Orthocell Limited (ASX:OCC), a regenerative medicine company, has released the terms and conditions for 1,000,000 options previously notified in a Proposed Issue of Securities disclosure, with the options carrying an exercise price of $1.2456 per share and an expiry date of 30 September 2028.

Key Points

  • 1,000,000 options (Tranche 1) issued to a Consultant at an exercise price of $1.2456 each, expiring 5:00pm AWST on 30 September 2028
  • Options issued for no cash consideration and are not transferrable and will not be quoted on ASX
  • Vesting requires the Consultant to be continuously engaged under the Consultancy Agreement until 30 June 2027, or upon the Company issuing a Trigger Notice
  • Unexercised options lapse and are cancelled if the Company terminates the agreement due to substantial breach or if the Consultant resigns as Key Opinion Leader

Option Terms and Vesting Conditions

According to the filing, the 1,000,000 options form a single Tranche and entitle the holder to subscribe for one fully paid ordinary share in Orthocell Limited per option upon lodgement of an Exercise Notice and payment of the exercise price. Vesting is conditional on the earlier of the Consultant being continuously engaged under the Consultancy Agreement until 30 June 2027, or the Company issuing a Trigger Notice to the Consultant in respect of Tranche 1. The options were issued for no cash consideration and will not be quoted on the ASX.

Exercise Windows and Minimum Parcel Requirements

The filing states the options may be exercised in whole or in part, in multiples of no less than 100,000 options, except where the holder holds fewer than 100,000 options. Exercise is permitted during the 14 days following the release of the company's half-yearly and annual reports, the 14 days following the release of the company's March and September quarterly reports, and the 14 days prior to the relevant expiry date. An Exercise Notice, once lodged with the company, is irrevocable. The company is required to issue shares within five business days of receiving a valid Exercise Notice and payment.

Lapse, Transfer Restrictions and Shareholder Rights

The filing discloses that the options are not transferrable and do not confer any right to vote at general meetings of the company's shareholders, except as required by law. Holders are not entitled to participate in new issues of capital during the currency of the option prior to valid exercise. The options do not confer any right to participate in the surplus profit or assets of the company upon a winding up. The options shall lapse on the relevant expiry date of 30 September 2028. The company will apply for ASX listing of shares issued upon exercise of any options.