Tekcapital plc Private Placement for Belluscura Ltd (4797B)

TIDMTEK

RNS Number : 4797B

Tekcapital plc

17 June 2016

Tekcapital plc

("Tekcapital")

Private Placement for Belluscura Ltd

Newly formed Tekcapital subsidiary receives an initial investment of US$1.5m

Tekcapital plc (AIM: TEK), an international provider of technology and intellectual property services, is pleased to announce that its subsidiary, Belluscura Ltd ("Belluscura"), has successfully concluded a private placement to raise US$1.5m ("Private Placement").

Background to Belluscura

Belluscura (www.belluscura.com) was established in the UK in December 2015 to provide premium proprietary medical devices at affordable prices, to address part of the global unmet need for inexpensive, superior medical devices. Belluscura will seek to achieve this goal by acquiring, then manufacturing and selling, proprietary medical devices deemed to be non-core or undervalued by leading medical device companies on an on-going basis.

In line with this strategy, as announced by Tekcapital on 13 April 2016, Belluscura acquired the exclusive licenses to manufacture and sell three medical products from Stryker Corporation, a leading medical technology company. The devices are:

1. Slyde(TM) , a lightweight stretcher designed for use in emergency evacuations of multi-storey structures;

2. Passport(R) , a surgical trocar designed as a camera port for use in laparoscopy (keyhole surgery); and

3. SNAP II, a level of consciousness monitor for use during surgical procedures requiring general anesthesia.

These three devices are protected by a comprehensive intellectual property portfolio of 19 issued and pending patents and industrial designs. They have received US 510(k) regulatory clearance where necessary and have already recorded commercial sales revenue for Stryker. In addition, Passport has been awarded a CE Marking for distribution in the EU. Belluscura intends to commence sales of Passport and Slyde in the third quarter of 2016 and SNAP II by the end of 2016.

Belluscura plans to subcontract the manufacturing of SNAP II, Passport and Slyde with the intention to sell these devices through external sales channels at affordable prices globally with a focus on the US, Europe, India and China. The targeted customers include hospitals and clinics, where they are intended for use by anaesthesiologists, laparoscopic surgeons and emergency responders, among others. The directors of Tekcapital ("Directors") believe that Belluscura has the potential to achieve profitably in due course, as most of the development and regulatory costs of these devices have already been incurred.

In addition, Belluscura intends to commercialise a patented technology relating to the non-invasive measurement of glucose in saliva for the treatment of diabetes - Saliva Glucose Measurement Technology ("SGMT"). Tekcapital novated to Belluscura its worldwide exclusive licenses to a patent and related patent application for SGMT for companion animals (and humans). This technology is licensed from and was developed by Arizona State University. Further details on these licences were announced by Tekcapital on 2 April 2015 and 14 March 2016.

Belluscura plans to acquire additional developed medical products which have already achieved regulatory clearance or approval, or require limited additional regulatory clearance or approval, and are deemed to be non-core by leading medical device manufacturers. Furthermore, Belluscura will also endeavour to identify and acquire undervalued proprietary technologies in the medical space that require limited investment to reach commercialisation.

Belluscura has an experienced executive management team, independent of Tekcapital, with significant expertise in the medical devices industry that covers a broad spectrum of disciplines in business, law, medicine and technology. Tekcapital does not intend to be involved in the day-to-day management of Belluscura or deviate from Tekcapital's existing business and strategy.

To date, Belluscura has been financially supported by Tekcapital to fund the expenses of setting up the company, engaging its management team and starting marketing, and Belluscura has just begun to record sales of product.

Further details on Belluscura's products and management team are set out at the end of this announcement.

The Private Placement

The proceeds of the Private Placement are currently intended to be applied as follows:

- regulatory, safety and quality expenses for medical products, including CE Marking and certification for European sales;

   -           implementing product manufacturing and acquiring initial stock; 
   -           acquisition of additional medical products; and 
   -           working capital purposes. 

