- Regentis Biomaterials Ltd (“Regentis”) is a regenerative
medicine company dedicated to developing innovative tissue repair
solutions that restore the health and enhance quality of life of
patients.
- Regentis’ lead product is GelrinC, a cell-free, off-the-shelf
hydrogel that is cured into a resorbable implant in the knee for
the treatment of painful injuries to articular knee cartilage.
There is currently no approved off-the-shelf product marketed in
the United States for cartilage repair. GelrinC is already approved
as a device with a CE mark in Europe, and Regentis is currently
conducting a pivotal trial, under the FDA sanctioned protocol, in
the United States and Europe.
- The transaction is expected to provide Regentis with enhanced
access to capital markets, enabling it to accelerate the
development of GelrinC and its plans to bring to market a product
for the therapy of an unmet need for the large market of cartilage
injuries in the knee.
- The transaction contemplates an aggregate value for Regentis’
shareholders of $95 million.
- The proposed business combination is expected to be completed
in the third or fourth quarter of 2023.
OceanTech Acquisitions I Corp., a Delaware corporation (NASDAQ:
OTEC, OTECU, OTECW) ("OceanTech"), a publicly-traded special
purpose acquisition company, today announced the execution of a
definitive Agreement and Plan of Merger (the “Merger Agreement”)
with Regentis Biomaterials Ltd, an Israeli company (“Regentis”), a
regenerative medicine company dedicated to developing innovative
tissue repair solutions that seek to restore the health and enhance
the quality of life of patients. The all-stock deal contemplates
that Regentis’ shareholders will receive, in the aggregate, $95
million of OceanTech common stock (subject to certain adjustments),
with each such OceanTech common share valued for the transaction at
$10.00. Certain outstanding options and warrants to acquire capital
stock of Regentis would be assumed by OceanTech. The transaction
also includes a contingent earnout payable to Sponsor (as defined
below), such that, after the closing of the Proposed Business
Combination (as defined below), subject to the terms and conditions
set forth in the Sponsor Support Agreement dated as of May 2, 2023,
Sponsor has the contingent right to receive up to an aggregate
maximum of 1,750,000 shares of OceanTech Common Stock (subject to
adjustment for share splits, share dividends, combinations,
recapitalizations and the like after the Closing, including to
account for any equity securities into which such shares are
exchanged or converted), as additional consideration from OceanTech
based on the performance of the OceanTech Common Stock.
Regentis’ current efforts are focused on orthopedic treatments
using its Gelrin platform based on resorbable hydrogel implants to
regenerate damaged or diseased tissue. Gelrin is a unique hydrogel
matrix of polyethylene glycol diacrylate (a polymer involved in
tissue engineering) and denatured fibrinogen (a biologically
inactivated protein that normally has a role in blood
clotting).
Regentis’ lead product candidate is GelrinC, a cell-free,
off-the-shelf hydrogel that is cured into a resorbable implant in
the knee for the treatment of painful injuries to articular knee
cartilage. GelrinC was approved as a device, with a Conformité
Européene, or CE, mark in Europe, in 2017. Regentis plans to
identify a strategic partner in Europe to bring its product for the
therapy of an unmet need for the large market of cartilage injuries
in the knee. Regentis is currently conducting a pivotal trial for
GelrinC’s FDA PMA approval in the United States and Europe for the
treatment of articular cartilage injuries, and so far Regentis has
treated 47 patients out of the 80 initial patients required for
submission. Upon completion of the proposed business combination
between Regentis and OceanTech together with such related
transactions (the “Proposed Business Combination”), Regentis will
be looking to complete its Phase 3, pivotal trial in order to
submit for approval with the FDA.
Regentis’s executive chairman, Dr. Ehud Geller said: “We are
glad to have accomplished this major milestone to becoming a public
company. Following the closing of the transaction, Regentis
believes it will have greater access to the public capital markets
and be able to get back to and accelerate the completion of its
pivotal clinical study for GelrinC. GelrinC , at its midpoint of a
pivotal study for the repair of cartilage injuries of the knee,
shows great promise to provide patients with an effective and
enduring therapeutic solution to this medical need, which is highly
unsatisfied.”
