Endonovo Therapeutics, Inc. announced plans to affect a spin-off of its medical device assets to a new company being formed by its current President and Chief Commercial Officer of its Medical Division, Ira Weisberg.
New Company To Be Formed for SofPulse® Medical Device Line
Los Angeles, CA, Dec. 15, 2022 (GLOBE NEWSWIRE) -- Endonovo Therapeutics, Inc. (OTCQB: ENDV) today announced plans to affect a spin-off of its medical device assets to a new company (“NewCo”) being formed by its current President and Chief Commercial Officer of its Medical Division, Ira Weisberg.
Weisberg will be responsible for running NewCo independently from Endonovo and will develop commercialization initiatives through sales and marketing channels for NewCo utilizing the SofPulse® medical assets. Endonovo’s recently announced telehealth initiative will be included in the spin-off of NewCo.
NewCo shall pay such amount to Endonovo as determined by a third-party fairness opinion report. The payment may be in stock or note convertible into NewCo common stock. Endonovo intends to make such filings as will allow it to make special dividends of NewCo stock to its shareholders or to structure the transaction so that the stock is received contemporaneously with the spin-off. Endonovo intends to apply a portion of the shares available through the spin-off to satisfy its present debt holders. While no firm arrangements have been made, Endonovo believes that approximately 20% of the shares received in the spin-off will be paid to satisfy its existing debtholders with the balance principally available to existing shareholders. The structure of the eventual spin-off is subject to agreements with NewCo and the existing noteholders as well as other conditions.
$50 Million Projected Pre-Money Valuation
Management believes that upon completion of the spin-off, NewCo will have a pre-money valuation in excess of $50 million. Additionally, Weisberg has detailed sales and marketing plans to raise working capital through equity financing to continue the commercialization of SofPulse®. All shares distributed to ENDV shareholders shall be issued on a pro rata basis.
NewCo’s management believes it can take NewCo to more than $100 million in sales by 2024.
NewCo will assemble an outside Board of Directors and appoint the appropriate committee members and necessary infrastructure requirements to prepare itself to become a NASDAQ listed company.
Current Endonovo CEO Alan Collier said in making the announcement: “We want to make sure that all present and future stockholders will benefit fairly with the spin-off of IP and medical device assets. Having Ira Weisberg heading the direction and development of SofPulse® is a huge benefit.
“Ira is a proven medical company executive and business development specialist and has multiple success stories in working with similar types of medical companies and devices. I believe with Weisberg running the ship, SofPulse® devices will finally be able to reach the potential that the Pulsed Electro Magnetic Frequency (PEMF) technology can provide to the medical community.”
To evaluate the fairness of a proposed transaction from a financial point of view, Endonovo will seek out an independent financial advisor and a respected medical device valuation firm. They will be tasked to develop a valuation of medical Intellectual Property (IP) assets through a fairness opinion report. The last valuation report issued for SofPulse® IP and assets stated that these assets were worth $75 million in 2018.
Fairness Opinion to be Provided
The fairness opinion report will be prepared for Endonovo Therapeutics, Inc. and referenced in filings with the Securities and Exchange Commission (SEC). Once the proposed spin-off is fully structured and the necessary agreements competed, Endonovo shall prepare a 14C filing with the SEC and distribute information statements to the shareholders whereby the Chairman of the Board and the majority voting shareholders plan to have prior approval of the spin-off of the medical device assets to NewCo.
Weisberg to be NewCoCEO/President
Ira Weisberg has been designated as the CEO/President of NewCo. Weisberg has previous successes in growing multiple medical devices and pharmaceutical companies to profitability and increasing valuations of medical assets in excess of $750 million.
He has headed the development of an aggressive “go to market” business plan to commercialize the SofPulse® medical device assets to generate sales in excess of $100 million in revenue in 2024. NewCo will retain an auditor to provide an inception audit on the company
Weisberg has more than four decades of experience in healthcare and pharmaceutical management:
- President and CEO of Amherst Pharmaceuticals;
- Senior VP and Corporate Development Officer at Neurotrope Bioscience;
- Negotiated out-licensing, supply, distribution and development agreements in excess of $100 million with major pharmaceutical companies;
- Contributed to revenues for a company’s specialty product valued at $500 million while assisting building its valuation to more than $750 million;
- Other medical administrative experience at: Allphavax, Inc., Lifecycle Pharma, Chugai Pharma USA, Haemacure Corporation and Aventis Behring;
- Led negotiations and signed licensing agreements for strategic acquisitions, distribution and development deals for multiple companies in the medical device and pharmaceutical industry;
- Positioned a company globally through negotiations and signing of multinational licensing and joint venture agreements;
- Developed strategies to guide emerging medical companies in fast-growing emerging medical device and pharmaceutical markets;
- Guided growth and generated revenue of more than $30 million for an IPO.
Weisberg stated: “Having SofPulse® and the opportunity to expand the commercialization of PEMF technology globally is an opportunity of a lifetime. Our plan is to position SofPulse® as the standard of care for the mitigation of pain and for the treatment of the associated edema and swelling. We are excited about the future of the SofPulse® devices as well as NewCo.”
About Endonovo Therapeutics, Inc.
Endonovo Therapeutics is currently structured into two divisions: Legacy – a commercial-stage developer primarily of noninvasive wearable Electroceuticals® therapeutic devices for pain relief, general wellness and wound curatives with many of its products marketed under the SofPulse® brand name; and its Build Up Strategy – acquiring complementary specialty service providers in the construction industry.
Safe Harbor Statement
This press release contains information that constitutes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements, trends, analysis, and other information contained in this press release including words such as “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend” and other similar expressions of opinion, constitute forward-looking statements. Any such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from any future results described within the forward-looking statements. Risk factors that could contribute to such differences include those matters more fully disclosed in the Company’s reports filed with the Securities and Exchange Commission. The forward-looking information provided herein represents the Company’s estimates as of the date of the press release, and subsequent events and developments may cause the Company’s estimates to change. The Company specifically disclaims any obligation to update the forward-looking information in the future. Therefore, this forward-looking information should not be relied upon as representing the Company’s estimates of its future financial performance as of any date subsequent to the date of this press release.
Investor Relations Contact:
Endonovo Therapeutics, Inc.
Steve Barnes
(800) 701-1223 Ext. 108
sbarnes@endonovo.com
www.endonovo.com
Media Contact:
Gregory A. McAndrews
Greg McAndrews & Associates
(310) 804-7037
greg@gregmcandrews.com