Investors in the Private Placement include Nigel Wray and family, David Poutney, Belluscura's management team and Tekcapital, who have invested on the basis of a US$4.5 million valuation of Belluscura post the Private Placement. Tekcapital invested US$500,000 in the Private Placement and now owns 74.44% of Belluscura. Belluscura plans to extend the private fundraising for an additional 90 days to enable additional investors to participate.

As Nigel Wray and his family currently hold more than 10 per cent. of Tekcapital's ordinary shares, the participation by him of US$500,000 in the Private Placement is deemed to be a related party transaction pursuant to rule 13 of the AIM Rules for Companies. Accordingly, the directors of Tekcapital (save for Dr Robert Miller who is subscribing in the Private Placement) consider, having consulted with the Company's nominated adviser, Allenby Capital, that the terms of the subscription with Nigel Wray are fair and reasonable insofar as shareholders are concerned.

Commenting on the private placement, Dr. Clifford M. Gross, Executive Chairman of Tekcapital, said: "We are excited to have closed the private placement for Belluscura. We believe that Belluscura has significant potential with its capable and experienced management team, compelling products and its business model of providing premium, proprietary medical devices at affordable prices through the acquisition of non-core assets from leading medical device companies."

For further information, please contact:

 
 Tekcapital Plc                         [phone] 
  Clifford M. Gross                     [e-mail] 
 
 Allenby Capital Limited (Nominated 
  Adviser & Joint Broker)               [phone] 
 Jeremy Porter / Alex Brearley 
 
 Optiva Securities Limited (Joint       [phone] 
  Broker)                                1904 
 Jeremy King / Vishal Balasingham       [e-mail] 
 
                                        [phone] 
 Walbrook PR Ltd                         8780 
 Paul Cornelius / Paul McManus 
  / Helen Cresswell                     [e-mail] 
 
 

Tekcapital plc - The World's Largest University Network for Open Innovation

Tekcapital helps clients profit from new, university-developed intellectual properties. With our proprietary discovery search engine, linked to 4,000+ universities in 160 countries, coupled with expert scientific review, we provide a turn-key service to make it easy for clients to find and acquire the IP, analytics and technology transfer professionals they need to create a competitive advantage. Tekcapital plc is listed on the AIM market of the London Stock Exchange (AIM: symbol TEK) and is headquartered in Oxford, in the UK. For more information, please visit www.tekcapital.com

FURTHER INFORMATION ON BELLUSCURA'S PRODUCTS AND MANAGEMENT TEAM

SNAP II

This product is a level of consciousness monitoring system that can be used by anaesthesiologists to make therapeutic adjustments of sedatives and anaesthetic agents to a patient receiving general anaesthesia.

Monitoring a patient's level of consciousness during general anaesthesia is thought to add clinical value for the following reasons:

   -           it allows for reduced post-operation recovery time; 
   -           it reduces the probability of awakening during a procedure; and 
   -           it can reduce the effects associated with high levels of anaesthesia. 

The Directors believe that the SNAP II monitoring system has the following clinical benefits:

- the complete monitoring system is portable, allowing four hours of battery operation from one charge and requiring minimal space in a busy surgical setting; and

- it is believed by the Directors to be the only level of consciousness monitoring system which evaluates both high- and low-frequency EEGs, creating its unique "SNAP Index" measurement. A peer-reviewed publication in the British Journal of Anaesthesia from 2006 indicates that SNAP II is more sensitive to unintentional awareness than certain competitor products on the market.

The Directors believe that the comprehensive customer offering and the superior clinical value provided by SNAP II will be viewed as key differentiators by customers, including anaesthesiologists and hospital purchasing agents.

SNAP II has patent protection in the US.

Passport

This product is a disposable trocar for use as a laparoscopic access device.

The Directors believe that laparoscopy as a surgical process provides clinical value as:

- the smaller incisions from laparoscopy generally provide for faster recovery and lowers the risk of infection;

   -           the process can reduce hospital stay and use of hospital resources; and 
   -           the process is associated with greater patient comfort and satisfaction. 

