Minnetonka medical device maker Cogentix Medical has received a $25 million equity investment to help the company grow and add more products.
Cogentix, which makes devices for urology, gynecology, bariatric medicine and other uses, entered into the securities purchase agreement with Accelmed Growth Partners L.P., a New York- and Israel-based private equity investment firm that specializes in building medical device companies, Cogentix said on Wednesday.
Under terms of the deal, Accelmed will purchase more than 16 million shares, or $25 million worth, of Cogentix stock for $1.55 per share — a 29 percent premium over the closing price on Tuesday and a 36 percent premium on the average price over the last 30 days.
Cogentix shares jumped 51 percent on the news, closing Wednesday at $1.81, up 60 cents.
As part of the deal, Cogentix will convert debt and accrued interest owed to one of its directors, Lewis Pell, into common shares. The company owes a total of $29.5 million to Pell — who waged and won a proxy fight earlier in the year that resulted in a change of CEOs. Debt owed to Pell will be converted into common stock at a price per share of $1.67.
Darin Hammers, the new president and CEO of Cogentix, said the deal cleans up the company's balance sheet by erasing the company's long-term debt while giving the company nearly $28 million in cash.
"This gives us resources to go out and identify innovative products to add to our lineup," Hammers said.
Accelmed specializes in taking market-ready medical devices and improving their marketing and product distribution.
After the transaction, Pell and Accelmed will be the largest shareholders in Cogentix, respectively controlling 33 percent and 27 percent of Cogentix's outstanding shares. Pell and Accelmed also have entered into a voting agreement to elect two new board members, nominated by Accelmed, to Cogentix's existing six-person board of directors.
This changes the composition of Cogentix's board for the second time this year, the first after Pell won his proxy fight in May.
One of the two new board members — and the next chairman of Cogentix's board — will be Uri Geiger, a co-founder and managing partner of Accelmed. The other board nominee is Homi Shamir, former CEO of Given Imaging, a medical device company based in Israel that was acquired by Covidien in February 2014.
Geiger and Accelmed are committed to working with Hammers and the rest of Cogentix's current leadership team, the companies said.
"We ... believe that with the appropriate resources and a well-planned business development strategy, Cogentix could expand into being one of the leaders in the urology marketplace," said Geiger in a statement.
Cogentix Medical is the result of a December 2014 merger between two small medical device companies, Uroplasty Inc. and New Jersey-based Vision-Sciences Inc., where Pell was co-founder and chairman. During the 12 months ending June 30, Cogentix had $50.7 million in revenue and an operating profit, excluding one-time costs, of $1.5 million.
After the announcement of the deals Roth Capital Partners analyst Chris Lewis raised his recommendation on Cogentix from "neutral" to "buy" and raised the 12-month price target for shares of Cogentix to $2.20 per share.
"The proposed transactions would transform Cogentix's capital structure, an overhang that has limited stock upside and new investor interest in the name since the Uroplasty/Vision Sciences merger," Lewis wrote.
Shareholders are expected to vote and approve the changes by mid-November.
Patrick Kennedy • 612-673-7926
