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REG - Trellus Health PLC - Proposed issue of Secured Convertible Loan Notes

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RNS Number : 1958N  Trellus Health PLC  30 December 2025

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN TRELLUS HEALTH PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN
RESPECT OF TRELLUS HEALTH PLC OR ANY OTHER ENTITY.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION RELATING TO TRELLUS HEALTH PLC
AND ITS SECURITIES FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE
REGULATION (596/2014/EU) AS IT FORMS PART OF THE DOMESTIC LAW OF THE UNITED
KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA") AND AS
MODIFIED BY OR UNDER THE EUWA OR OTHER DOMESTIC LAW, INCLUDING BUT NOT LIMITED
TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK
MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN
RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED
UNDER UK MAR), AS PERMITTED BY UK MAR. THIS INSIDE INFORMATION IS SET OUT IN
THIS ANNOUNCEMENT. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY
INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A
MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION
RELATING TO TRELLUS HEALTH PLC AND ITS SECURITIES, WHICH IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.

 

 

Trellus Health plc

("Trellus Health" or the "Company")

 

Proposed issue of Secured Convertible Loan Notes to raise up to £5 million

and grant of Warrants

 

Definitions contained within Appendix I to this Announcement apply, unless the
context requires otherwise

 

Trellus Health plc (AIM: TRLS), a healthcare company delivering Trellus
Elevate®, a digital platform that integrates data analytics with
personalised, scientifically proven resilience programs and value-based
solutions to manage complex chronic conditions, announces that it proposes to
issue £5 million Secured Convertible Loan Notes (the Facility) to an
institutional investor to extend the Company's cash runway, subject to
Shareholder approval. The Company had previously announced that it had entered
into an unsecured loan agreement with its long-standing substantial
shareholder, Mount Sinai, with a principal amount of US$600,000 which
supported the continued execution of the Company's commercial strategy and
extend its near-term cash runway to late January 2026. Since this time, the
Company has been in active discussions with the aim of securing additional
funds to extend the cash runway further, hence the Secured Convertible Loan
Notes.

 

The Facility is structured to provide Trellus Health with flexible, staged
access to capital to support its operational and commercial objectives, while
managing dilution and aligning funding availability with execution milestones.

 

Key features include:

 

·      12 month facility of up to £5 million in principal, available in
multiple tranches;

·      conversion at a discount to market price at the time of
conversion, with tranche-specific terms; and

·      warrant coverage issued in connection with each tranche.

 

Further details of the Facility are set out below and in the Circular, which
is to be posted to Shareholders tomorrow and will be made available on the
Company's website at trellushealth.com/investors
(https://trellushealth.com/investors) .

 

The Board believes that the Facility:

 

·      strengthens the Company's near-term funding position while
preserving flexibility over the timing and scale of capital drawdowns;

·      enables the Company to align conversions with market conditions;

·      supports the Company's ongoing commercial initiatives and
partnership discussions; and

·      reflects continued access to institutional capital from a
financial investor familiar with structured growth financing.

 

The Directors also consider the inclusion of warrant coverage (details of
which are provided below) provides additional alignment between investor
returns and the longer-term performance of the Company, while supporting the
availability of committed funding. Importantly, the tranche-based structure is
intended to allow the Company to manage shareholder dilution and regulatory
thresholds while maintaining sufficient working capital to continue to execute
its business plan.

 

Under the Facility, the Company may request the drawn down of funds (and
Alumni will subscribe for Notes) in the following tranches: first tranche
consisting of a principal amount of up to £112,500 (First Tranche Notes),
less fees and agreed deductions, second tranche consisting of a principal
amount of up to £625,000 (Second Tranche Notes) and subsequent tranches each
consisting of a principal amount of up to £200,000 (Subsequent Tranche Notes)
subject to certain conditions being satisfied in each case.

 

The Directors believe that the net proceeds of the First Tranche Notes and the
Second Tranche Notes (which together total £737,500 principal gross) will
enable the Group to continue in existence until late Q1 2026. Subsequent
Tranche Notes may be capable of being drawn but there is no guarantee that
this will happen. The Directors are in discussions regarding alternative
sources of additional funding to extend the cash runway further, irrespective
of the utilisation of the Notes. If Shareholders do not approve the Fundraise
Resolutions, the Fundraise will not proceed, with the consequence that the
Company would require alternative sources of funding and there can be no
guarantee that the Company will be able to find such alternative sources of
funding before late January 2026, or at all.

