Highlights

  • Memphasys received an A$3.5 million advance under a convertible note subscription agreement.
  • The funding is structured as an interest-bearing Loan while approvals for the note issue remain pending.
  • The proposed convertible notes require Shareholder and ASX approvals.
  • Funds are intended to support commercial capability, Manufacturing capacity and market expansion.
  • The company also proposed a share consolidation and announced a board appointment.

Memphasys Limited (ASX:MEM) develops fertility technology products, including Felix, a system designed for use in assisted reproductive technology applications. The company’s latest update covers a funding arrangement with Peters Investments, proposed convertible notes and related corporate actions connected with its commercialisation plans.

Funding Arrangement Details

Memphasys announced that it had received A$3.5 million from Peters Investments Pty Ltd under a convertible note subscription agreement. The company stated that the funding supports Demand for its Felix product and expansion of global sales activities.

The funds have initially been provided as an interest-bearing loan while the proposed convertible note issue remains subject to required approvals. Until those approvals are obtained, the Equity component of the arrangement has not been completed.

Convertible Note Terms and Approvals

The proposed notes carry interest at 12.5% per annum, compounded monthly and capitalised until conversion or maturity. The notes are unsecured and rank equally with other unsecured obligations of the company.

The proposed conversion price is A$0.004 per share, subject to a reset mechanism if the company undertakes a future equity raising at a lower price. Conversion remains subject to shareholder approval, ASX approval or confirmation and applicable requirements.

Memphasys stated that approvals are expected to be considered through shareholder meetings. If the required approvals are not obtained, the company must repay the loan and accrued interest within the timeframe outlined in the announcement.

Use of Funds and Commercial Activities

The company stated that proceeds will be directed towards strengthening commercial capability, particularly in Europe, increasing manufacturing capacity and inventory, and expanding into identified territories.

Memphasys also referred to regulatory milestones for Felix, including CE Mark certification and registrations in relevant markets. The company noted that expansion into the United States remains subject to assessment of the pathway towards regulatory clearance.

Corporate Changes and Share Structure

Alongside the funding update, Memphasys proposed a one-for-ten share consolidation. The company also considered an unmarketable parcel sale Facility to simplify its share register. These actions remain subject to the relevant corporate processes.

The company also announced the appointment of Melissa Peters, Managing Director of Peters Investments, as a non-executive director. Memphasys stated that she brings experience in marketing, customer engagement and Business operations.

Key Insights

Memphasys’ latest announcement outlines a funding arrangement intended to support commercial activities for its Felix product while the proposed convertible note structure moves through approval processes. The update provides details on funding terms, intended use of proceeds and corporate actions, while future outcomes remain dependent on completion of the required approvals.