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Cypher Metaverse Inc. Announces Acquisition of Noninvasix, Inc. and Financing Plans

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FAQSIR News Desk
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#Cypher Metaverse Inc. Announces Acquisition of Noninvasix, Inc.

Cypher Metaverse Inc. based in Vancouver, BC, has signed a non-binding letter of intent (LOI) dated October 28, 2025, to pursue a business combination with Noninvasix, Inc. This acquisition will see Noninvasix become a wholly-owned subsidiary of Cypher, marking a strategic move to diversify its portfolio into the medical technology sector.

#Transaction Structure

The planned transaction is set to be executed through a three-cornered amalgamation, share purchase, or share exchange—details which will depend on consultations with legal and tax advisors from both parties. The agreement stipulates that holders of Noninvasix Common Shares will receive one common share of the resulting issuer for each Noninvasix share they hold, thus establishing a clear Exchange Ratio.

#Strategic Implications

The combined entity is expected to meet the listing requirements of the Canadian Securities Exchange (CSE) and will operate as a ''Reverse Takeover'' under current CSE policies. Cypher anticipates that this merger not only aligns with its existing digital-focused investments but will also enhance its visibility and capabilities in the healthcare technology arena.

#Private Placement Financing

Noninvasix will undertake an equity financing initiative aiming to secure at least $3 million in gross proceeds. This financing, targeting accredited investors, will be crucial for bolstering working capital and supporting general corporate objectives. The shares are projected to be priced at $0.40 CAD each, with proceeds intended for stability and operational efficiency.

#Conditions and Next Steps

Completion of the transaction will depend on the satisfaction of standard closing conditions such as successful due diligence, obtaining necessary approvals from shareholders, and securing CSE approval for the listing of the resulting issuer's shares. Following the execution of a definitive agreement, further details including the management structure of the new entity will be disclosed.

#About Noninvasix, Inc.

Noninvasix is a Texas-based medical technology company specializing in a patented optoacoustic platform that measures multiple biomarkers non-invasively. This innovative technology aims to improve clinical outcomes by offering real-time monitoring of vital signs, such as central venous oxygen saturation (ScvO2), particularly beneficial in critical care settings.

#Key Takeaways

  • Cypher Metaverse Inc. has signed an LOI to acquire Noninvasix, Inc., which will become its wholly-owned subsidiary.
  • The transaction is structured to meet CSE listing requirements and is anticipated to be a Reverse Takeover.
  • Noninvasix aims to raise a minimum of $3 million through a private placement to support its operations and enhance capital.
  • Completion of the acquisition is subject to standard conditions including due diligence and shareholder approvals.
  • Both companies aim to align their objectives, enhancing Cypher's role in the healthcare technology sector.

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Frequently Asked Questions

Cypher Metaverse Inc. has announced a non-binding letter of intent to acquire Noninvasix, Inc. This transaction could enhance Cypher's portfolio, particularly in the healthcare technology sector, diversifying its focus beyond digital experiences.
Holders of Noninvasix Common Shares will receive one common share of the resulting issuer for each Noninvasix share they hold, according to the proposed exchange ratio. This could indicate a meaningful valuation for Noninvasix's shareholders as the combined entity positions itself for future growth.
The acquisition is expected to create a combined entity that meets the listing requirements for an industrial issuer. This could potentially expand Cypher's market visibility and investor interest, leading to enhanced growth opportunities.
Noninvasix plans to raise a minimum of $3 million through the private placement, which is aimed at supporting working capital and general corporate purposes. This financing is crucial for ensuring the stability and operational effectiveness of the combined entity post-acquisition.
The transaction is expected to be structured as a reverse takeover, whereby Noninvasix will become a wholly-owned subsidiary of Cypher. This method can provide Noninvasix with a quicker path to accessing the public market, which might support its strategic goals.
The transaction completion is contingent upon various customary closing conditions including due diligence and necessary approvals. These protocols are standard practice intended to protect shareholder interests and ensure regulatory compliance.
Cypher is expected to maintain its commitment to the digital landscape and blockchain investments while diversifying its activities through the acquisition of Noninvasix. This dual focus could strengthen its market position.
Noninvasix's patented optoacoustic platform addresses critical healthcare needs by enabling non-invasive monitoring of vital biomarkers, which could improve clinical outcomes and reduce costs in critical care. Its unique offerings position it well within an urgent healthcare space.