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”.
- 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.