 

If the Fundraise is not capable of proceeding or if it is unsuccessful, it is
highly likely that this will result in the Company and the Group not being a
going concern and the Directors would be forced to take steps to place the
Company into administration.

 

The Directors are of the view that the Fundraise represents the best and only
realistic prospect for securing the financing required to meet the Company's
working capital requirements and to support its commercialisation strategy.

 

The Directors were granted certain authorities to allot Ordinary Shares for
cash and to disapply statutory pre-emption rights at the last annual general
meeting of the Company held on 30 June 2025 (Existing Authorities). However,
the Existing Authorities are insufficient for the size of the Fundraise and
accordingly, the Company is calling the General Meeting, which has been
convened for 20 January 2026, to (i) obtain new authorities to issue and allot
new Ordinary Shares on a non-pre-emptive basis in respect of the Fundraise
(Fundraise Authorities) and (ii) in addition to the Fundraise Authorities,
obtain new allotment and dis-application of pre-emption rights authorities in
a form similar to the Existing Authorities but calculated by reference to the
anticipated Enlarged Share Capital (Standing Authorities).

 

The Fundraise Authorities would authorise the Directors to issue the Secured
Convertible Loan Notes. However, the Directors believe it is in the interests
of the Company for the Directors to be granted the Standing Authorities, to
enable the Directors to take advantage of appropriate opportunities which may
arise in the future.

 

The Fundraise is therefore conditional, inter alia, on the passing of the
Fundraise Resolutions by Shareholders at the General Meeting, which is to be
held at Shoosmiths LLP's London office at 1 Bow Churchyard, London, EC4M 9DQ
at 9.30 a.m. on 20 January 2026.

 

Background, to and reasons for, the Fundraise and use of proceeds

 

Trellus Health® is a healthcare company providing innovative solutions and
services, helping people with chronic conditions take control of their health
through a proven, scientifically validated self-management solution and
continuous, personalised support. Founded by Icahn School of Medicine at Mount
Sinai faculty members Marla Dubinsky, MD and Laurie Keefer, PhD, globally
recognised experts in treating the physical and emotional impacts of
Inflammatory Bowel Disease (IBD), with a combined 50 years of pioneering
whole-person healthcare innovation.

 

The Company delivers Trellus Elevate®, a proprietary resilience-based digital
platform that combines data analytics, with personalised scientifically proven
resilience programs and value-based solutions to help people manage complex
chronic conditions. Initially focused on costly gastrointestinal diseases such
as IBD, where its methodology has demonstrated over 90% fewer hospitalisations
and more than 70% fewer emergency room visits highlighting its role in
improving outcomes while reducing healthcare costs

 

From its founding through 2024, the Company invested approximately $9.6
million in the development and enhancement of the Trellus Elevate® platform.
The platform has been built to scale across multiple chronic conditions and
therapeutic areas, integrate within complex and regulated healthcare
environments, and support rapid commercial expansion while efficiently
leveraging resilience team headcount.

 

Trellus Health's business model spans three key verticals: pharmaceutical
patient support programs, clinical trial recruitment and retention solutions,
and partnerships with US health plans. Through these channels, the Company
seeks to improve outcomes, strengthen treatment adherence, and generate
meaningful cost savings for healthcare stakeholders.

 

In early 2025, the Company signed a commercial-scale pilot with Johnson &
Johnson Health Care Systems Inc. (J&J) to assess the potential for the
Trellus Elevate® program to support patients with moderately to severely
active IBD in the US. The program has delivered key early metrics, with 99%
patient satisfaction ratings and an average of 50 engagement touchpoints over
a 28-day period, supporting plans to broaden enrolment channels beyond the
initial narrow funnel.

 

In the second quarter of 2025, the Company renewed its agreement with Pfizer
to license patient support educational content for inclusion in Pfizer's IBD
digital application. In parallel, Trellus Health(®) continues to support an
ongoing Phase 2 IBD clinical trial through its licensing agreement with
AstraZeneca.

