TruSpine Technolgs. - Share Transfer, Director/PDMR dealing and RPT

28 May 2024

TruSpine Technologies plc

("TruSpine" or the "Company")

Share Transfer Agreement, Director/PDMR dealing and Related Party Transaction

TruSpine Technologies Plc, the medical device company focused on the spinal (vertebral) stabilisation market, announces that, on 24 May 2024, the Company together with Geoff Miller, Non-executive Chairman of the Company, LCS Trust ("LCS") and Frank Boehm ("FB") entered into an agreement, pursuant to which LCS has agreed to transfer 2,500,000 ordinary shares at a price of 1.5 pence per share, for an aggregate consideration of £37,500, to Geoff Miller (the "Share Transfer Agreement").

Professor Frank Boehm is the inventor of the proprietary spine stabilisation technologies being developed by TruSpine. LCS Trust is a revocable trust established under the laws of Illinois of which Janice Lee Stone and Lilianna Stone are the sole beneficiaries.

The parties have agreed to work together to co-operate in the best interests of the Company and shareholders of the Company.

Director/PDMR dealing

As Geoff Miller is the Company's Non-executive Chairman, the Share Transfer Agreement constitutes a director dealing. Following the transaction, Mr Miller will hold 12,611,828 ordinary shares in the Company, representing 9.03 per cent. of the Company's current issued share capital. In addition, Mr Miller holds £136,573 of the Company's Convertible Loan Notes as announced on 14 March 2024.

Related Party Transaction

The entering into the Share Transfer Agreement is a related party transaction for the purposes of Rule 4.6 of the AQSE Growth Market Access Rulebook.  The Directors of the Company confirm that, having considered this arrangement and having exercised reasonable care, skill and diligence, determined that the proposed transaction contemplated under the Share Transfer Agreement is fair and reasonable insofar as the shareholders of the Company were concerned.

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Company's admission document dated 19 August 2020.

Geoff Miller, Chair of TruSpine Technologies plc, said "It is important for the Company to align all stakeholders in the pursuit of commercial success of the Company. I am delighted that Frank Boehm, myself, LCS Trust and TruSpine have been able to announce our intention to work together to deliver the benefits of our disruptive technology that could transform the spinal stabilisation market."

Frank Boehm, inventor of the technology that underlies TruSpine, said "I am pleased that the Company is engaging with the process of putting historical disputes behind it in a proactive manner, and I look forward to seeing the business develop in the months and years to come. I am especially impressed with the new Board and I am optimistic about the future of TruSpine with this new leadership."

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

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Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.