Implanet : Launch of an issue of shares with warrants with preferential subscription rights

Press release

Launch of an issue of shares with warrants with preferential

subscription rights

1. Fundraising of € 2.98 million with maintenance of the preferential subscription right by issuing 1 share with warrants for 2 preferential subscription rights (excluding the possible exercise of the extension clause of 15% maximum)

1. Subscription price per share with warrant: €0.28, i.e. a premium of 60.0%1 o Issuance of warrants allowing an additional fundraising of €2.98 million
   o Subscription commitment of Sanyou (HK) International Medical Holding Co. limited for an amount of €5.00 million, including a subscription of shares with warrants for €2.50 million, representing 83.83% of the issue and a commitment to exercise warrants for €2.50 million

Bordeaux, Boston, September 28, 2022 - 8:00 am CEST - IMPLANET (Euronext Growth: ALIMP, FR0013470168, PEA-PMEeligible) (the "Company"), a medical technology company specializing in vertebral implants, announces the launch of a capital increase in cash with preferential subscription rights for shareholders for an amount of €2,982,221.76 through the issuance of 10,650,792 shares with warrants at a unit price of €0.28, representing a premium of 60.0% over the closing price on September 27, 2022 (€0.175), prior to the setting of the issue price by Implanet's Board of Directors.

The amount of the issue may be increased to a maximum amount of € 3,429,554.80, corresponding to the issue of a maximum of 1,597,618 additional shares with warrants, in case of exercise of the extension clause up to 15% of the initial amount.

The objectives of the capital increase are as follows:

• to ensure the financing of its anticipated cash requirements for the next 12 months (the financial resources available to the Company, as of the date of this press release, do not cover its projected 12- month requirements);
• to commercialize our JAZZ® range in China, through a distribution agreement with Sanyou Medical to be concluded no later than December 31, 2022. China is the world's largest potential market in terms of volume for Implanet's JAZZ® technology, with 15,000 pediatric scoliosis surgeries and 750,000 adult surgeries;
• accelerate our innovation by combining the know-how of our Company and that of Sanyou Medical within the framework of the technological partnership agreement, which will be concluded no later than December 31, 2022, to rapidly develop a new, complete range of hybrid fixation systems, intended for Western markets and including the latest advances and innovations in spine surgery (deformation, mini-invasive, robotics, artificial intelligence, etc.);
• capitalize on strategic partnerships to enable Implanet to pass a new milestone and serenely envisage a turnover allowing to reach financial balance in the medium term.

1 Based on the closing price of the Implanet share on September 27, 2022

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Not for distribution, directly or indirectly,

in the United States of America, Canada, Australia or Japan

TERMS AND CONDITIONS OF THE SHARES WITH WARRANTS ISSUE

Nature of the operation

The capital increase proposed by the Company relates to a capital increase through the issuance of shares with warrants with preferential subscription rights.

The operation will involve the issue of 10,650,792 shares with warrants (excluding the possible exercise of the extension clause) at a unit price of €0.28 per share with warrants, on the basis of 1 share with warrants for 2 existing shares owned (2 preferential subscription rights will allow the subscription of 1 share with warrants), i.e. gross proceeds of €2,982,221.76 (i.e. a nominal amount of €106,507.92 for the capital increase, together with an issue premium of €2,875,713.84).

This amount may be increased to € 3,429,554.80 (i.e. a nominal capital increase of € 122,484.10, with an issue premium of €3,307,070.70) in the event of the exercise of the extension clause up to 15% (representing a maximum number of 1,597,618 additional shares with warrants).

Legal framework of the offer

Exercising the delegations granted by the 11th and 15th resolutions adopted by the Combined General Meeting of June 9, 2022, Implanet's Board of Directors decided, during its meeting of September 27, 2022, on the principle of a capital increase with preferential subscription rights.

Extension clause

Depending on the level of demand, Implanet reserves the right to exercise the extension clause, within the limit of 15% of the initial amount of the issue, i.e. an issue product of € 2,982,221.76 which may be increased to € 3,429,554.80, in order to serve all or part of the subscription orders on a reducible basis. Thus, the initial number of 10,650,792 shares with warrants could be increased by 1,597,618 additional shares with warrants, to bring the total number of shares with warrants to be issued to a maximum of 12,248,410 shares with warrants.

Subscription price

The subscription price has been set at €0.28 per share with warrants, representing a premium of 60.0 % compared to the closing price on September 27, 2022 (€ 0.175) preceding the setting of the issue price by the Board of Directors during its meeting on September 27, 2022.

Preferential subscription rights on an irreducible basis

The subscription of the shares with warrants is reserved, by preference, (i) to the holders of existing shares recorded in their securities accounts at the end of the day preceding the opening date of the subscription period and (ii) to the transferees of preferential subscription rights.