 

In June 2025, Trellus Health(®) was granted preferred vendor status by a
leading global contract research organisation (CRO). As announced on 22
October 2025, the Company subsequently signed a 12-month contract with this
CRO to support recruitment and enrolment optimisation for an ongoing mid-stage
clinical trial in immunology and inflammation. This program is being
implemented on an ongoing basis.

 

Additionally, the Company has been granted preferred vendor status by a second
leading global CRO and, as announced on 7 November 2025, signed a 12-month
contract to support recruitment and enrolment optimisation for two late-stage
clinical trials in immunology and inflammation. The program is also being
implemented on an ongoing basis.

 

Together, these partnerships reinforce the value of Trellus Health's offering
within the clinical trials vertical, provide access to underlying
pharmaceutical clients, and accelerate contracting timelines.

 

The Company's strategy is increasingly focused on expanding its clinical
trials business, addressing a well-defined and costly industry challenge.
Industry data indicates that more than 50% of clinical trial participants fail
screening, contributing to significant delays and inefficiencies in drug
development. To address this gap, Trellus Health(®) has developed Trellus
TrialSet™, a solution designed to assess and strengthen participant
readiness by ensuring individuals possess the resilience, skills, and tools
required to engage, adhere, and persist throughout a trial, thereby optimising
recruitment, enrolment, and retention.

 

Alongside these growth initiatives, the Company has taken additional
cost-containment actions and reduced its average monthly cash burn from
approximately $440,000 to $400,000 beginning in November 2025.

 

The Board is focused on driving commercial momentum and expanding the
Company's footprint through strategic partnerships particularly within the
pharmaceutical verticals. In order to achieve this, the Company requires
further investment to extend its cash runway beyond January 2026, allowing
time to secure additional commercial contracts. The Company expects that these
contracts may take the form of either Pharma Patient Support Programmes (PSPs)
or Clinical Trials (CTs) and, with an extended cash runway, is targeting up to
4 new CTs and up to 3 new PSPs, alongside a number of contract expansions over
the next two years. Typically, PSPs have an illustrative contract value
ranging in total between $500k and $1 million, whilst CTs have an illustrative
contract value ranging in total between $150k and $500k excluding performance
incentive fees.

 

To support the Company's commercialisation plans, the net proceeds of the
Facility would be used by the Company for general working capital purposes,
for commercial support and further expansion, technological advancements,
specifically in regard to global data privacy (GDPR) and API/white labelling
of the platform and intellectual property expansion specifically focused on
PSP and CTs. As noted in the 24 November 2025 announcement mentioned above,
the Company currently has funds through to the end of January 2026. The
Fundraising is required to extend that runway and enable the Company to
achieve its commercial objectives together with projected revenues from the
new contracts and expansion agreements anticipated to be secured in 2025 and
2026.

 

Given the conversion price of the Notes is determined at the time of
conversion notice by reference to a variable rate (as described in more detail
at Details of the Fundraise below), the authorities to be granted by the
Resolutions have been set at a high level to ensure that the Company has
sufficient authorities to complete the Fundraising and such authorities, if
granted at the General Meeting, will expire on the date falling 12 months
after the passing of the Resolutions at the General Meeting which is to be
held at 9.30 a.m. on 20 January 2026 at Shoosmiths LLP's London office at 1
Bow Churchyard, London, EC4M 9DQ.

 

Current Trading

 

The Company is in the early stages of commercialising its business and, as
announced in its interim results on 8 September 2025, generated revenues of
$295k in H1 2025 (H1 2024: $114k) and $379k from 1 January to 7 September
2025, related to implementation services and piloting new patients in the
Trellus Health platform. The Company's adjusted EBITDA loss for the 6-month
period to June 2025 was $2.6m (30 June 2024 $3.6m loss), in line with
management expectations. Administrative costs for the first half were $3.3m
(30 June 2024: $4.1m). At 30 June 2025, the Group had available cash resources
of $1.6m (31 Dec. 2024: $4.3m), with the Company's average monthly burn
decreased by an additional c.10% since 1 August 2025 to $440k per month.

 

As announced on 21 October 2025, the Company expects to reduce its average
monthly cash burn from approximately $440,000 to around $395,000 going
forward. On 24 November 2025, the Company announced that it has signed a
$600,000 loan note with Mount Sinai, which extends the Company's runway to the
end of January 2026. The Board is pleased with the ongoing commercial progress
of the Company and looks forward to providing further updates during Q1 2026.

