A Medical Device Daily
MicroMed Cardiovascular (Houston) is now a private company. The final step in the process was a reverse split of its common stock and a repurchase of the fractional shares from the MicroMed shareholders holding smaller positions.
At the time of the reverse split, E-Wilson (also Houston) had accumulated 97.5% of the outstanding MicroMed shares. The company said it received confirmation of the reverse split on Aug. 25, making E-Wilson the single shareholder of MicroMed.
On Feb. 1, E-Wilson agreed to provide up to $10 million in financing in a series of advances over the next two years, subject to certain conditions. E-Wilson advanced $1 million to the company upon closing. In connection with the financing, the company issued an unsecured convertible note, under which E-Wilson had the option of converting the outstanding principal and interest due under the credit agreement into shares of the company's common stock at a conversion rate of $0.02 a share.
The company agreed to seek stockholder approval of an amendment to its Certificate of Incorporation to increase the number of authorized shares of common stock from 100 million to 750 million shares. Unconverted amounts of principal accrue interest at a rate of 7.5% per annum and are required to be repaid over a 24-month period, beginning Feb. 28, 2011.
On Feb. 20, E-Wilson converted a $1 million loan advanced Feb. 1 into MicroMed shares. The loan and accrued interest were exchanged for 50,205,500 MicroMed shares.
Between Feb. 27 and April 28, E-Wilson bought the MicroMed shares held by: Charterhouse Equity Partners II, Harvard Custom Manufacturing, Chef Nominees, Oxford Bioscience Partners II, Oxford Bioscience Partners (Bermuda) II, Oxford Bioscience Partners (Adjunct) II, Oxford Bioscience Partners (GS-Adjunct) II and Oxford Bioscience Partners II Annex.
On March 26, E-Wilson bought the shares of MicroMed held by Absolute Capital Management Holdings and its affiliates, including Absolute Return European Fund, Absolute European Catalyst Fund, Absolute Octane Fund, Absolute Large Cap Fund, Absolute East West Fund and Absolute Germany Fund.
Rodger Ford, shareholder and CEO of SynCardia Systems (Tucson, Arizona) and David Mackstaller, shareholder and VP-development of SynCardia, as a special purpose entity to own MicroMed shares, formed E-Wilson. While MicroMed and SynCardia have some common shareholders, they are separate and operate as two independent entities, the company noted.
MicroMed makes a small implantable electric pump (the DeBakey VAD) that is intended to increase the cardiac output of a patient with a failing left ventricle. The DeBakey VAD and its related technology were developed in an exclusive partnership with NASA. In 1998, the device became the first of its kind to be used in humans, according to MicroMed. It weighs 92 grams and is implanted in the pericardial space.
The DeBakey VAD recently received approval for two significant upgrades to its VAD, now approved in Europe with a CE mark and in the U.S. as a pediatric VAD under a Humanitarian Device Exemption. A bridge-to-transplant clinical study is under way in the U.S. The Modern DeBakey VAD is the HeartAssist 5. It has a direct-flow measurement system intended to provide blood flow data 24/7.