Subscription, RPT, Issue of Equity

TruSpine Technologies PLC

23 May 2025

 

23 May 2025

TruSpine Technologies plc

("TruSpine" or the "Company")

Subscription, RPT, Issue of Equity

Director/PDMR Shareholding

TruSpine Technologies Plc, the medical device company focused on the spinal (vertebral) stabilisation market, announces that the Company has entered into a subscription agreement with Axis MedTech (Holdings) Limited ("Axis"), for Axis to subscribe for 3,300,000 new ordinary shares of 0.01 pence in the Company ("Ordinary Shares") at a price of 1.5 pence per share ("Subscription Shares"), raising gross proceeds of £49,500 ("Subscription").

In addition, Geoff Miller has disposed of his £136,573 convertible loan notes ("CLN") in the Company to Axis for 136,573 new ordinary shares in Axis ("CLN Disposal").

Axis is a recent UK incorporated investment vehicle, focusing on investing in the life sciences sector. Geoff Miller and Sam Ogunsalu, both directors of the Company, are directors of Axis as at the date of this announcement.

Following the Subscription and CLN Disposal, the shareholdings of Geoff Miller and Axis are set out below:

Director/PCA	Subscription Shares	Resultant interest in Ordinary Shares	Resultant percentage of issued Ordinary Shares	CLNs held
Geoff Miller	-	14,111,828	8.63%	-
Axis MedTech (Holdings) Limited1	3,300,000	3,300,000	2.02%	£136,573

¹ At the date of this announcement, Geoff Miller is the sole shareholder of Axis

Related Party Transaction

The Subscription (the "Transaction") is a related party transaction for the purposes of Rule 4.6 of the AQSE Growth Market Access Rulebook as Geoff Miller is a Director and major shareholder of Axis. Victoria Sena, the director of TruSpine independent of the Transaction confirms that, having exercised reasonable care, skill and diligence, the Transaction is fair and reasonable insofar as the shareholders of TruSpine are concerned.

Admission

Application has now been made for the Subscription Shares to be admitted to trading on the Aquis Stock Exchange AQSE Growth Market on or around 29 May 2025 ("Admission") and will rank pari passu with the ordinary shares of the Company in issue.

Total Voting Rights

Following Admission, the Company's issued share capital will comprise 163,431,523 ordinary shares of 0.01p each, with each share carrying the right to one vote, therefore the total number of voting rights in the Company will be 163,431,523. This figure may be used by shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in the Company, or a change to their interest in the Company, under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

About Axis MedTech (Holdings) Limited

Axis MedTech was established to capitalise on a structural inefficiency in the Life Sciences sector: while many ventures are led by highly intelligent and entrepreneurial founders, they often lack the corporate governance, strategic oversight, and capital discipline required to scale effectively. This misalignment frequently results in poor execution, limited investor communication, and suppressed valuations. In today's environment Axis MedTech sees a compelling opportunity to acquire interests in businesses with exceptional intellectual property at deeply discounted valuations. By applying decades of proven management expertise, Axis is positioned to unlock value and build a portfolio of globally relevant, high-impact health and wellness companies. Further information can be found at the link below: https://axis-medtech.com/

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TruSpine Investor Hub	https://investorhub.truspinetech.com
TruSpine Technologies Plc	Tel: [phone]
Geoff Miller, Non-executive Chairman
Cairn Financial Advisers LLP (AQSE Corporate Adviser)	Tel: [phone]
Liam Murray / Ludovico Lazzaretti
Peterhouse Capital Limited (Broker & Financial Adviser)	Tel: [phone]
Lucy Williams / Duncan Vasey
Novus Communications (PR and IR)	Tel: [phone]
Alan Green / Jacqueline Briscoe	[e-mail]

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1	Details of the person discharging managerial responsibilities/person closely associated
a.	Name	Axis MedTech (Holdings) Limited
2	Reason for notification
a.	Position/Status	PCA to Geoff Miller
b.	Initial notification/ Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	TruSpine Technologies Plc
b.	LEI	213800HNZX9B1QZPB225
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a.	Description of the financial instrument, type of instrument Identification Code	Ordinary shares of 0.01 pence each ISIN: GB00BMZCKL55
b.	Nature of the transaction	Purchase of ordinary shares pursuant to the Subscription
c.	Price(s) and volume(s)
			Price(s)	Volume(s)
			1.5 pence	3,300,000
d.	Aggregated information -       Volume -       Price	N/A
e.	Date of the transaction	22 May 2025
f.	Place of the transaction	Aquis Stock Exchange

 

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