Suren Ajjarapu, CEO of OceanTech comments: “We are pleased to
announce our business combination with Regentis Biomaterials, an
innovative company operating within the orthopedic treatments
markets. We believe that this business combination will not only
provide our investors with meaningful returns on their investments,
but also assist Regentis in advancing the future of their
technology.”
The transaction has been approved by the respective boards of
directors of Regentis and OceanTech and is subject to approval by
stockholders of OceanTech and Regentis and other customary closing
conditions. The Proposed Business Combination is expected to be
completed in the third or fourth quarter of 2023.
Maxim Group LLC is serving as sole financial advisor to Regentis
and Cohen & Company Capital Markets, a division of J.V.B.
Financial Group, LLC (“CCM”) is serving as lead capital markets
advisor to OceanTech in connection with the Proposed Business
Combination. Greenberg Traurig, LLP and Doron Tikotzky Kantor
Gutman Nass & Amit Gross & Co. are serving as legal
advisors to Regentis and Nelson Mullins Riley & Scarborough LLP
and Goldfarb Gross Seligman & Co. are serving as legal advisors
to OceanTech. Pryor Cashman LLP is serving as legal advisor to
Maxim Group LLC.
About Regentis Biomaterials Ltd.
Regentis is a regenerative medicine company dedicated to
developing innovative tissue repair solutions that restore the
health and enhance quality of life of patient with current efforts
focused on orthopedic treatments using its Gelrin platform based on
degradable hydrogel implants to regenerate damaged or diseased
tissue. For more information visit http://www.regentis.co.il/.
About OceanTech Acquisitions I Corp.
OceanTech is a newly organized blank check company formed for
the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. OceanTech is sponsored by
Aspire Acquisition LLC (the “Sponsor”).
Cautionary Note Regarding Forward-Looking Statements
This press release is provided for informational purposes only
and has been prepared to assist interested parties in making their
own evaluation with respect to the Proposed Business Combination
and for no other purpose. No representations or warranties, express
or implied are given in, or in respect of, this press release. To
the fullest extent permitted by law under no circumstances will
Regentis, OceanTech or any of their respective subsidiaries,
interest holders, affiliates, representatives, partners, directors,
officers, employees, advisors or agents be responsible or liable
for any direct, indirect or consequential loss or loss of profit
arising from the use of this press release, its contents, its
omissions, reliance on the information contained within it, or on
opinions communicated in relation thereto or otherwise arising in
connection therewith. Industry and market data used in this press
release have been obtained from third-party industry publications
and sources as well as from research reports prepared for other
purposes. Neither Regentis nor OceanTech has independently verified
the data obtained from these sources and cannot assure you of the
data’s accuracy or completeness. This data is subject to change. In
addition, this press release does not purport to be all-inclusive
or to contain all the information that may be required to make a
full analysis of OceanTech, Regentis or the Proposed Business
Combination. Viewers of this press release should each make their
own evaluation of OceanTech and Regentis and of the relevance and
adequacy of the information and should make such other
investigations as they deem necessary.
This press release contains certain “forward-looking statements”
within the meaning of the federal securities laws, including
statements regarding the benefits of the Proposed Business
Combination, including Regentis’ ability to accelerate the
development of its products and bring them to market, the
anticipated timing for completion of the Proposed Business
Combination, and OceanTech’s and Regentis’ expectations, plans or
forecasts of future events and views as of the date of this press
release. OceanTech and Regentis anticipate that subsequent events
and developments will cause OceanTech’s and Regentis’ assessments
to change. These forward-looking statements, which may include,
without limitation, words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,”
“will”, “could,” “should,” “believes,” “predicts,” “potential,”
“might,” “continues,” “think,” “strategy,” “future,” and similar
expressions, involve significant risks and uncertainties (most of
which factors are outside of the control of OceanTech or Regentis.
