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Titan Medical’s Enos system can help surgeons. | Supply: Titan Medical
Titan Medical introduced in the present day that it entered right into a definitive amalgamation settlement to mix with Conavi Medical.
The businesses goal to mix in an all-stock transaction, specializing in commercializing Conavi’s Novasight Hybrid system. Conavi designed Novasight Hybrid to information widespread minimally invasive coronary procedures.
This merger comes after greater than a 12 months of uncertainty across the future at Titan Medical. In late 2022, Titan suspended a particular assembly of shareholders meant to vote on a share consolidation plan. Administration determined to start a strategic evaluation, with a sale of the corporate thought of a chance. Titan additionally introduced cost-cutting measures that included the furloughing of 40 staff.
In a information launch, the corporate mentioned it carried out outreach to greater than 40 potential counterparties and halted the event of its ENOS surgical robotic in February 2023. To keep away from insolvency, the corporate started promoting property and licensed its IP. It struck offers on that entrance in Could, June and August 2023, together with licensing surgical robotics IP to market chief Intuitive Surgical.
Titan mentioned it decided that merging with one other surgical robotics firm was “not a viable choice.” It expanded its search and landed on Conavi.
“This merger is the results of a considerate and cautious evaluation of strategic choices and displays the continued dedication of our administration workforce and board of administrators to ship worth to shareholders,” mentioned Paul Cataford, Titan’s interim CEO and board chair. “Conavi is an thrilling commercial-stage firm with groundbreaking know-how and an completed administration workforce. We’re assured of their capability to proceed to drive adoption of the Novasight Hybrid system.”
Extra about Conavi Medical
Conavi Medical designs, manufactures and markets imaging applied sciences for guiding minimally invasive cardiovascular procedures. Novasight Hybrid combines each intravascular ultrasound (IVUS) and optical coherence tomography (OCT) to allow simultaneous and co-registered imaging of coronary arteries.
The Novasight Hybrid system has FDA 510(okay) clearance and regulatory nods in different geographies like Canada, China and Japan.
With Titan Medical, Conavi expects the mixed firm to grow to be a commercial-stage chief in hybrid intravascular imaging.
“This deliberate merger comes at a pivotal second within the evolution of our firm as we proceed to advance the Novasight Hybrid system, which offers simultaneous and complementary information with which to higher inform affected person care, whereas providing suppliers a extra cost- and space-effective choice when buying intravascular imaging gear,” mentioned Conavi CEO Thomas Looby. “Having access to the general public capital markets will improve our monetary power and gas our development technique, enabling us to unlock the complete potential of our hybrid imaging know-how in the USA and globally.”
Extra particulars on the Titan Medical-Conavi Medical merger
Below the phrases of the settlement, Titan plans to accumulate all issued and excellent shares of Conavi. In change, Conavi shareholders, obtain widespread shares of Titan. The deal constitutes a reverse takeover of Titan. In reference to the merger, Titan expects to delist its widespread shares from the Toronto Inventory Trade. As an alternative, they are going to be listed on the TSX Enterprise Trade.
The businesses count on the transaction to shut on or round July 15, 2024.
Titan plans to impact a consolidation of its shares. As a situation to the completion, Conavi plans to finish a concurrent financing of subscription receipts. The businesses anticipate minimal gross proceeds of $15 million with a most of $20 million.
Following the consolidation and concurrent financing, a wholly-owned Titan subsidiary will amalgamate with Conavi. Oustanding post-consolidation Titan shares then go to Conavi shareholders. The businesses worth Conavi at $69.84 million and the deal contains an allocation of $5 million within the pre-transaction valuation of Titan.
Titan plans to carry a particular and annual assembly of shareholders to approve a variety of situations inside the deal. That features the change of the title from Titan Medical to Conavi Medical, or such different title as accepted by their boards. Different situations embody the consolidation and a brand new fairness incentive plan.
Editor’s Be aware: This text was syndicated from The Robotic Report’s sister website MassDevice.