - Seedrs Investors
OCCUITY IS IN DISCUSSION WITH SEEDRS (REPUBLIC) ABOUT OPENING THE CLN FOR SEEDRS INVESTORS - Updates will be provided in due course on the Seedrs Platform.
If you are an investor via Seedrs and do not qualify as either a HNW or Sophisticated Investor then you will need to invest via the Seedrs platform. If you do invest through the Seedrs platform then the minimum investment amount will be lower than the £10,000 required to invest directly.
Company Update
Occuity is pleased to provide you with an in-depth update on our recent progress and future plans. This communication serves to highlight the significant strides we have made in our technological advancements, commercial traction, and regulatory milestones. Our focus remains on delivering revolutionary optical diagnostic devices that address critical health challenges and improve the quality of life for millions.
Please find attached a link to read the latest Shareholder Update. The key elements are listed below:
Commercial Update
Updated: 09 July 2024
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14 distributors signed covering Europe, South America, China, and other regions.
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£60,000 sales so far for demonstration PM1 devices for several of our distributors
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Contracted initial orders for PM1 totalling more than £850,000. Additional discussions with global organisations interested in significant partnerships.
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Agreements with European distributors specify that payment will become due as soon as we have CE certification and shipment will follow.
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Because the components for the build have already been supplied and paid for some time ago then the cash generated from the first 500 units (circa £1.5m) will not be subject to any set off for Bill of Materials costs.
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AX1 is generating significant excitement and attracting interest from distribution partners and large corporates, with potential partnerships to be publicised soon.
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AX1 has impressed the two largest optical chains in Europe, with over 2,500 outlets, and discussions are ongoing for thousands of devices annually once certified.
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Through the first stage of our re-application for a £1.7m Innovation loan to aid with the productisation of the AX1
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Finalists for multiple prestigious awards, including Hard Tech Investment of the Year at the UKBAA Business Angel Investment Awards, LIFE SCIENCES & HEALTH TECH COMPANY OF THE YEAR at the Thames Valley Tech Awards, Medtech & Healthtech StartUp of the Year in the South East at the UK Startup Awards, and finalist at KPMG Tech Innovator UK.
Technical & Production Update
Updated: 09 July 2024
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The PM1 is close to receiving CE certification, with final approval expected within 30 days after resolving final minor questions from the notified body.
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We are currently manufacturing around 20 PM1 devices per week, with components secured for the first 500 units and additional components for the next 1,000 units.
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FDA 510(k) certification for the PM1 has been delayed and is now anticipated in Q1 of 2025, following additional clinical data submission.
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In relation to the impact of the delay in receiving FDA approval, since we do not currently have a distributor signed in North America, this does not have any bearing on the sales forecast in the Shareholder update.
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The AX1 Axiometer continues to progress, with the next prototype iteration expected within the next few weeks, aiming for clinical trials early in Q4 2024.
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Regulatory submissions for the AX1 will follow the clinical trials, with UKCA, CE, and FDA certifications anticipated in approximately 6, 10, and 15 months, respectively.
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ISO 13485 compliant manufacturing capacity is set to increase to meet the demand of 1,500 – 2,500 devices per annum.
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Received a £500k Innovate UK award in February to extend our diabetes marker technique to Alzheimer’s disease, with the initial prototype expected to be completed soon.
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Progress on the glucose meter continues, benefiting from platform technology shared with the AX1, with active grant applications to accelerate development.
New Investors Form
Self Certify as HNW/Sophisticated Investor & Sign NDA
Disclaimer - IMPORTANT NOTICE - WARNING RE FINANCIAL PROMOTIONS
This webpage is exempt from the general restriction in section 21 of the Financial Services and Markets Act 2000 on the communication of invitations or inducements to engage in investment activity on the grounds it is made exclusively to ‘investment professionals’ within the meaning of Article 19 of the Financial Services and Markets Act (Financial Promotion) Order 2005 (FinProm); persons believed on reasonable grounds to be ‘certified high net worth individuals’ within the meaning of Article 48 FinProm; persons who are ‘certified sophisticated investors’ within the meaning of Article 50 FinProm; and persons who are ‘self-certified sophisticated investors’ within the meaning of Article 50A FinProm.
If you are in any doubt about the investment to which this webpage relates, you are strongly recommended to consult an appropriately authorised financial adviser qualified to give advice in relation to investment in unquoted shares issued by single companies. An investment in Occuity Ltd. will not necessarily be suitable for all recipients of this information. Applications to subscribe for Shares will only be accepted at Occuity's discretion from persons eligible to invest.