In addition, this press release includes a summary set of risk
factors that may have a material impact on OceanTech, Regentis or
the Proposed Business Combination, which are not intended to
capture all the risks to which OceanTech, Regentis or the Proposed
Business Combination is subject or may be subject. Factors that may
cause such differences include but are not limited to: (1) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the Merger Agreement; (2) the risk
that the Proposed Business Combination may not be completed in a
timely manner or at all, which may adversely affect the price of
the securities; (3) the risk that the Proposed Business Combination
may not be completed by OceanTech’s business combination deadline;
(4) the inability to complete the Proposed Business Combination,
including but not limited to due to the failure to obtain approval
of the stockholders of OceanTech or Regentis for the Merger
Agreement, to satisfy the minimum net tangible assets and minimum
cash at closing requirements, to receive certain governmental,
regulatory and third party approvals or to satisfy other conditions
to closing in the Merger Agreement; (5) the failure to achieve the
minimum amount of cash available following any redemptions by
OceanTech's stockholders; (6) the inability to obtain or maintain
the listing of OceanTech’s common stock on Nasdaq following the
Proposed Business Combination, including but not limited to
redemptions exceeding anticipated levels or the failure to meet
Nasdaq's initial listing standards in connection with the
consummation of the Proposed Business Combination; (7) the effect
of the announcement or pendency of the Proposed Business
Combination on Regentis’ business relationships, operating results,
and business generally; (8) risks that the Proposed Business
Combination disrupts current plans and operations of Regentis; (9)
the inability to realize the anticipated benefits of the Proposed
Business Combination and to realize estimated pro forma results and
underlying assumptions, including but not limited to with respect
to estimated stockholder redemptions and costs related to the
Proposed Business Combination; (10) the possibility that OceanTech
or Regentis may be adversely affected by other economic or business
factors; (11) changes in the markets in which Regentis competes,
including but not limited to with respect to its competitive
landscape, technology evolution, or regulatory changes; (12)
changes in domestic and global general economic conditions; (13)
risk that Regentis may not be able to execute its growth
strategies; (14) the risk that Regentis experiences difficulties in
managing its growth and expanding operations after the Proposed
Business Combination; (15) the risk that the parties will need to
raise additional capital to execute the business plan, which may
not be available on acceptable terms or at all; (16) the ability to
recognize the anticipated benefits of the Proposed Business
Combination to achieve its commercialization and development plans,
and identify and realize additional opportunities, which may be
affected by, among other things, competition, the ability of
Regentis to grow and manage growth economically and hire and retain
key employees; (17) risk that Regentis may not be able to develop
and maintain effective internal controls; (18) the risk that
Regentis may fail to keep pace with rapid technological
developments to provide new and innovative products and services,
or may make substantial investments in unsuccessful new products
and services; (19) the ability to develop, license or acquire new
products and services; (20) the risk that Regentis is unable to
secure or protect its intellectual property; (21) the risk of
product liability or regulatory lawsuits or proceedings relating to
Regentis’ business; (22) the risk of cyber security or foreign
exchange losses; (23) changes in applicable laws or regulations;
(24) the outcome of any legal proceedings that may be instituted
against the parties related to the Merger Agreement or the Proposed
Business Combination; (25) the impact of the global COVID-19
pandemic and response on any of the foregoing risks, including but
not limited to supply chain disruptions; and (26) other risks and
uncertainties to be identified in the Registration Statement (as
defined below), including those under “Risk Factors” therein, and
in other filings with the U.S. Securities and Exchange Commission
(“SEC”) made by OceanTech. You should carefully consider the
foregoing factors and the other risks and uncertainties described
in the “Risk Factors” section of OceanTech’s Annual Report on Form
10-K, Quarterly Reports on Form 10-Q, the Registration Statement
(as defined below) to be filed with the SEC with respect to the
Proposed Business Combination (as described further below), and
other documents filed by OceanTech from time to time with the SEC.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
The foregoing list of factors is not exhaustive, are provided for
illustrative purposes only, and are not intended to serve as, and
must not be relied on as, a guarantee, an assurance, a prediction
or a definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Forward-looking statements speak only as
of the date they are made. If any of these risks materialize or our
assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There
may be additional risks that neither OceanTech nor Regentis
presently know or that OceanTech and Regentis currently believe are
immaterial that could also cause actual results to differ
materially from those contained in the forward-looking statements.
