Titan Medical today announced another amending agreement in its amalgamation agreement with Conavi Medical.
In March, the companies entered into a definitive amalgamation agreement to combine in an all-stock transaction. They aim to commercialize Conavi’s Novasight Hybrid system for guiding common minimally invasive coronary procedures. The companies offered another update in April saying that the deal continued to progress.
Dated Aug. 13, the amending agreement alters certain closing conditions. Alterations included extending the outside date for completion of the proposed transaction to Oct. 10, 2024. The amendment also extends the date by which a concurrent financing must be committed to Sept. 3, 2024.
Titan said the companies agreed to reduce the minimum aggregate size of that financing from $15 million to $7.5 million. They also extended the date by which Conavi must complete financial statements to Aug. 23, 2024. Additionally, the agreement reduces the minimum net cash Titan must have at the effective time from $5 million to $2 million.
The companies also agreed to extend the target date for Titan’s annual general meeting of shareholders to on or before Sept. 30, 2024. Titan plans to schedule a date for the meeting “as soon as practicable,” according to a news release.
According to the companies, the amending agreement also makes certain technical and mechanical amendments. Among other things, these changes provide for the conversion of Conavi preferred shares into Conavi common shares and the consolidation of Conavi shares immediately prior to the effective time of the amalgamation.
Background on the Titan Medical – Conavi deal
This merger comes after more than a year of uncertainty around the future at Titan Medical. In late 2022, Titan suspended a special meeting of shareholders meant to vote on a share consolidation plan. Management decided to begin a strategic review, and announced significant cost-cutting measures.
Titan went on to halt development of its ENOS surgical robot in February 2023. The company began selling assets and licensed its IP to avoid insolvency. It eventually licensed its surgical robotics IP to market leader Intuitive Surgical.
The two companies aim to commercialize Conavi’s Novasight Hybrid system for guiding common minimally invasive coronary procedures.
Conavi Medical designs, manufactures and markets imaging technologies for guiding minimally invasive cardiovascular procedures. Novasight Hybrid combines both intravascular ultrasound (IVUS) and optical coherence tomography (OCT) to enable simultaneous and co-registered imaging of coronary arteries.
Novasight Hybrid has FDA 510(k) clearance and regulatory nods in other geographies like Canada, China and Japan. With Titan Medical, Conavi expects the combined company to become a commercial-stage leader in hybrid intravascular imaging.
