- LAMF Global Ventures Corp I (Nasdaq: LGVC, LGVCU, LGVCW)
(“LAMF”) and Nuvo Group Ltd. (“Nuvo”) announced today that they
have entered into a non-binding letter of intent (the “LOI”) for a
proposed business combination.
- Nuvo is a leader in women’s health and connected pregnancy
care, and has developed INVU by Nuvo, an FDA-cleared,
prescription-initiated, remote pregnancy monitoring platform that
enables the delivery of remote NSTs (Non-Stress Tests) and maternal
& fetal heart rate monitoring, helping expectant parents adhere
to their prescribed care plan.
- INVU is in use with patients in the U.S. today and is
reimbursable by certain public and private payers under the
existing CPT code for NST’s (59025).
- Nuvo has also developed a network of partnerships with
university hospitals, including Penn Medicine and the University of
Utah in the US, Charite University Hospital in Berlin, Sheba
Medical Center in Israel, and others.
- Under the terms of the LOI, LAMF and Nuvo would become a
combined entity, with Nuvo’s existing shareholders rolling over
their shares in Nuvo for equity in the combined public company.
LAMF expects to announce additional details regarding the proposed
business combination when a definitive agreement is executed.
- LAMF management expect to provide continuing expertise in the
areas of media and marketing through its extensive relationships in
the media and entertainment industries as well as access to leading
lights in the medical world in the United States established over
three decades through the philanthropic activities of Jeffrey
Soros’ family.
- No assurances can be made that the parties will successfully
negotiate and enter into a definitive agreement, or that the
proposed transaction will be consummated on the terms or timeframe
currently contemplated, or at all. Any transactions would be
subject to board and shareholder approval of both companies,
regulatory approvals and other customary closing conditions.
Nuvo Group Ltd. (“Nuvo” or “the Company”), the creators of INVU
by Nuvo™, an FDA-cleared remote pregnancy monitoring platform, and
LAMF Global Ventures Corp I (NASDAQ: LGVC) (“LAMF”), a special
purpose acquisition company (“SPAC”), today announced that they
have entered into a non-binding letter of intent (the “LOI”) for a
proposed business combination that would result in the combined
entity being publicly listed. In connection with the closing of the
contemplated transaction, the parties expect to apply to list on
Nasdaq under the ticker “NUVO”.
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Jeffrey Soros, Chairman of LAMF (Photo:
Business Wire)
- Nuvo is a leading innovator in women’s health and connected
pregnancy care, and has developed INVU by Nuvo, an FDA-cleared,
prescription-initiated, remote pregnancy monitoring platform that
enables the delivery of remote NSTs (Non-Stress Tests) and maternal
& fetal heart rate monitoring, helping expectant parents adhere
to their prescribed care plan.
- INVU has two FDA clearances and enables a connected care
experience between expectant parents and the OB care team by
shifting the point-of-care to the expectant mom, designed to enable
access to high quality care from anywhere.
- Nuvo has signed U.S.-based relationship agreements with Penn
Medicine, Axia Womens' Health, Banner Health, Ouma, Babyscripts,
and others, enabling Nuvo to address the market opportunity in the
United States with a multi-channel commercial strategy.
Additionally, Nuvo is expanding its network of university hospital
partners that are gateways to international commercialization,
including signed agreements with Charite University Hospital, one
of the most prestigious university hospitals in Europe, and Sheba
Medical Center, a world-renowned leading innovation hospital in
Israel with a specialty in maternity care.
- If definitive agreements are executed as contemplated, the
business combination is expected to close during the second half of
2023.
The combined public company is expected to be led by Nuvo’s CEO,
Kelly Londy. Mrs. Londy is a seasoned healthcare professional with
a track record of commercialization success in the field of FDA
approved medical devices. She began her career at University of
Michigan Hospitals, eventually moving to GE’s medical systems and
healthcare divisions, and Philips Healthcare North America, where
she was a leader in U.S. sales and marketing. Kelly has held
c-suite leadership positions as COO at Accuray Inc. and several
early-stage medical device companies, including CEO at Innoblative
Designs Inc. and Lumicell, Inc.
Mrs. Londy stated, “Pregnancy care is seeing concerning trends
in health outcomes, access to care, and cost of care delivery. We
anticipate that the Nuvo – LAMF partnership will be a significant
public market event for women’s health and pregnancy care, which we
believe has seen too little investment and innovation to address
these concerning trends. Listing as a publicly traded company would
enable increased growth opportunities for Nuvo. The enhanced access
to capital if the business combination is consummated would allow
us to accelerate our plans to scale and grow our product offering
and geographic reach at a time when pregnant mothers and clinicians
need it the most. We expect the access to better care for pregnancy
that our solution provides to become the standard of care.”
