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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 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-about a risk. Titan additionally introduced cost-cutting measures that included the furloughing of 40 staff.

In a information launch, the corporate stated 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 belongings 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 stated 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 assessment of strategic choices and displays the continued dedication of our administration crew and board of administrators to ship worth to shareholders,” stated 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 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 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 supplies simultaneous and complementary information with which to raised inform affected person care, whereas providing suppliers a extra cost- and space-effective choice when buying intravascular imaging tools,” stated Conavi CEO Thomas Looby. “Getting access to the general public capital markets will improve our monetary energy and gasoline our development technique, enabling us to unlock the complete potential of our hybrid imaging expertise in america and globally.”

Extra particulars on the Titan Medical-Conavi Medical merger

Beneath the phrases of the settlement, Titan plans to amass 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 Inventory Alternate. As an alternative, they are going to be listed on the TSX Enterprise Alternate.

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 various circumstances inside the deal. That features the change of the identify from Titan Medical to Conavi Medical, or such different identify as authorized by their boards. Different circumstances embrace the consolidation and a brand new fairness incentive plan.

Editor’s Observe: This text was syndicated from The Robotic Report’s sister website MassDevice.