The holders of preferential subscription rights will be able to subscribe on an irreducible basis, at the rate of 1 share with warrants for 2 existing shares owned, i.e. 2 preferential subscription rights which will allow to subscribe to 1 share with warrants, without taking into account fractions.

The preferential subscription rights can only be exercised up to a number of preferential subscription rights allowing the subscription of a whole number of shares with warrants. Shareholders or transferees of preferential subscription rights who do not hold a sufficient number of existing shares or preferential subscription rights to obtain a whole number of shares with warrants, will have to acquire or sell on the market the number of preferential subscription rights allowing them to reach the multiple leading to a whole number of shares with warrants.

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Not for distribution, directly or indirectly,

in the United States of America, Canada, Australia or Japan

Preferential subscription rights on a reducible basis

A preferential subscription right is granted to the benefit of the shareholders, on a reducible basis, to the shares with warrants, which will be exercised in proportion to their rights and within the limit of their requests.

At the same time as they deposit their irrevocable subscriptions, shareholders or transferees of preferential subscription rights may subscribe for the number of shares with warrants they wish, in addition to the number of shares with warrants resulting from the exercise of their preferential subscription rights.

The shares with warrants that may not be absorbed by the irreducible subscriptions will be distributed and allocated to the subscribers on a reducible basis. Orders for subscriptions on a reducible basis will be served within the limit of their requests and in proportion to the number of existing shares whose rights will have been used in support of their irreducible subscription, without resulting in the allocation of a fraction of shares with warrants.

Implanet reserves the right to exercise the extension clause, within the limit of 15% of the initial amount of the issue, in order to serve all or part of the subscription orders on a reducible basis.

In the event that the same subscriber submits several separate subscriptions, the number of shares with warrants to which he/she is entitled on a reducible basis will only be calculated on the basis of all his/her preferential subscription rights if he/she expressly requests this in writing, at the latest on the closing date of the subscription. This request will have to be attached to one of the subscriptions and will have to give all the useful indications for the regrouping of the rights, by specifying the number of subscriptions established as well as the authorized intermediary(ies) with which these subscriptions will have been deposited.

Subscriptions in the name of separate subscribers cannot be grouped together to obtain shares with warrants on a reducible basis.

A notice published by Euronext will make known, if need be, the allocation scale for reducible subscriptions.

The sums paid for subscriptions on a reducible basis and which are available after the distribution will be reimbursed without interest to subscribers by the authorized intermediaries who will have received them.

Exercise of preferential subscription rights

In order to exercise their preferential subscription rights, holders must make a request to their authorized financial intermediary at any time during the subscription period, i.e. between October 4, 2022 and October 17, 2022 inclusive, and pay the corresponding subscription price.

Each subscription must be accompanied by payment of the subscription price in cash or by offsetting it against liquid and due claims on the Company. Subscriptions which have not been paid up in full will be cancelled by operation of law without the need for any formal notice.

The preferential subscription right must be exercised by its beneficiaries, under penalty of forfeiture, before the expiration of the subscription period.

The preferential subscription right will be negotiable from September 30, 2022 to October 13, 2022 inclusive, under the same conditions as the old shares.

The transferor of the preferential subscription right will be divested of it in favour of the transferee who, for the exercise of the preferential subscription right thus acquired, will be purely and simply substituted in all the rights and obligations of the owner of the existing share.

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Not for distribution, directly or indirectly,

in the United States of America, Canada, Australia or Japan

The preferential subscription rights not exercised at the closing of the subscription period will automatically lapse.

Listing of preferential subscription rights

At the end of the stock exchange session on October 3, 2022, 1 preferential subscription right will be registered on the securities accounts of Implanet's shareholders for each share held (i.e. a total of 21,301,584 preferential subscription rights issued). Each shareholder holding 2 preferential subscription rights (and multiples thereof) will be able to subscribe to 1 share with warrants (and multiples thereof) at a unit price of € 0.28.

They will be listed and traded on Euronext Growth, under the ISIN code FR001400COR0 from September 30, 2022 to October 13, 2022 inclusive.

If these preferential subscription rights are not subscribed for or sold, they will lapse at the end of the subscription period and their value will be null.

Theoretical value of the preferential subscription right and of the ex-right share

On the basis of a theoretical value of a share with warrants equal to € 0.016, the issue price of a share after detachment of the share with warrants is € 0.264.

On the basis of the closing price of the share on September 27, 2022 (€ 0.175), which is lower than the issue price of a share after detachment of the share with warrants (€ 0.264), the theoretical value of the preferential subscription right is negative and must therefore be recorded at € 0. This results in a theoretical value of the share after detachment of the preferential subscription right (the "Theoretical Value of the ex-right share") equal to € 0.175.

