On October 1, 2022, an investment agreement was signed between Medicalgorithmics (“Company”) and Biofund Capital Management LLC based in Miami, FL (“Biofund”) to acquire 4,976,384 new shares in the Company, up to 49.99% general meeting votes, which Biofund will acquire for a contribution of approx. PLN 220 million. The issue price will be PLN 44.27 per share.
The transaction will make Medicalgorithmics, which is a Poland based provider of world-class devices and technology for ECG signal monitoring and analysis, the exclusive owner of all shares in Kardiolytics Inc, which is a developer of algorithms for automated cardiac CT image analysis used in non-invasive diagnosis of coronary artery disease. In exchange for the shares, which will be subscribed for in the increased share capital of Medicalgorithmics for nearly PLN 45 per share, Biofund will make a cash contribution of PLN 13,800,000 as well as an in-kind contribution of all shares (100%) in Kardiolytics, which are valued at $44,890,589 according to an appraisal prepared by BakerTilly TPA sp. z. o.o. In addition, Biofund has agreed to provide the Company with additional financing up to PLN 13,800,000, over a period of 3 years from the acquisition of the Company’s shares, depending on the Company’s reasonable needs and any third-party finance obtained, on such terms and times as will be agreed upon with the Supervisory Board.
“The merger with Kardiolytics is yet another key milestone for Medicalgorithmics. This will create a robust organization with considerable experience and extensive competence in algorithm development for automatic analysis of cardiovascular CT image and ECG signal. Our organization already possesses and will deepen even further all the competencies that are necessary to design, develop and license medical devices. We take full advantage of the know-how and talent of our Polish scientists and programmers in order to develop innovations that currently are used worldwide. We have identified numerous synergies between the business of our Company and Kardiolytics, and we are confident that this potential will translate into rising shareholder value. As we operate in the area of cardiac diagnostics, our products are addressed to the same audience – there are now nearly 20 countries within our reach where we actively sell our solutions. We are developing our products and services based on artificial intelligence technology – we have recently received FDA approval to use our proprietary next-generation system in ECG signal analysis called DeepRhytmAI. The use of AI is the future of cardiology – it will reduce the time required to make a complete and accurate diagnosis, further leading to significant increase in the survival and cure rates in the case of cardiovascular patients. We are very pleased to be able to lead the way together now and hence close our strategic option review, and go ahead to the next chapter in the development of the Medicalgorithmics Group, hand in hand with such a strong partner as Kardiolytics,” says Maciej Gamrot, Member of the Management Board and CFO in Medicalgorithmics S.A.
Kardiolytics was established in 2018 by a surgeon, Mr Kris Siemionow, MD, PhD, founder of HoloSurgical, and by a data mining and big data learning pioneer, Mr Pawel Lewicki, PhD, founder of StatSoft and STATISTICA. Kardiolytics headquarters are located in the US. Kardiolytics develops AI algorithms that are capable of autonomous analysis and quantification of the risk of developing a heart attack, identify a number of biomarkers correlated with cardiac diseases, as well as demonstrate a comprehensive picture of the patient’s heart anatomy in a 3D model – all presented to the physician. The 3D models are enriched with the most crucial parameters based on a numerical analysis of fluid mechanics, which are essential for diagnosis and planning further treatment pathways. The company is developing Virtual Coronary Stress Test technology (VCAST) which uses AI algorithms to automatically analyze cardiac CT data. CT is a widely used imaging method that feeds the diagnosis and treatment of heart diseases. VCAST provides the physician with detailed 3D models of the actual coronary vessels in the heart as well as the location of atherosclerotic plaques and their effect on blood flow in individual blood vessels. Such detailed data rendered by VCAST assists the physician in diagnosing coronary artery disease and allows doctors to make the optimal treatment decision for their patents.
“Kardiolytics is a pioneer among companies that use machine learning to create algorithms for analysis of cardiac CT images, and is poised to become one of the key players in the US market – just like it happened with ECG diagnostics technology that Medicalgorithmics developed and successfully marketed first in the U.S. and now in nearly 20 countries around the world. The synergies we have identified in our collaboration with Medicalgorithmics will further support us in, for example, the FDA certification process allowing us to launch VCAST in 2024. Another area where we see great potential for this collaboration is commercialization – the transaction has resulted in a new portfolio of products that can be used in the diagnosis and treatment of patients with heart disease – according to USA Centres for Disease Control the estimated number of patients is 20 million people in the US alone. Last but not least, we expect that the experience of our combined R&D teams will allow us to develop and successfully commercialize further AI-based solutions that will be used in cardiac diagnostics globally,” says Kris Siemionow, MD, PhD, co-founder of Kardiolytics, and CEO of BioFund. The decision to issue new shares as needed for the Biofund transaction will be made by the Extraordinary General Meeting of Medicalgorithmics on October 28, 2022.
Medicalgorithmics Capital Group operates in the sector of advanced telemetry for medicine. The Group provides solutions for cardiac diagnostics, especially in the area of ECG signal analysis. Its services are available in many countries and continents of the world, including North America, Asia, Europe and Australia. The primary stream of revenue for the Group has been its diagnostic services that are provided to US patients. These services are rendered using PocketECG, a proprietary solution which is the world’s most advanced technology for remote monitoring of irregularities in how the heart works. In addition to cardiac telemetry, Medicalgorithmics products and solutions are used in clinical trials assessing cardiac safety. The Company also works closely with many cardiac diagnostics and vigilance centers.
Medicalgorithmics S.A. was established in 2005. In 2011, its shares debuted on NewConnect, an alternative trading system of the Warsaw Stock Exchange, and has been listed on WSE’s primary market since February 2014.