Avertix, Maker of FDA-Approved Implantable Heart Attack Warning System, to Become Publicly Traded via Merger with BIOS Acquisition Corporation

- Transaction values Avertix at an enterprise value of $195 million
- Avertix developed the Guardian™ System, the first and only FDA-approved solution designed to detect and warn patients of cardiac events, including silent heart attacks

EATONTOWN, N.J. and NEW YORK -- Avertix Medical, Inc., formerly known as Angel Medical Systems, Inc., a company focused on improving long-term management and outcomes of high-risk coronary disease in patients who have survived one or more heart attacks, and BIOS Acquisition Corporation (dba BioPlus Acquisition Corp., a special purpose acquisition company, announced that the companies have entered into a definitive merger agreement for a business combination (the “Transaction”) that would result in Avertix becoming a publicly traded company on Nasdaq. The Transaction is expected to close in the second half of 2023. The combined company, which will be named Avertix Medical, Inc., will have an enterprise value of approximately $195 million, and the common stock of the combined company is expected to be listed on Nasdaq under the ticker symbol “AVRT.”

Avertix is a medical technology company commercializing an implantable device for cardiovascular disease management. The Guardian™ System is the first and only FDA-approved Class III implantable device designed to detect heart attacks in real-time, including silent and atypical symptomatic heart attacks, providing life-saving alerts to patients and healthcare professionals. Avertix’s ALERTS clinical trial showed the Guardian System enables heart attack patients to seek urgent medical attention earlier than patients who relied only on symptoms.

"With its ability to detect early signs of a heart attack and alert patients and healthcare providers, the Guardian System has the potential to transform the approach to cardiac care and improve patient quality of life and outcomes,” said Tim Moran, President and Chief Executive Officer of Avertix, who will lead the combined company upon closing of the Transaction. “We are thrilled to join forces with BIOS to accelerate the commercialization, adoption and continued development of the Guardian System. We look forward to leveraging BIOS’ expertise and resources to bring this critical technology to more patients worldwide."

According to the World Health Organization, cardiovascular diseases are the leading cause of death globally. In the U.S., the Centers for Disease Control and Prevention (CDC) also reports that heart disease is the leading cause of death, with over 800,000 heart attacks every year. Approximately 25% of these heart attack survivors will experience a second heart attack within five years of their first.

The Transaction is expected to provide Avertix access to the necessary financial resources to expand commercially and to continue improving and developing its innovative product, equipping both patients and healthcare providers with lifesaving tools that aim to provide peace of mind.

"Avertix is a company at the forefront of cardiovascular disease management," said Ross Haghighat, Chief Executive Officer of BIOS. "We believe the combined company has the potential to not only improve patient outcomes but also save lives. Our shared mission is to transform the landscape of cardiovascular disease management, and we look forward to bringing this vision to fruition while generating significant value for our shareholders."

Avertix Investment Highlights:

• Founded in 2001, with its headquarters in New Jersey, Avertix is a leading medical technology company committed to advancing life-sustaining patient care and the long-term management of advanced cardiovascular disease through innovation, clinical science and collaboration.
• The Company's flagship product, the Guardian System, is the first and only FDA-approved implantable patient-alerting system designed to warn patients to seek medical attention for acute coronary syndrome (ACS) events, including heart attacks. The device was granted a transitional pass-through (TPT) payment category by CMS, providing outpatient facilities with an incremental Medicare payment for procedures in which the Guardian System is used.
• According to the American Heart Association, as of 2018, the Guardian System is estimated to have a total addressable market of $2 billion in the U.S. alone.
• Avertix has a strong intellectual property portfolio, including over 50 issued patents.
• The Company has a seasoned management team with extensive experience in medical technology development, regulatory affairs and commercialization.

Transaction Overview

Upon the closing of the Transaction and assuming no redemptions by BIOS’ public shareholders, Avertix plans to retain up to approximately $239 million of cash held in the Trust Account on its balance sheet, which would provide financial flexibility and facilitate internal and external growth opportunities.

After the closing of the Transaction, and assuming no redemptions, and inclusive of ESOP top up, BIOS’ public shareholders are expected to own approximately 50% of the outstanding shares of the combined company, with existing Avertix shareholders owning approximately 29%.

The Transaction has been approved by the boards of directors of Avertix and BIOS, and its completion is subject to customary closing conditions, including the approval of BIOS’ shareholders and the satisfaction or waiver of a $40 million minimum cash condition. The Transaction is expected to close during the second half of 2023. Additional information about the proposed transaction, including a copy of the Business Combination Agreement and Plan of Reorganization, will be provided in a Current Report on Form 8-K to be filed by BIOS with the U.S. Securities and Exchange Commission (“SEC”) and available at www.sec.gov. For more information, .

Advisors

Honigman LLP is acting as legal counsel to Avertix. Cooley LLP and Ellenoff Grossman & Schole LLP are acting as U.S. legal counsel to BIOS. Walkers (Cayman) LLP is acting as Cayman legal counsel to BIOS. LifeSci Capital LLC is acting as the fairness opinion provider to the board of directors of BIOS.

About Avertix Medical, Inc.

Avertix is a cutting-edge medical device company offering the first and only FDA-approved Class III implantable device that can detect silent and atypical symptomatic heart attacks in real-time. With a robust portfolio of U.S. patents pertaining to Acute Coronary Syndrome (ACS) events, Avertix is at the forefront of innovation in cardiovascular care and is committed to improving patient outcomes and saving lives through advanced medical technologies. For more information, visit avertix.com.

About BIOS Acquisition Corporation

BIOS Acquisition Corporation was 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. It is focused on identifying opportunities in the healthcare industry across the U.S., EU, Israel and Australasia.

BIOS Acquisition Corporation’s leadership and board differentially consists of recognized industry leaders, including CEOs, CFOs, COOs, CSOs, auditors, investors, bankers and experts covering all functional disciplines needed to maximize the value creation opportunity for a healthcare company. BIOS Acquisition Corporation brings over 200 years of collective experience in: (1) identifying, developing and marketing value creating healthcare assets, (2) private and public company financing and deal-making, 3) audit and accounting, and 4) advisory and board experience. The BIOS Acquisition Corporation team has demonstrated commitment to building valuable assets and can be leveraged as true long-term partners who can help maximize the value creation opportunity for a potential business combination.

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