OceanTech and Regentis anticipate that subsequent events and
developments will cause OceanTech’s and Regentis’ assessments to
change. However, while OceanTech and Regentis may elect to update
these forward-looking statements at some point in the future,
OceanTech and Regentis specifically disclaim any obligation to do
so. Neither OceanTech nor Regentis gives any assurance that
OceanTech or Regentis, or the combined company, will achieve its
expectations. Accordingly, undue reliance should not be placed upon
the forward-looking statements, and they should not be relied upon
as representing OceanTech’s and Regentis’ assessments as of any
date subsequent to the date of this press release.
Additional Information About the Proposed Business
Combination and Where to Find It
This press release is provided for informational purposes only
and has been prepared to assist interested parties in making their
own evaluation with respect to the Proposed Business Combination.
However, this press release does not purport to be all-inclusive or
to contain all the information that may be required to make a full
analysis of OceanTech, Regentis or the Proposed Business
Combination. In connection with the Proposed Business Combination,
OceanTech intends to file relevant materials with the with the SEC,
including a registration statement on Form S-4, which will include
a proxy statement/prospectus (the “Registration Statement”).
OceanTech urges its investors, shareholders, and other interested
persons to read, when available, the proxy statement/prospectus
filed with the SEC and documents incorporated by reference therein
because these documents will contain important information about
OceanTech, Regentis and the Proposed Business Combination. After
the Registration Statement is declared effective by the SEC, the
definitive proxy statement/prospectus and other relevant documents
will be mailed to the shareholders of OceanTech as of the record
date established for voting on the Proposed Business Combination
and will contain important information about the Proposed Business
Combination and related matters. Shareholders of OceanTech and
other interested persons are advised to read, when available, these
materials (including any amendments or supplements thereto) and any
other relevant documents in connection with OceanTech’s
solicitation of proxies for the meeting of shareholders to be held
to approve, among other things, the Proposed Business Combination
because they will contain important information about OceanTech,
Regentis and the Proposed Business Combination. Shareholders will
also be able to obtain copies of the preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus,
and other relevant materials in connection with the transaction
without charge, once available, at the SEC’s website at www.sec.gov
or by directing a request to: OceanTech Acquisitions I Corp., 515
Madison Avenue, 8th Floor – Suite 8133, New York, New York, 10022
or (929) 412-1272. The information contained on, or that may be
accessed through, the websites referenced in this press release is
not incorporated by reference into, and is not a part of, this
press release.
Participants in the Solicitation
OceanTech, Regentis and their respective directors and executive
officers may be deemed participants in the solicitation of proxies
from OceanTech’s shareholders in connection with the Proposed
Business Combination. OceanTech’s shareholders and other interested
persons may obtain, without charge, more detailed information
regarding the directors and officers of OceanTech in OceanTech’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2022, which was filed with the SEC on March 31, 2023. Information
regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to OceanTech’s
shareholders in connection with the Proposed Business Combination
will be set forth in the proxy statement/prospectus for the
Proposed Business Combination, when available. Additional
information regarding the interests of participants in the
solicitation of proxies in connection with the Proposed Business
Combination will be included in the proxy statement/prospectus that
OceanTech intends to file with the SEC. You may obtain free copies
of these documents as described above.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the Proposed Business Combination and shall not
constitute an offer to sell or a solicitation of an offer to buy
any securities nor shall there be any sale of securities in any
state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, or exemptions therefrom.
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version on businesswire.com: https://www.businesswire.com/news/home/20230503005563/en/
OceanTech:
Investor Relations Lena Cati The Equity Group, Inc. (212)
836-9611 lcati@equityny.com
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