we receive e we publish the following press release issued by Cube Labs SpA
The Board of Directors of Cube Labs SpA. (“Cube Labs” or “Company”) – Italian venture builder in the healthcare technology sector and listed on the Euronext Growth Milan market, Professional segment – meeting today resolved to submit (i) a proposal to a forthcoming shareholders' meeting of a divisible and paid capital increase for a maximum amount of Euro 5 million to be offered as an option to the shareholders and (ii) a proposal to grant delegation to the Board of Directors itself pursuant to article 2443 of the civil code, to increase the capital paid social security, in one or more installments, by 31 March 2026 for a maximum total amount of Euro 5 million.
The Board of Directors also resolved to approve and publish a report prepared by the Company ("Investor reports”) containing the main updates on the developments of the business and technologies held by Cube Labs' subsidiaries as well as the update of the results of the evaluation, commissioned by the Board of Directors to the company Venture Valuation AG, of the main technologies in the portfolio held by Cube's subsidiaries Labs.
Proposal for capital increase
The Board of Directors has resolved to propose to the Company's shareholders' meeting to increase the share capital of Cube Labs in cash and in payment, in a divisible manner, up to a maximum of Euro 5 million, including share premium, through the issue of new ordinary shares - with regular enjoyment without expressed nominal value having the same characteristics as those already in circulation - to be offered as an option to shareholders pursuant to article 2441, paragraph 1, of the civil code (the "Capital Increase").
In line with market practice, the Board of Directors proposes that the terms and methods of execution of the Capital Increase be determined - subject to approval by the shareholders' meeting - by the Board itself, within the times and methods established by the meeting and in the imminence of the start of the offer in option of the Capital Increase according to the timing that will also be identified in agreement with the Italian Stock Exchange.
In particular, the Board of Directors:
- will establish, in compliance with the terms established by the shareholders' meeting, the timing of the offer of option rights pursuant to art. 2441, paragraph 1, of the Civil Code;
- will determine the number of shares of the Company to be issued in the context of the Capital Increase, the option ratio and the issue price, provided that this price is in any case equal to or greater than €2,20 per share, taking into account, among other things, for the purposes of determining the issue price, market conditions in general and the performance of the security, as well as the economic, equity and financial performance of the Company and the related development prospects and considering market practice for similar operations;
- will specify, within the maximum limit approved by the shareholders' meeting, the definitive amount of the Capital Increase;
- will determine any other element necessary to implement and execute what was decided by the shareholders' meeting.
The proposed Capital Increase is aimed at professional investors and will be carried out in such a way as to benefit from the exemptions from the application of regulation (a) of the offer to the public pursuant to art. 34 ter of the issuers' regulation, approved with CONSOB resolution no. 11971 of 14 May 1999, as well as (b) the offer to the public pursuant to art. 1, paragraph 4, of Regulation (EU) no. 1129 of 14 June 2017 of the European Parliament and of the Council.
The shares resulting from the Capital Increase will be ordinary shares of Cube Labs and will be admitted to listing on the Euronext Growth Milan - professional segment, like the ordinary shares of the Company currently in circulation. The Capital Increase must be subscribed by 31 December 2025, maintaining the divisibility requirement to guarantee effectiveness even in the event of partial subscription.
Proposal to increase the share capital
The Board of Directors then decided to propose to the assembly theattribution of a delegation to the Council itself, pursuant to article 2443 of the civil code, to increase the share capital, in cash and in payment, in one or more tranches, by 31 March 2026, for the maximum total amount of Euro 5 million, including share premium, through issue of new shares, also with the right to exclude the option right pursuant to art. 2441, paragraphs 5 and/or 8, of the civil code and with the possibility of issuing special categories of shares (the "Delegation").
Both the Capital Increase and the Delegation are placed in a strategic phase for the growth of the Company. In fact, it should be remembered that the business model of Cube Labs, a systematic venture builder in the life sciences sector, is based, until the creation of exits, on the continuous raising of capital, which allows it to support the investments necessary for the growth of the portfolio companies.
The Delegation, in particular, makes it possible to achieve advantages in terms of flexibility and timeliness of execution in order to be able to seize, with an adequate timing, the most favorable conditions for carrying out extraordinary operations and/or capital strengthening and/or collection of resources for the implementation of internal growth strategies that can make it appropriate to act with particular promptness.
The Board of Directors therefore decided to give mandate to the President and CEO of convene the shareholders' meeting of the Company to resolve the foregoing. The details of the meeting will be indicated in the notice of meeting which will be distributed within the legal deadlines.