Partnership with LAMF
Mr. Soros and Mr. Horsman said in a joint statement: “LAMF is
thrilled to be pursuing a business combination with Nuvo, a company
poised to significantly improve prenatal care through at-home,
remote monitoring of pregnancy. Given the demonstrable benefits of
the technology with respect to pregnancy care, we believe that the
demand from doctors and expectant families to have access to the
monitoring platform will be high. We look forward to collaborating
closely with the best-in-class Nuvo team in growing this business,
using our relationships in the worlds of media, entertainment and
healthcare to accelerate the adoption of Nuvo’s pregnancy care
products.” In addition to Jeffery Soros and Simon Horsman, the LAMF
sponsorship group includes affiliates of NYC-based asset manager
10X Capital.
Key Transaction Terms
The parties have agreed on certain key terms of the proposed
business combination and executed a non-binding letter of intent.
Under the terms of the LOI, LAMF and Nuvo would become a combined
entity, with Nuvo’s existing shareholders exchanging their shares
in Nuvo for equity in the combined public company. LAMF expects to
announce additional details regarding the proposed business
combination when a definitive agreement is executed.
No assurances can be made that the parties will successfully
negotiate and enter into a definitive agreement, or that the
proposed transaction will be consummated on the terms or timeframe
currently contemplated, or at all. Any transactions would be
subject to board and shareholder approval of both companies,
regulatory approvals and other customary conditions.
The LOI contemplates a pre-money equity valuation of
$269,000,000, excluding a seller earnout of approximately
$31,000,000. Jeffrey Soros and affiliates of 10X Capital have
committed to make a financial investment in Nuvo in connection with
the entry into a definitive agreement.
About Nuvo
Nuvo is committed to reinventing pregnancy care for the 21st
century through new technology, tools, and practices for providers
and expectant mothers, including the INVU by Nuvo™ platform, an
FDA-cleared, prescription initiated remote pregnancy monitoring and
management system. The INVU™ sensor band enables the delivery of
remote non-stress tests and maternal & fetal heart rate
monitoring today while pioneering new data-driven personalized
pathways that Nuvo believes will help improve health outcomes for
all women in the future. The technology and patent estate that
underpin the INVU platform have been awarded a variety of industry
recognitions, including Fast Company's Next Big Things in Tech
(2021), CB Insights' Digital Health 150 (2020, 2022), and MedTech
Innovator's Top 50 MedTech Startups (2021), as well as multiple
grants from some of the world's leading academic medical centers
and scientific bodies. Nuvo is led by a diverse team of experienced
business and medical professionals, dedicated data engineers,
software designers and proud parents who embrace a collective
mission to give every life a better beginning.
For more information and complete indications,
contraindications, warnings and precautions along with instructions
for use, visit: www.nuvocares.com.
About LAMF LLC
Jeffrey Soros and Simon Horsman, the Chairman and CEO of LAMF
Global Ventures Corp. I, respectively, also founded and operate
LAMF LLC, is a Los Angeles-based, diversified, multiple award
winning, media and entertainment company involved in the financing
and production of feature film, documentaries, scripted and
unscripted television, live events and theater projects, including
Broadway and the West End. LAMF also invests in technology
companies complementary to its core businesses and owns a sports
agency representing over 50 athletes, including NBA and NFL
players. LAMF regularly works with the world’s best known
celebrities, influencers and artists, including actors, directors,
writers, musicians and sports stars. For more information on LAMF
and its subsidiaries, please visit: www.lamf.la and www.invent.tv
and www.lsm.la.
About 10X Capital
10X Capital is an investment firm at the nexus of Wall Street
and Silicon Valley, aligning institutional capital with innovative
ventures. 10X Capital invests across the capital structure, with a
focus on companies using technology to disrupt major industries,
including finance, healthcare, natural resources, transportation,
infrastructure, agriculture and real estate. For more information,
visit https://www.10XCapital.com/.
Important Information and Where to Find
It
LAMF has filed a definitive proxy statement with the Securities
and Exchange Commissions (the “SEC”), related to the extraordinary
general meeting of shareholders which will be held for the purpose
of considering and voting on, among other proposals, a proposal to
amend the amended and restated memorandum and articles of
association of LAMF (the “Extension Amendment”) to provide LAMF
with the right to extend the date by which it must consummate an
initial business combination from May 16, 2023 (“Current Outside
Date”) to November 16, 2023 (the “Extended Date”) and to allow
LAMF, without another shareholder vote, by resolution of LAMF’s
board of directors, to elect to further extend the Extended Date in
one-month increments up to 6 additional times, or a total of up to
12 months after the Current Outside Date, until up to May 16, 2024
(the “Extension Proxy”). LAMF has mailed the Extension Proxy to its
shareholders of record as of April 10, 2023 in connection with the
Extension Amendment. Investors and shareholders are advised to read
the Extension Proxy and any amendments thereto, because these
documents will contain important information about the Extension
Amendment and LAMF. Shareholders will also be able to obtain copies
of the Extension Proxy, without charge, at the SEC’s website at
www.sec.gov or by directing a request to: LAMF Global Ventures
Corp. I, 9255 Sunset Blvd., Suite 515, West Hollywood, California
90069.
