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Titan Medical’s Enos system can help surgeons. | Supply: Titan Medical
Titan Medical introduced at present that it entered right into a definitive amalgamation settlement to mix with Conavi Medical.
The businesses purpose 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 yr 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 assessment, with a sale of the corporate thought of a risk. Titan additionally introduced cost-cutting measures that included the furloughing of 40 workers.
In a information launch, the corporate mentioned it performed 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 possibility.” It expanded its search and landed on Conavi.
“This merger is the results of a considerate and cautious assessment of strategic choices and displays the continued dedication of our administration crew 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 expertise and an completed administration crew. We’re assured of their capacity 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(ok) clearance and regulatory nods in different geographies like Canada, China and Japan.
With Titan Medical, Conavi expects the mixed firm to turn into 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 knowledge with which to raised inform affected person care, whereas providing suppliers a extra cost- and space-effective possibility when buying intravascular imaging tools,” mentioned Conavi CEO Thomas Looby. “Getting access to the general public capital markets will improve our monetary energy and gasoline our progress technique, enabling us to unlock the total potential of our hybrid imaging expertise in the US and globally.”
Extra particulars on the Titan Medical-Conavi Medical merger
Beneath the phrases of the settlement, Titan plans to accumulate all issued and excellent shares of Conavi. In trade, 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 Change. As an alternative, they are going to be listed on the TSX Enterprise Change.
The businesses anticipate 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 quite a lot of circumstances inside the deal. That features the change of the title from Titan Medical to Conavi Medical, or such different title as authorised by their boards. Different circumstances embody the consolidation and a brand new fairness incentive plan.
Editor’s Observe: This text was syndicated from The Robotic Report’s sister web site MassDevice.