The Board of Directors also examined theupdate of the finalized evaluation to quantify the value attributable to main technologies held by the companies controlled by Cube Labs, drawn up by the company Venture Valuation AG - a Swiss company specializing in the life science sector with offices in the US, Canada, Germany, Ireland and Singapore. Cube Labs has mandated Venture Valuation AG to update the valuation commissioned in the months of April and October 2022, to take into account the progress of the activities carried out by the investee companies on these assets. The latter drew up the valuation which, based on a discount rate between 21% and 25%, resulted in an asset valuation range between €48,8 million and €86,9 million, with a average value of €65,3 million (23%); considering the direct and indirect investments of Cube Labs (through the Trust) in the individual subsidiary companies holding these assets, the corresponding value range is between Euro 32,16 million and Euro 57,33 million with an average value of Euro 43,05, 3 million. The discount rate used is increasing by 2022 percentage points compared to the discount rate used in the previous evaluation (April and October 2022) due to the increase in interest rates. Using the same discount rate applied in the last valuation of October 18, between 22% and 20%, with an average rate of 70,3%, Venture Valuation identifies an overall value of the assets - understood as the total value of the asset and not of the share pertaining to Cube Labs – between €124,5 million and €93,5 million, with an average value of €10 million, up 84,3% compared to the average valuation of €XNUMX million two years ago . This confirms, beyond exogenous factors such as the trend in interest rates, the validity of Cube Labs' investment policies and the progress made at the level of the individual investee company during the reference period. These updates are included in the Investment Report approved today by the Board of Directors and made available on the Company's website.
The companies controlled by Cube Labs
THEInvestment Report also reports the summary of the main business and technological developments relating to the companies controlled by Cube Labs, reported below:
Adamas Biotech is an innovative start-up based on the use of natural and organic ingredients, in particular green tea catechins. Adamas Biotech is focusing on products for irritable bowel syndrome symptoms and urinary tract wellness. On 23.01.2023 it signed a collaboration agreement for industrial development with Salix Group Srl (“Salix”), Contract Development Manufacturer in the nutraceutical sector, and an agreement with IBI Lorenzini SpA for marketing (see press release dated 3 April 2023 ). Salix has already planned the production of a pilot batch for the second half of 2024, followed by rigorous testing to ensure safety and quality. Long-term stability studies are underway to evaluate the durability of the product.
Bioaurum is an innovative start-up that uses saffron extracts as treatments against neurodegenerative diseases, with a focus on Parkinson's and Alzheimer's and the field of ophthalmology. The development of the software and hardware of the medical device should be completed by the second quarter of 2024. On 28 October 2021, a strategic partnership was launched with a leading Italian company in the sector for the production and marketing of the device. A negotiation with an Italian company for the introduction of a nutraceutical product under license abroad. A new patent has been filed to upgrade the medical device's hardware.
Biodiapers is an innovative start-up developing cleantech absorption technologies for infants, women and the elderly. Biodiapers' resulting product, Bio Clay, is set to move from Technology Readiness Level (TRL) 5 to TRL 6, focusing on the assembly and testing of a TNT prototype to evaluate absorbency and scalability. Biodiapers established an industrial partnership with SICAM Srl on May 31, 2023 (see press release). SICAM Srl's activity included the preliminary design of products with components for different lines. A series of activities contained in the agreement were carried out aimed at developing the "core" of a product belonging to the clay-based senile, female and infantile absorbency line, and in particular the definition of the prototype and its structure, the related industrial drawings and definition of the materials and technologies necessary for the creation of the subsequent finished industrial prototype (the "Core prototype"). The agreement that successfully led to the definition of the core is preparatory to the definition of a possible subsequent commercial agreement regarding the future industrialization of the Core, through identification of the technology and development of the pilot plant, and subsequent marketing of the finished industrial prototype.
Cartilage is an innovative start-up that is developing a product line focused on the beneficial properties of bioactive glucosamine peptides, which have shown excellent properties in stimulating the endogenous regeneration of new tissues and hyaluronic acid. Synthelia Organics of Madrid - a company specialized in research and development services as per the press release dated 12 April 2024 - and C4T of Rome - a company specialized in research and development services in the pharmaceutical and cosmetics sector were chosen as production partners of the Regen Longevity product of Cartilago. The NAPA molecule was successfully synthesized by C4T and FTherapeutics/Synthelia. US Patent No. 11.685.760 for NAPA compositions and tissue regeneration methods was granted on June 27, 2023 (see press release of June 16, 2023), expiring September 19, 2039. As regards the Napa Osteoarthritis product, a partner is being sought for ongoing preclinical pharmacology studies. Gap analysis (Ftherapeutics) in the first half of 2024 will mark the start of Phase I, with full implementation expected in the second half of 2024.
CRV is a start-up for the development of technologies for endovascular robotics. For the Roses product, the technical dossier for the CE mark is being prepared. The completion of the dossier will be a fundamental step for regulatory compliance (obtaining the CE mark), facilitating the entry of the product into European markets. The product is currently under development to broaden its applications, specifically to include transcatheter aortic valve implantation (TAVI).
