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
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”).
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.
Source: Regentis Biomaterials
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