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rheo-CEO Philipp Vetter: “I hardly had to deal with the administrative tasks of my capital increase”

Zusammenfassung

rheo AG digitises vital-sign monitoring with wearable sensors and predictive analytics. In 2023, the company structured a convertible loan with 30 new investors, converted it into shares, increased its share capital and consolidated investors into two syndicates. In this interview, CEO Philipp Vetter explains how Konsento supported the entire process: legal alignment, synchronisation of contracts, automated document generation and coordination of the notarial certification. The outcome: a fast, reliable execution with major administrative time savings for the rheo team.

rheo AG is active in the manufacture of medical devices and produces mobile sensors and predictive data analyses for patients' vital data. In spring 2023, it took out a convertible loan from 30 new investors as part of an initial financing round. In summer 2023, the loans were converted into shares, the share capital was increased and the investors were pooled in two syndicates. Philipp Vetter, founder and CEO of rheo, explains in an interview how Konsento supported him in this endeavour. Philipp Vetterfounder and CEO of rheo, explains in an interview how Konsento has supported him in this endeavor.

Konsento: Hello Mr Vetter. Please tell us a little about yourself and rheo.

Philipp Vetter: Hello. I studied natural sciences at the ETH and earned my doctorate in this field. After graduating, I worked in strategy consulting for about 5 years and then in a management position in the healthcare sector for over 10 years. I am currently the founder and managing director of rheo AG. rheo digitises the measurement and transmission of vital signs data. We are replacing the manual measurement of vital parameters in hospitals with a data stream from our upper arm sensors.

We can enrich the data stream with predictions and seamlessly extend monitoring from the hospital to the patient's home thanks to LTE mobile connectivity. This saves the hospital time, improves quality and can increase the reliability of predictions.

Konsento: In July of this year, you increased rheo's capital. What experiences have you had in the process?

Philipp Vetter: Very frustrating ones at the beginning. We had already created a capital band and conditional capital when the company was founded in order to carry out a capital increase quickly, and in the spring we also had enough investors together to be able to carry out the capital increase via convertible loans. We were therefore very well prepared for the financing round.

We were looking for a simple solution for handling our financing round: in order to remain attractive for any VCs that might join us later, we wanted to pool our convertible lenders, but didn't know how we could do this and coordinate it with the conversion.

The renowned Swiss commercial law firm we were working with at the time was unable to provide us with clear and simple solutions quickly. Discussing this not only took time, but was also expensive.

Konsento: You then turned to Konsento. Why?

Philipp Vetter: An important aspect of our financing round was grouping our 30 investors into pools or syndicates. We searched the Internet for information on investor syndicates, came across Konsento and booked a demo appointment.

Konsento: And to what extent has Konsento helped you to make progress with your capital increase?

Philipp Vetter: The Konsento team very quickly made concrete proposals on how the individual contracts between rheo and the investors could be aligned and how the financing round could be structured chronologically. Specifically, the question was whether the convertible loan lenders should join the syndicate before or after the conversion of the loan into shares. Konsento then also showed us where we needed to make adjustments in our convertible loan agreements to ensure that the chosen procedure was also legally binding. Furthermore, Konsento helped us to complete our capital increase quickly and efficiently with standardised solutions for the administration of the syndicate, the automatic creation of exercise and waiver declarations and the Board of Directors meeting with a declaratory resolution and public notarisation by a notary.

Konsento: To what extent were you still involved in the administrative activities surrounding the capital increase once its structuring had been clarified?

Philipp Vetter: I was hardly involved any more. Konsento automatically created all the necessary documents based on the data from the capital increase resolution and the convertible loans, filled them out and sent them to the investors. I hardly had to do anything with the forms and was able to save about 80% of my time. With 30 new and 3 existing investors, this is a considerable saving. We also didn't have much to do with organising and instructing the notary, as he was called via Konsento and also prepared for the meeting there. The board meeting itself was very simple.

Kosento: What did you particularly like about Konsento's offer?

Philipp Vetter: The mixture of a standardised service for creating documents and holding meetings with the necessary resolutions on the one hand and personal contact and consultations with the team on the other. The workflows and the creation of forms and meetings can be automated very well. However, dialogue is needed to select the financial instrument and the right form of capital. Incidentally, this also showed me Konsento's expertise when it came to capital increases. This was important for me so that I could gain confidence in the reliability of the automated part.

Konsento: Would you carry out your capital increase with Konsento again?

Philippe Vetter: Yes. I am convinced by Konsento, both by the individuals behind it and by the platform as an assistant. The mixture of standardisation and automation on the one hand and consulting on the other is very helpful.

Konsento: Thank you very much for your trust and the interview, Mr Vetter.

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FAQ

Häufig gestellte Fragen

Rechtliches

Who is responsible for adopting capital increase resolutions?

Capital increase resolutions must be adopted by both the general meeting of shareholders and the board of directors, but at different stages and for different purposes. The shareholders decide on the principle of the capital increase, thereby giving their consent to the dilution of their shares (see Art. 704 CO). Depending on the type of capital increase, this may also require a statutory amendment (e.g. introduction of a capital band or conditional capital, see Art. 653s CO, Art. 653 CO and Art. 704 CO). The board of directors must then, in the case of a capital band, decide on the execution of the capital increase (Art. 653u CO) and, after completion, formally confirm in the presence of a notary that the capital increase has been duly carried out in accordance with the law, the articles, and the authorization of the shareholders (Art. 652g CO, Art. 653g CO, and Art. 653u CO).

Produkt

How can I reduce the costs of my capital increase?

Several factors can significantly reduce the cost of a capital increase – Konsento brings them all together in one platform. A clearly structured, fully digital process prevents costly corrections and unnecessary delays. Automated document creation and data processing eliminate many manual tasks usually performed by lawyers and notaries. And with integrated online notarisation, you can collaborate efficiently with notaries – while benefiting from attractive notarisation fees.

Allgemein

What are typical mistakes when preparing the closing of a capital increase?

Common errors include incomplete investor data, flawed documents, missing protocols or notarizations, and delays in coordination. These pitfalls can be avoided by using a digital solution like Konsento, which validates data, automates workflows, and centralizes all parties.

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