DTech is an innovative start-up for the development of biocompatible hydrogels for dental, dermatological and oncology applications. Efficacy tests on the Biogel Spray (DTech) product gave positive results, confirming its antiviral capabilities. Current efforts are focused on developing a new gel formula. Significant progress in the project's development roadmap was achieved through collaboration with Consonance – a Polish medical product design, manufacturing and registration support company – to assist in the development of the Minimum Viable Product (MVP). DTech is also enhancing Nuvagel, aiming to debut on the market in 2027 thanks to technological advances. The product has passed safety and biocompatibility assessments. Following completion and formulation, a clinical study in 10-20 patients is planned, with the goal of filing for CE marking as a class III device by the end of 2024.
Hiperforming is a start-up for the development of Artificial Intelligence applications for the bio-health/healthcare sector. Hiperforming research focused on updating the software architecture of the HiTrace system with new AI technologies and methodologies. Thanks to the partnership with B4 Srl - a company that deals with Artificial Intelligence and IT and technological services - HiTrace technology will be enhanced with proprietary IoT devices and a new edge computing architecture, aimed at continuous and real-time monitoring in the healthcare and of research. The company is in the process of filing a new patent for the HiTrace system and method for automatic and collaborative classification and recognition of analog or digital representations of organic tissue and other elements. Three other patents are in development.
Lumina Hair Care is a start-up that develops biosensors for diagnostic, veterinary, environmental and agri-food tests. Lumina has secured a collaboration with the University of Bologna, to improve the MVP (Minimum Viable Product) of its TCL (Thermochemiluminescence) technology. R&D collaborations with UNIPG and UNIBO have successfully concluded the initial phases, with extension proposals to further refine the TCL technology. The TRL went from 4 to 5. Future direction includes the decision to develop a biosensor for chemotherapy monitoring, which represents a significant advancement in healthcare technology.
Molecular Research is a start-up researching and developing therapeutic molecules, with particular attention to those used in the treatment of diabetic neuropathy and Alzheimer's. Faced with the challenges of diabetic neuropathy, teams are moving towards Alzheimer's disease research, also considering oncology applications, improving the stability of molecules and forging partnerships to advance treatments of neurodegenerative diseases. Italian patent granted for a benzomorphan and published as WO2022208375A1; Applications have been filed on a national/regional basis in the United States (not yet published).
Orpha Biotech is a start-up that offers solutions for the treatment of diseases that occur rarely and for which there are currently no therapies (for example autoimmune diseases such as systemic sclerosis). Orpha Biotech has entered into a strategic partnership (8 April 2024) with FTherapeutics, a company active in the synthesis and development of molecules. The research and development activity is expanding to include a panel of 27 small molecules, strengthening the company's portfolio and offering new development paths.
Skin Plastic Lab is a nanotechnology start-up for monitoring the temperature and vascularization of the skin in response to events such as traumatic accidents, burns and skin tumors. The company is focusing on improving the Minimum Viable Product (MVP) by developing support materials and refining sensing elements. Thermal Matrix is pursuing advanced research and development to incorporate sensor matrix technology into medical products such as medicines and bandages, with the goal of tailoring sensor densities for specific medical applications. A strategic partnership has been entered into (July 3, 2023) with Omnidermal, a spin-off of the University of Turin, aimed at advancing the TRL. An Italian patent IT2020A202000011881 was filed for the technology in May 1, leading to a PCT application in May 2021 published as WO2021234484A1. National/regional phase applications have been filed in Europe, the United States, India and China.
Rescue Code is a start-up that uses technologies to improve visibility during cardiac procedures and the development of protocols and technologies for the treatment of refractory heart attack. The design phase of the advanced scalpel has been successfully completed, marking a milestone. The project now moves to the design freeze phase. Initiated a comprehensive documentation process for the hybrid spatula. International patent WO2023031893A1 filed on September 06, 2022, with possible expiration, if granted, in September 2042.
Myrtoviva is a start-up that aims to innovate the sector of food supplements and cosmetic products through the combination of phytoextracts from the Mediterranean tradition and the use of nanotechnologies. The goal is to develop a nutraceutical with Myrtus Communis L. to prevent premature senescence of skin cells caused by oxidative stress. It is planned to expand the product line with hybrid compounds of myrtle extracts and nanofibers for targeted delivery and the development of innovative cosmetic products to reverse skin aging.
Regenerabiome is a start-up that offers solutions for the treatment of complex or chronic wounds caused by diabetes. The goal is to create a dual-component medical device for wound care by combining a biodegradable hydrogel with a selected microbiome. The product innovation consists in locally targeting the skin microbiome with a selected bacterial strain administered through a biocompatible hydrogel, with the aim of restoring the physiological state of the skin.
