CellCura

Nov 28, 2014

(You can enter multiple email addresses separated by commas) Message : Q3 AND SUBSEQUENT EVENTS CellCura's cost cutting programme described in recent reports was completed with full effect as at the end of Q2. Short term financial constraints remain an issue and the company has been relying on shareholder loans to meet its financial obligations. After the balance sheet date shareholders have extended further loans of NOK 0.78 million which are not reflected in the financials as at the end of Q3. Also, the company has been in dialogue with Innovation Norway and has been granted a deferral of instalments, with subsequent extension of maturities to the respective loan facilities. Due to the size of outstanding loans and in an effort to secure more time to resolve the long-term financing of the Company, CellCura's shareholders resolved in an Extraordinary General Meeting 21 November 2014 to issue a convertible loan covering all outstanding shareholder loans including accrued interest as of 31 October 2014 owed to the largest shareholder, Dag Dvergsten AS, as well as securing new funding of NOK 1.5 million . This does not constitute a viable long-term financing solution and Management and the Board of Directors will need to put in place an alternative financing solution by the end of 2014. Short term financial constraints remain an issue and the company has been relying on shareholder loans to meet its financial obligations. After the balance sheet date shareholders have extended further loans of NOK 0.78 million which are not reflected in the financials as at the end of Q3. Also, the company has been in dialogue with Innovation Norway and has been granted a deferral of instalments, with subsequent extension of maturities to the respective loan facilities. Due to the size of outstanding loans and in an effort to secure more time to resolve the long - term financing of the Company, CellCura's shareholder s resolved in an Extraordinary General Meeting 21 November 2014 to issue a convertible loan covering all outstanding shareholder loans including accrued interest as of 31 October 2014 owed to the largest shareholder, Dag Dvergsten AS, as well as securing new funding of NOK 1.5 million . The total conver tible loan balance at issuance is NOK 12.05 million carrying an interest rate of 7.5% and maturing at the end of 2017. The convertible loan and any accrued interest can be converted into shares at NOK 0.20 /share, in total representing more than 60 million shares if converted in full as at issuance, and more if converted after accruing further interest. This resolution has provided the company with an adequate short - term liquidity. However, this does not constitute a viable long - term financing solution and M anagement and the Board of Directors will need to put in place an alternative financing solution by the end of 2014. High lights - CellCura ART Lab Solution CellCura has continued to focus on expanding the existing customers' solutions with new modules in order to cover more of the processes in the clinics. Highlights - CellCura PFM The company continues to work on growing sales in unregulated markets and have already signed and expect to sign new distributor agreements in SE Asia . This will allow the compa ny to further develop its sales and distribution platform ahead of introducing products to regulated markets once the CE approval is in place. OPERATIONAL REVIEW CellCura develops, manufactures and sells products for the ART and stem cell industry. The offerings are as follows: CellCura Protein Free Media - A new unique and completely safe range of protein free cell culture media products that reduce risk and improve efficiency in the in vitro fertilization and embryo cultivation process . CellCura has established the subsidiary CellCura PFM AS to manage th e sales and marketing activities of the CellCura PFM products , currently distributed in unregulated markets. CellCura ART Lab Solution - A completely new generation of integrated laboratory and software solutions that secures a safe, controlled environme nt and ergonomic performance of cellular treatments in fertility clinics , as well as unrivalled safety, q uality assurance, workflow controls and login of work performed. The company is furthermore working on expanding the existing customers' solutions with new modules in order to cover more of the processes in the clinics. This enables our customers to f urther utilise the unique image based platform with integrated software offered by the CellCura Lab Solution and further exploit the transition from traditional equipment to this new generation lab solution. FINANCIAL REVIEW The revenue for third quarter 2014 was NOK 0 . 4 million compared with NOK 2 . 4 million in the third quarter of 2013 . The Groups operating expenses for the third quarter 201 4 was NOK 3 . 7 million compared to NOK 7 . 9 million in the third quarter of 201 3 . Net loss during the third quarter of 201 4 was NOK 4