 

Details of the Fundraise

 

The Company proposes to enter into the Facility and related security agreement
(Debenture) and warrant agreements (Warrant Agreements) with Alumni whereby
the Company shall issue and Alumni shall subscribe for up to a maximum
principal amount of £5,000,000 Secured Convertible Loan Notes.

The Fundraise is conditional on the passing of the Fundraise Resolutions
without material amendment at the General Meeting (or at any adjournment
thereof) and the satisfaction of all conditions precedent in the Facility.

The key terms of the Facility are as follows:

1.    the Company may request the drawn down of funds (and Alumni will
subscribe for Notes) in the following tranches: first tranche consisting of a
principal amount of up to £112,500 (First Tranche Notes), less fees and
agreed deductions, second tranche consisting of a principal amount of up to
£625,000 (Second Tranche Notes) and subsequent tranches each consisting of a
principal amount of up to £200,000 (Subsequent Tranche Notes) subject to
certain conditions being satisfied in each case. The second tranche may only
be drawn down at least 27 business days after closing of the first tranche,
and the draw down of the subsequent tranches are conditional on the First
Tranche Notes and the Second Tranche Notes being converted to shares. The
conditions for each tranche can be waived at Alumni's discretion.

2.    All outstanding Notes plus interest will be repayable on the date 12
months from the date of the Facility subject to earlier repayment on the
occurrence of market standard events of default or early termination of the
Facility or voluntary prepayment(s). In the event of early termination of the
Facility, the Company shall pay a 12% premium on any principal amounts (as
defined in the Facility) previously drawn and outstanding that have not yet
converted into equity.

3.    Interest will be payable on the outstanding amount of the Notes
subscribed for at the rate of 2.5% per annum. The Company may elect to add
such interest to the principal amount of the outstanding Notes.

4.    The Notes will be convertible at any time by written notice to the
Company at a price per share in GBP equal to (all definitions in (a) - (c)
below are as defined in the Facility):

(a)             in respect of the First Tranche Notes, interest on
them and Premium Payment (if any), applicable to them, 0.75 multiplied by the
lowest daily VWAP of the Shares on the five Trading Days immediately prior to
the date of the conversion notice relating to such First Tranche Notes.

(b)             in respect of the Second Tranche Notes, interest
on them and Premium Payment (if any), applicable to them, 0.55 multiplied by
the lowest daily VWAP of the Shares on the five Trading Days immediately prior
to the date of the conversion notice relating to such Second Tranche Notes;
and

(c)             in respect of the Subsequent Tranche Notes (if
any), interest on them and Premium Payment (if any), applicable to them, 0.75
multiplied by the lowest daily VWAP of the Shares on the five Trading Days
immediately prior to the date of the conversion notice relating to such
Subsequent Tranche Notes.

5.    The Notes will be secured by way of the Debenture, which will create
fixed and floating charges over all present and future assets and undertaking
of the Company subject to prior ranking security interests. The security will
be granted in favour of a security trustee to hold the benefit of the security
on trust for Alumni and Mount Sinai. Alumni and Mount Sinai will enter into an
intercreditor arrangement pursuant to which their interests under the Secured
Convertible Loan Note and the Mount Sinai Loan Note (having since been
secured) respectively will rank pari passu (Intercreditor Deed). Draw down of
the First Tranche Notes is conditional upon, inter alia, delivery to Alumni of
the duly executed Debenture and Intercreditor Deed (both in a form acceptable
to Alumni).

6.    With respect to the Warrant Agreements:

(a)             each warrant granted pursuant to each Warrant
Agreement (Warrant) will give its holder a right to subscribe for one Ordinary
Share;

(b)             coverage will be 100 per cent of the nominal GBP
value of each drawdown, save in relation to the second tranche whereby the
coverage will be 130 per cent of the nominal GBP value of the drawdown;

(c)             the exercise price will be 125 per cent of the
mid-market price on the business day prior to the execution of the Facility
and shall be adjusted upon any dilutive subsequent equity issuance (or
equity-linked security) during the term of the relevant Warrant Agreement; and

(d)             the exercise period in respect of each tranche of
Warrants will be 4 years from grant.

 

Takeover Code

 

There is a limitation that prevents conversion of the Secured Convertible Loan
Notes resulting in any shareholder holding over 29.9 per cent of the issued
share capital of the Company.