The Directors believe that Passport's key product advantages are:

   -           its disposable nature; 
   -           its good safety record; 
   -           its multiple modalities, i.e. its bladeless and bladed modes; and 

- its positioning as, to the best of the Directors' knowledge, the only non-da Vinci(R) 8.5mm trocar available for use on the S and Si robotic surgery platforms.

Passport has patent protection and received 510(k) clearance for its sale in the US and has CE Marking approval.

Slyde

Slyde is a compact sled for evacuating injured or physically challenged people easily up and down stairs during an emergency, when other means of evacuation become unavailable or overloaded. Slyde comes in two sizes for individuals up to 500lbs and up to 800lbs. Additional complementary goods are available including a protective sleeve to cover up to 5 Slydes, a rope belay system to assist in lowering the patient down stairwells, and a "firebox" for storing the belay system in the stairwell.

In the US, Slyde is a Class I (exempt) device and does not require regulatory clearance or approval. It is classified as a hand carried stretcher, subject to FDA regulation 880.6900. Additionally Slyde is GMP exempt in the US. Until its acquisition by Belluscura, Slyde was being sold in the US, Canada and India. In Europe, Slyde is classified as a Class I product although it has not been registered with a Competent Authority in order to obtain CE Marking, for which a technical file will need to be prepared and registered with a Competent Authority. Finally a Declaration of Conformity to the MDD 9/42/EEC will need to be written prior to affixing the CE Marking. Slyde has patent protection in the US, Canada and the UK.

In 2016, the Board plans to expand sales of Slyde to hospitals worldwide and high-rise commercial buildings that need emergency evacuation equipment. The Board also plans to target the commercial facility safety market, for the emergency evacuation of physically challenged individuals in the case of fire or terrorist attacks.

Executive Management Team

Robert (Bob) Rauker, Chief Executive Officer

Bob is a senior management executive with a demonstrable track record in the medical device sector. Over his extensive career Bob has been involved in the valuation, acquisition and sale of multiple medical devices. Bob has served as Head of Medical Device & Life Sciences Group for Acacia Research Group (NASDAQ) in the role of Sr. VP, where he built the medical device business to $30 million in revenue. Previously he served as Global Chief IP counsel for Synthes Inc. (SIX) and Boston Scientific (NYSE) Endoscopy, both multibillion dollar companies, where he managed the medical products acquisition and licensing transactions along with other senior management roles.

Bob has a bachelor's degree in mechanical engineering and an MBA from the University of Massachusetts and a juris doctorate from the New Hampshire School of Law. Additionally he is a registered patent attorney, a named inventor on 12 US patents and pending applications in the medical device sector and joint developer of a commercially sold spine product.

Michael N. Van Hoy, Chief Operating and Product Sourcing Officer

Michael has significant experience in developing strategic partnerships for sourcing medical product manufacturing and ensuring their quality and safety. He served as staff scientist for Becton Dickinson &Company, Technology Licensing Manager for Abbott Laboratories and Director of Business Development for Metabolon Inc. Michael received a Ph.D. in biochemistry from the University of Texas at Austin, an MBA with honours from the University of Chicago and bachelor's degree in biochemistry, molecular and cell biology from Northwestern University.

Stephen C. Appelbee, Head of Global Sales

Stephen is a senior medical device and pharmaceutical industry executive with over 35 years' experience

across a broad range of areas in both large and small corporations operating in both the private and public financial markets.His M&A track record includes the successful acquisition of Biohealth Italia srl, Ashbourne Pharmaceuticals Ltd., of which he was Chairman, and the formation of the joint venture Puredel Ltd with Natreon, Inc., as well as the sale of CM&D Pharma Limited to Nestlé SA. He has served as CEO of ScienceWorks Ventures plc, Flint Pharma, CM&D Pharma Ltd. and Maelor plc (now known as IS Pharma Ltd). Previously Stephen has worked for Glaxo Holdings plc, as an international product manager for Zantac, and he currently serves as a Non-Executive Director for PlasMedica Technologies Limited, Pulmeze Limited and PhageWorks Limited.

This information is provided by RNS

The company news service from the London Stock Exchange

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June 17, 2016 02:00 ET (06:00 GMT)