The subscription price of €0.28 per share with warrants represents a premium of 60.0 % compared to the closing price of the Implanet share on September 27, 2022 and an identical premium of 60.0 % compared to the Theoretical Value of the ex-right share on the same date.

These values do not prejudge the value of the preferential subscription right during the period of quotation of the preferential subscription rights, nor the value of the share ex-rights, nor the discounts, as they will be noticed on the market.

Taking into account the market constraints (group of quotation with two decimals), the preferential subscription right will be admitted to the quotation on the Euronext Growth market at €0.0001.

Preferential subscription rights detached from the Company's own shares

Pursuant to article L. 225-206 of the French Commercial Code, Implanet may not subscribe for its own shares. The preferential subscription rights detached from the Company's own shares as of September 30, 2022 will be sold on the market before the end of the subscription period under the conditions of article L. 225-210 of the Commercial Code.

As of September 27, 2022 the Company held 21,500 of its own shares.

Re-allocation by the Board of Directors of the new shares not subscribed by the exercise of irreducible and, if applicable, reducible preferential subscription rights

In the event that subscriptions for the shares with warrants do not reach the entire issue, the Board of Directors may make use of the option granted to it by article L. 225-134 of the Commercial Code.

Thus, at the end of the subscription period, the Board of Directors, using the delegation of powers granted to it by the Extraordinary General Meeting of June 9, 2022 in its 11th resolution, will meet to record the amount of the capital increase that has not been subscribed to on an irreducible basis and, if applicable, on a reducible basis.

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Not for distribution, directly or indirectly,

in the United States of America, Canada, Australia or Japan

It will then have full freedom to allocate the shares remaining to be subscribed for in a discretionary manner between the investors who will have come forward in accordance with the provisions of article L 225-134 of the French Commercial Code.

Limitation of the amount of the capital increase

In accordance with the provisions of Article L. 225-134 of the French Commercial Code and under the terms of the 11th resolution of the Company's General Meeting of June 9, 2022, of the decision of the Board of Directors of September 27, 2022, if the irreducible subscriptions have not absorbed the entire issue, the Board of Directors may, (i) either limit the amount of the transaction to the amount of subscriptions received in the event that these represent at least three quarters of the capital increase decided upon, (ii) or freely allocate, at its sole discretion, all or part of the unsubscribed securities, in particular to the benefit of investors who are not holders of preferential subscription rights and who have undertaken to subscribe, (iii) or offer them to the public.

These faculties can be used alternatively or cumulatively.

However, Implanet has received intentions to participate in the present operation, for a total amount of €2,500,000.16, i.e. 83.83% of the operation (higher than the threshold required by article L.225-134 of the Commercial Code) (see paragraph Subscription commitment).

Moreover, if the amount of the New Shares not subscribed for represents less than 3% of the share capital, the latter may, automatically and in the cases, be limited to the amount of the subscriptions collected.

Warranty

This issue is not covered by a performance guarantee within the meaning of Article L. 225-145 of the French Commercial Code. The beginning of trading on the security will therefore take place only after the completion of the settlement-delivery operations and after delivery of the depositary's certificate.

Underwriting Commitments - Related Agreement

Sanyou (HK) International Medical Holding Co, limited, which holds 100,000 Implanet shares representing 0.47% of the share capital of Implanet, has irrevocably undertaken to subscribe to the capital increase on an irreducible basis up to the amount of its share, and on a reducible basis, for a total maximum amount of EUR 2,500,000.16 representing a total of 8,928,572 shares with warrants, which would bring its subscription up to 83.83% of the issue before possible exercise of the extension clause

The Company is not aware of the intentions of its other shareholders.

Sanyou Medical has applied for a seat on the Board of Directors of the Company as from the completion of its subscription. A General Meeting may be convened for this purpose.

Authorized intermediary - Payment of subscriptions

Subscriptions for shares with warrants and payments of funds by subscribers whose securities are registered in administered or bearer form will be received up to and including the closing date of the subscription period by their authorized intermediary acting in their name and on their behalf.

Subscriptions and payments of subscribers whose shares are registered in pure registered form will be received free of charge up to and including the closing date of the subscription period at CACEIS Corporate Trust - 12 place des États-Unis CS 40083 - 92549 Montrouge Cedex.

The shares with warrants will be fully paid up at the time of their subscription, by payment in cash, for the totality of the nominal value and the issue premium, it being specified that the amount of the issue premium

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Not for distribution, directly or indirectly,

in the United States of America, Canada, Australia or Japan