 

 

The person responsible for arranging the release of this Announcement on
behalf of the Company is Dr. Marla Dubinsky, Chief Executive Officer of the
Company.

 

Expected Timetable of Principal Events

 

 Announcement of the Fundraise                                            30 December 2025
 Latest time and date for receipt of proxy votes for the General Meeting  9.30 a.m. on 16 January 2026
 General Meeting                                                          9.30 a.m. on 20 January 2026
 Announcement of the results of the General Meeting                       20 January 2026

 

Each of the times and dates above refer to London time and are subject to
change. Certain of the events in the above timetable are conditional upon,
inter alia, the passing of the Fundraise Resolutions to be proposed at the
General Meeting. If any of the details contained in the timetable above should
change, such change will be notified to shareholders by an announcement
through a Regulatory Information Service.

 

Enquiries:

 

 Trellus Health plc                                                                        https://trellushealth.com/ (https://trellushealth.com/)

 Dr. Marla Dubinsky, Chief Executive Officer and Co-Founder                                       Via Walbrook PR
 Joy Bessenger, Chief Financial Officer

 Singer Capital Markets (Nominated Adviser and Broker)
 Philip Davies / James Todd / Patrick Weaver               Tel: +44 (0)20 7496 3000 303/

 Walbrook PR                 Tel: +44 (0)20 7933 8780 or trellus@walbrookpr.com
                         (mailto:trellus@walbrookpr.com)
 Paul McManus / Lianne Applegarth /                                         Mob: +44 (0)7980 541 893 / +44 (0)7584 391 303/
 Alice Woodings

                                                                                                                       +44 (0)7407 804 654

 

About Trellus Health plc (www.trellushealth.com (http://www.trellushealth.com)
)

 

Trellus Health® (AIM: TRLS) is a healthcare company providing value-based
innovative solutions and services, helping people with chronic conditions take
control of their health through a proven, scientifically validated
self-management solution and continuous, personalised support. Trellus
Health's approach empowers patients to better navigate the emotional and
physical challenges of their conditions, leading to significant cost savings,
enhanced treatment adherence, and long-term, sustainable health outcomes.

Trellus Health® integrates its proprietary resilience-based methodology with
the technology, tools, and expert coaching and educator team to deliver
Trellus Elevate®, a whole-person technology-enhanced condition management
platform. The Company is initially focusing on chronic costly GI conditions
that have a high mental health burden, such as Inflammatory Bowel Disease
(IBD). Among IBD patients, applying the Trellus Elevate® methodology resulted
in over 90% fewer hospitalisations and a reduction of over 70% in emergency
room visits. Given the common emotional and mental health struggles associated
with a variety of chronic conditions and therapeutic areas, Trellus Health®
considers its approach to have potential utility and demand across many
conditions.

The Company also offers Trellus TrialSet™, a solution for pharmaceutical
partners spanning clinical trials to commercialisation, applying the same
validated resilience science and platform to support trial success and
long-term patient engagement

 

The Company was founded by Icahn School of Medicine at Mount Sinai faculty
members Marla C. Dubinsky, MD, and Laurie Keefer, PhD, both world-leading
experts in treating both the physical and emotional impacts of IBD, with a
combined 50 years of pioneering whole-person healthcare innovation.

 

Shares in Trellus Health were admitted to trading on AIM in May 2021, under
the ticker TRLS. For more information, visit: www.trellushealth.com
(http://www.trellushealth.com)

 

 

 

APPENDIX I

DEFINITIONS

The following definitions apply in the Appendices, and as the context shall
admit, in the Announcement:

 AIM                                      AIM, a market operated by the London Stock Exchange;
 AIM Rules                                the AIM Rules for Companies published by the London Stock Exchange;
 Alumni:                                  Alumni Capital Limited;
 Announcement                             this Announcement
 Board                                    the board of directors of the Company;
 Business Day                             a day (other than a Saturday or Sunday) on which commercial banks are open for
                                          general business in London, England;
 Circular                                 the circular containing further details of the Fundraise and a notice
                                          convening the General Meeting in order to pass the Resolutions, which is
                                          expected to be published by the Company on or about 30 December 2025;
 Company or Trellus Health                Trellus Health plc;
 CREST                                    the relevant system (as defined in the CREST Regulations) in respect of which
                                          Euroclear is the Operator (as defined in the CREST Regulations);
 CREST Regulations                        the Uncertificated Securities Regulations 2001 (S.I. 2001 No 3755) (as
                                          amended);
 Directors or Board                       the current directors of the Company as at the date of this Announcement;
 EEA                                      the European Economic Area;
 Enlarged Share Capital                   the entire issued share capital of the Company following assumed conversion of
                                          all the Secured Convertible Loan Notes issued to Alumni and exercise of the
                                          Warrant;
 EU                                       the European Union;
 Euroclear                                Euroclear UK & International Limited, the operator of CREST;
 Existing Ordinary Shares                 the 161,508,333 Ordinary Shares of £0.0006 each in issue at the date of this
                                          document, all of which are admitted to trading on AIM and being the entire
                                          issued ordinary share capital of the Company;
 Facility                                 the secured convertible loan note instrument under which the Company proposes
                                          to constitute the Secured Convertible Loan Notes and issue them to Alumni;
 FCA                                      the Financial Conduct Authority;
 FSMA                                     the Financial Services and Markets Act 2000, as amended;
 Fundraise                                means the raising of up to £5 million by way of issue by the Company of the
                                          Secured Convertible Loan Notes;
 Fundraise Resolutions                    resolutions 1 and 2 to be proposed at the General Meeting, as set out in the
                                          Notice of General Meeting;
 Fundraise Shares                         means the Ordinary Shares issued to Alumni following conversion of the Secured
                                          Convertible Loan Notes;
 General Meeting                          the general meeting of the Company convened for 9.30 a.m. on 20 January 2026
                                          (or any adjournment thereof) at which the Resolutions will be proposed, notice
                                          of which is set out at the end of this document;
 General Resolutions                      resolutions to be proposed at the General Meeting, further details of which
                                          are set out in the notice of General Meeting as contained in the Circular;
 Group                                    the Company and its subsidiary undertakings (and "Group Company" shall be
                                          construed accordingly);
 ISIN                                     International Securities Identification Number;
 London Stock Exchange                    London Stock Exchange plc;
 MAR                                      Regulation (EU) 596/2014 of the European Parliament and of the Council of 16
                                          April 2014 on market abuse as it forms part of the law of England and Wales by
                                          virtue of section 3 of the European Union (Withdrawal) Act 2018 (as it may be
                                          modified from time to time by or under domestic law including, but not limited
                                          to, by the Market Abuse (Amendment) (EU Exit) Regulations 2019/310);
 Material Adverse Effect                  a material adverse effect, or any development or matter likely to have a
                                          material adverse effect, in or affecting the business, condition (financial,
                                          trading, operational, legal or otherwise), management, properties, assets,
                                          rights, results of operations, earnings or assets of the Group, whether or not
                                          arising in the ordinary course of business and whether or not foreseeable as
                                          at the date of the Placing Agreement;
 Mount Sinai                              Icahn School of Medicine at Mount Sinai;
 Ordinary Shares                          ordinary shares of £0.0006 each in the capital of the Company;
 Post First Tranche Notes                 the conversion of £112,500 Secured Convertible Loan Notes into New Ordinary
                                          Shares;
 Post Second Tranche Notes                the conversion of £625,000 Secured Convertible Loan Notes into New Ordinary
                                          Shares;
 Post Subsequent Tranche Notes            the conversion of £200,000 Secured Convertible Loan Notes into New Ordinary
                                          Shares;
 Resolutions                              together the General Resolutions and the Fundraise Resolutions;
 RIS                                      shall have the same meaning as in the AIM Rules;
 Secured Convertible Loan Notes or Notes  the secured convertible loan notes to be constituted by the Company pursuant
                                          to the Facility in the aggregate principal amount of £5,000,000 plus any
                                          interest;
 SCM Advisory                             Singer Capital Markets Advisory LLP, the Company's nominated adviser;
 Shareholders                             holders of Ordinary Shares;
 Singer Capital Markets                   Singer Capital Markets Securities Limited, the Company's broker;
 UK MAR                                   the Market Abuse Regulation (EU Regulation No. 596/2014 which forms part of

                                        domestic law pursuant to the European Union (Withdrawal) Act 2018);

 

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