Orthocell Limited (ASX:OCC) has disclosed a proposed issue of 1,000,000 options to a party providing marketing services in the United States, with the options carrying an exercise price of AUD $1.2456 and expiring on 30 September 2028.

Key Points

  • Orthocell proposes to issue 1,000,000 options expiring 30 September 2028 with an exercise price of AUD $1.2456
  • The options are being issued as consideration under an agreement for the provision of marketing services in the USA
  • No cash consideration is being received for the options
  • The proposed issue date is 10 November 2026, utilising the company's 15% placement capacity under ASX Listing Rule 7.1
  • Each option, if exercised, converts into one fully paid ordinary share in Orthocell

Terms of the Proposed Option Issue

According to the filing lodged on 10 November 2026, Orthocell Limited proposes to issue a new class of 1,000,000 options with an exercise price of AUD $1.2456 per option. The options are denominated in Australian dollars and will expire on 30 September 2028. The securities are classified as a new class, as they are not yet quoted or recorded by ASX. Orthocell confirmed that all securities issued in this class will rank equally in all respects from their issue date. No external approvals or other conditions are required before the issue can proceed on an unconditional basis.

Marketing Services Agreement for US Operations

The filing states that the options are to be issued in accordance with the terms of an agreement for the provision of marketing services in the USA. The options are not being issued for a cash consideration. No estimate of the AUD equivalent of the consideration was provided in the filing. Orthocell disclosed that no lead manager or broker is involved in the proposed issue and that the issue will not be underwritten. The company also confirmed that its dividend or distribution policy will not change as a result of the proposed issue proceeding.

Listing Rule Capacity and Security Holder Approval

Orthocell disclosed that the 1,000,000 options are proposed to be issued without security holder approval, utilising the company's 15% placement capacity under ASX Listing Rule 7.1. The company confirmed that security holder approval has not been obtained and is not being sought for the entire issue. The filing states that no securities in the proposed issue will be restricted securities under the ASX Listing Rules and that none will be subject to voluntary escrow. Upon exercise, each option entitles the holder to receive one fully paid ordinary share in Orthocell Limited.