Avertix Medical, Inc. terminated the acquisition of BioPlus Acquisition Corp. from BioPlus Sponsor LLC, Highbridge Capital Management, LLC, Saba Capital Management, L.P., Cantor Fitzgerald & Co, Investment Arm and others in a reverse merger transaction.

Avertix Medical, Inc. entered into a letter of intent to acquire BioPlus Acquisition Corp. (NasdaqGM:BIOS) from BioPlus Sponsor LLC, Highbridge Capital Management, LLC, Saba Capital Management, L.P., Cantor Fitzgerald & Co, Investment Arm and others in a reverse merger transaction on February 10, 2023. Avertix Medical, Inc. entered into a definitive merger agreement to acquire BioPlus Acquisition Corp. from BioPlus Sponsor LLC, Highbridge Capital Management, LLC, Saba Capital Management, L.P., Cantor Fitzgerald & Co, Investment Arm and others for approximately $170 million in a reverse merger transaction on May 2, 2023. Existing Avertix equity holders will be issued approximately 13.2 million shares in new Avertix shares. An eligible equity holders of Avertix will be entitled to receive an additional 2,970,000 shares of New Avertix Common Stock (the ?Avertix Earnout Shares?) in two equal tranches, each contingent upon New Avertix?s achievement of the applicable stock price milestones (the ?Triggering Events?) during the Earnout Period. The combined company, which will be named Avertix Medical, Inc., will have an enterprise value of approximately $195 million, and the common stock of the combined company is expected to be listed on Nasdaq under the ticker symbol ?AVRT.? After the closing of the Transaction, and assuming no redemptions, and inclusive of ESOP top up, BIOS? public shareholders are expected to own approximately 50% of the outstanding shares of the combined company, with existing Avertix shareholders owning approximately 29%. Transaction would result in Avertix becoming a publicly traded company on Nasdaq. Tim Moran, President and Chief Executive Officer of Avertix will lead the combined company upon closing of the Transaction. BioPlus CEO Ross Haghighat is expected to be Avertix?s Chairman following the closing of the transaction. BioPlus Sponsor will nominate two Directors to Avertix Board of Directors. Expected Board of Directors will be 7 members, of which majority are independents.

Completion of transaction is subject to customary closing conditions, including the approval of Avertix?s stockholders and BIOS? shareholders; the effectiveness of a registration statement on Form S-4 to be filed with the U.S. Securities and Exchange Commission (the ?SEC?); submission by BIOS of the supplemental listing application to the Nasdaq Stock Market; the receipt of requisite government approvals; BIOS having at least $5,000,001 of net tangible assets; satisfaction or waiver of a $40 million minimum cash condition, all required filings under the HSR Act shall have been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated. The Transaction has been unanimously approved by the boards of directors of Avertix and BIOS. The Transaction is expected to close in the second half of 2023.

Phillip D. Torrence and Jeff Kuras of Honigman LLP acting as legal counsels to Avertix. Garth Osterman and Miguel J. Vega of Cooley LLP and Ellenoff Grossman & Schole LLP are acting as U.S. legal counsels to BIOS. Walkers (Cayman) LLP is acting as Cayman legal counsel to BIOS. LifeSci Capital LLC is acting as the fairness opinion provider to the board of directors of BIOS. Dan Sullivan of MacKenzie Partners, Inc. to assist in the solicitation of proxies for BioPlus Acquisition Corp. Continental Stock Transfer & Trust Company acted as a transfer agent to BioPlus Acquisition Corp. BioPlus Acquisition Corp. will pay the cost of soliciting proxies for the Meeting. BioPlus has agreed to pay MacKenzie a fee of $12,500. The engagement letter between BIOS and LifeSci Capital provides for a transaction fee of $300,000, $250,000 of which became payable upon the rendering of the fairness opinion.

Avertix Medical, Inc. terminated the acquisition of BioPlus Acquisition Corp. (NasdaqGM:BIOS) from BioPlus Sponsor LLC, Highbridge Capital Management, LLC, Saba Capital Management, L.P., Cantor Fitzgerald & Co, Investment Arm and others in a reverse merger transaction on October 4, 2023. BIOS expects to redeem all of its Public Shares for an estimated redemption price of approximately $10.79 per share (the ?Redemption Amount?) after the payment of taxes and dissolution expenses. Record holders will receive their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company?s transfer agent. Beneficial owners of Public Shares held in ?street name,? however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed within ten business days after October 4, 2023.