SINGAPORE - Medtech company QT Vascular on Wednesday evening (Dec 19) said it has, together with other third party investors, agreed to invest in a stake in research and development firm Sano V through a share subscription for $1.23 million.
The subscription will comprise some 293,018 new voting convertible preferred shares designated as "Series B preferred shares" at an issue price of $4.21 per share. QT Vascular's proportion is 83,135 Series B preferred shares amounting to about $350,000.
Immediately upon completion of the subscription, QT Vascular will have an effective voting interest of 4.1 per cent in the investee company. QT Vascular is also granted a call option, where it is entitled, at any time within 90 days following a notification by Sano V of its completion of a successful six-month follow-up of its first five patients, to require all shareholders of Sano V to sell all of their shares to QT Vascular.
The purchase price for the call option shares will be satisfied in cash or shares, and will be equivalent to 2.5 times of the most recent valuation of Sano V.
Sano V is a company incorporated in Singapore in December 2012 which does research and development of a novel men's health platform for the treatment of erectile dysfunction.Sano V has a paid-up share capital of about $1.84 milion, comprising 320,000 ordinary sharesand 1.4 million Series A preferred shares, which are convertible into ordinary shares and carry voting rights equivalent to the number of ordinary shares into which they may be converted.
For the financial year ended Dec 31, 2017 and unaudited management accounts for the nine months ended Sept 30, Sano V made a net loss after tax of $535,652 and $376,905, respectively.
As at end-December 2017 and end-September 2018, Sano V had a net tangible asset value of $160,402 and net tangible liability value of $21,562, respectively.
The consideration is payable in cash, and Sano V plans to use the $1.23 million raised in proceeds for its first-in-man study and general working capital.
QT Vascular said it is participating in the subscription as the ongoing research and development activities being carried out by Sano V is synergistic with its own business and focus on medical solutions.
"The subscription is in line with the company's plans and strategies to create new product pipelines to be developed and sold, thus enabling the company to have more business opportunities," it said.
QT Vascular said it will obtain the necessary approvals, including from shareholders, if it decides to exercise the call option.
QT Vascular CEO Eitan Konstantino and non-independent non-executive director Mark Wan are financial investors in Sano V, with an effective voting interest of 9.12 per cent and and 12.37 per cent respectively.