Titan Medical enters merger with Conavi Medical

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Titan Medical’s Enos system can help surgeons. | Source: Titan Medical

Titan Medical introduced at present that it entered right into a definitive amalgamation settlement to mix with Conavi Medical.

The corporations 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. Management determined to start a strategic assessment, 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 stated 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 belongings and licensed its IP. It struck offers on that entrance in May, June and August 2023, together with licensing surgical robotics IP to market chief Intuitive Surgical.

Titan stated it decided that merging with one other surgical robotics firm was “not a viable option.” It expanded its search and landed on Conavi.

“This merger is the result of a thoughtful and careful review of strategic options and reflects the continued commitment of our management team and board of directors to deliver value to shareholders,” stated Paul Cataford, Titan’s interim CEO and board chair. “Conavi is an exciting commercial-stage company with groundbreaking technology and an accomplished management team. We are confident in their ability to continue to drive adoption of the Novasight Hybrid system.”

More 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 grow to be a commercial-stage chief in hybrid intravascular imaging.

“This planned merger comes at a pivotal moment in the evolution of our company as we continue to advance the Novasight Hybrid system, which provides simultaneous and complementary data with which to better inform patient care, while offering providers a more cost- and space-effective option when purchasing intravascular imaging equipment,” stated Conavi CEO Thomas Looby. “Gaining access to the public capital markets will enhance our financial strength and fuel our growth strategy, enabling us to unlock the full potential of our hybrid imaging technology in the United States and globally.”

More particulars on the Titan Medical-Conavi Medical merger

Under the phrases of the settlement, Titan plans to accumulate all issued and excellent shares of Conavi. In alternate, 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 Stock Exchange. Instead, they are going to be listed on the TSX Venture Exchange.

The corporations 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 corporations 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 corporations worth Conavi at $69.84 million and the deal consists of 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 throughout the deal. That consists of the change of the identify from Titan Medical to Conavi Medical, or such different identify as accepted by their boards. Other situations embrace the consolidation and a brand new fairness incentive plan.

Editor’s Note: This article was syndicated from The Robot Report’s sister website MassDevice

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