Cypher Metaverse Moves into Medical Tech with Noninvasix Acquisition

#Cypher Metaverse Inc. Finalizes Agreement to Acquire Noninvasix, Inc.

On December 16, 2025, Cypher Metaverse Inc. announced it has signed a definitive agreement to acquire Noninvasix, Inc. This move represents a strategic transition for Cypher as it seeks to enhance its presence in the medical technology sector.

#Transaction Details

The agreement, dated December 12, outlines a merger where Noninvasix will become a wholly-owned subsidiary of Cypher. Shareholders of Noninvasix will receive one common share of the resulting issuer for each Noninvasix share they hold, thus facilitating a seamless exchange.

All existing common share purchase warrants from Cypher will be replaced with convertible securities in the new entity. The management structure and board of directors for the combined company will be determined by Noninvasix and announced later, while Cypher will also undergo a rebranding aligned with Noninvasix’s directives.

#Private Placement Financing

To support this acquisition, Noninvasix plans to conduct a private placement aiming to raise at least $3 million. This financing will consist of units that include shares and purchase warrants, designed to attract accredited investors and other qualified purchasers. Additionally, Cypher will undertake its own private placement to raise up to $250,000, contributing further to its corporate objectives.

#Conditions and Regulatory Compliance

The completion of the acquisition is contingent upon fulfilling various customary closing conditions, including obtaining the necessary regulatory approvals from Cypher and Noninvasix shareholders as required by the Canadian Securities Exchange (CSE). Trading of Cypher’s shares will be temporarily halted as the CSE reviews this significant business transaction.

#About Noninvasix, Inc.

Noninvasix is a Texas-based medical technology company known for its innovative optoacoustic platform, which can non-invasively measure critical biomarkers. This technology addresses essential healthcare challenges, especially in emergency and critical care settings, by allowing continuous monitoring of patients at risk of conditions like septic shock.

#Key Takeaways

Cypher Metaverse Inc. has signed an agreement to acquire Noninvasix, enhancing its capabilities in medical technology.
The acquisition will involve a share exchange and the establishment of Noninvasix as a wholly-owned subsidiary.
A private placement aiming to raise over $3 million is planned to support this transaction.
Completion of the deal is subject to customary regulatory approvals and shareholder consent.
Trading of Cypher shares will be halted pending review by regulatory authorities.

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Frequently Asked Questions

The definitive agreement outlines a business combination where Noninvasix will become a wholly-owned subsidiary of Cypher. Each holder of Noninvasix common shares will exchange their shares for those of the resulting issuer, facilitating a strategic merger that positions Cypher for enhanced market presence.

Post-transaction, the management and board of directors for the new entity will be announced by Noninvasix. This change underlines a strategic shift that can potentially streamline operations and enhance decision-making processes.

The planned private placements, aiming for a total of US$3 million from Noninvasix, are crucial as they will furnish necessary capital for working capital and corporate purposes, which may strengthen the financial backbone of the combined entity.

LIVOx technology holds significant potential to transform patient monitoring by providing non-invasive, continuous measurements of critical biomarkers, which could drastically improve clinical outcomes and efficiency in critical care settings.

Completion is subject to various customary conditions such as regulatory approvals and successful equity financing. While these challenges are standard, their successful resolution could pave the way for a robust merger that may enhance market value.

Yes, Cypher is expected to change its name to one determined by Noninvasix, aligning its branding with the new strategic direction and potentially strengthening its market identity.

Trading will be halted as the transaction qualifies as a change in business, but such pauses are common in M&A situations and are often followed by positive developments that could enhance shareholder value.

The acquisition positions Cypher to diversify its portfolio and enter the healthcare technology space, potentially increasing its growth prospects and market valuation as the combined entity leverages both organisations’ strengths.