In addition, if a legally binding definitive agreement with
respect to the proposed business combination is executed, LAMF or
Nuvo intend to file with the SEC a registration statement, which
will include a preliminary proxy statement/prospectus. A definitive
proxy statement/prospectus will be mailed to LAMF’s shareholders as
of a record date to be established for voting on the proposed
business combination. Shareholders will also be able to obtain
copies of such proxy statement/prospectus, without charge, at the
SEC’s website at www.sec.gov or by directing a request to: LAMF
Global Ventures Corp. I, 9255 Sunset Blvd., Suite 515, West
Hollywood, California 90069.
This press release may be deemed to be offering or solicitation
material in respect of the proposed business combination with Nuvo,
which will also be submitted to the shareholders of LAMF for their
consideration. LAMF urges investors, shareholders and other
interested persons to carefully read, when available, the
preliminary and definitive proxy statement/prospectus as well as
other documents filed with the SEC (including any amendments or
supplements to the proxy statement/prospectus, as applicable), in
each case, before making any investment or voting decision with
respect to the proposed business combination, because these
documents will contain important information about LAMF, Nuvo and
the proposed business combination.
Participants in the
Solicitation
LAMF and its directors and executive officers may be considered
participants in the solicitation of proxies of LAMF’s shareholders
in connection with the Extension Amendment. Investors and
shareholders may obtain more detailed information regarding the
names and interests of LAMF’s directors and officers in LAMF and
the Extension Amendment in LAMF’s Annual Report on Form 10-K filed
with the SEC on March 31, 2023, any subsequent Quarterly Report on
Form 10-Q filed with the SEC and in the other reports LAMF file
with the SEC, including the Extension Proxy. These documents can be
obtained free of charge from the sources indicated above.
LAMF and Nuvo and each of their directors and executive officers
may be considered participants in the solicitation of proxies with
respect to the proposed business combination described herein under
the rules of the SEC. Investors and shareholders may obtain more
detailed information regarding the names and interests of LAMF’s
directors and officers in LAMF’s Annual Report on Form 10-K filed
with the SEC on March 31, 2023, any subsequent Quarterly Report on
Form 10-Q filed with the SEC and in the other reports LAMF file
with the SEC, and will be set forth in the proxy
statement/prospectus for the proposed business combination when
filed with the SEC. These documents can be obtained free of charge
from the sources indicated above.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of any business combination. This press release shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any states or jurisdictions in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act, or an
exemption therefrom.
Forward-Looking
Statements
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
“estimate,” “plan,” “project,” “forecast,” “intend,” “will,”
“expect,” “anticipate,” “believe,” “seek,” “target”, “may”,
“intend”, “predict”, “should”, “would”, “predict”, “potential”,
“seem”, “future”, “outlook” or other similar expressions (or
negative versions of such words or expressions) that predict or
indicate future events or trends or that are not statements of
historical matters. These forward-looking statements are not
guarantees of future performance, conditions or results, and
involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside
LAMF’s control, that could cause actual results or outcomes to
differ materially from those discussed in the forward-looking
statements. Important factors, among others, that may affect actual
results or outcomes include: LAMF’s ability to enter into a
definitive agreement with respect to the proposed business
combination with Nuvo within the time provided in LAMF’s amended
and restated memorandum and articles of association; the ability of
LAMF and Nuvo to obtain the financing necessary to consummate the
potential business combination; the performance of Nuvo’s business;
the timing and success of Nuvo’s product development; the failure
to realize the anticipated benefits of the proposed business
combination, including as a result of a delay in consummating the
proposed business combination; the ability of LAMF and Nuvo to
satisfy the conditions to closing the proposed business
combination; the risk that approval of LAMF’s shareholders for the
Extension Amendment is not obtained; the level of redemptions made
by the LAMF’s shareholders in connection with the Extension
Amendment and the proposed business combination and its impact on
the amount of funds available in LAMF’s trust account to complete
an initial business combination; the ability of LAMF and LAMF’s
sponsor, LAMF SPAC Holdings I LLC, to enter into non-redemption
agreements; and those factors discussed in LAMF’s Annual Report on
Form 10-K filed with the SEC on March 31, 2023, any subsequent
Quarterly Report on Form 10-Q filed with the SEC and in the other
reports we file with the SEC, including the Extension Proxy. LAMF
does not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230428005267/en/
Nuvo: Investor Relations Ryan Kraudel
ryan.kraudel@nuvocares.com
LAMF: For investors please contact: Simon Horsman
simon@lamfglobal.com
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