Item 1. Business
Item
1. Business.
Overview
We
are a medical device company focusing on the development and commercialization of our proprietary MicroNet™ stent platform for
the treatment of carotid artery disease and other vascular disease. A stent is an expandable “scaffold-like” device, usually
constructed of a metallic material, that is inserted into the lumen of the artery to create patency and revascularization of blood flow.
MicroNet, a micron mesh sleeve, is attached over a stent to provide embolic protection both during and after stenting procedures.
Our
CGuard™ carotid embolic prevention system (“CGuard EPS”) combines MicroNet and a unique self-expandable nitinol stent
in a single device for use in carotid artery revascularization. Our CGuard EPS originally received CE mark approval under Medical Device
Directive 93/42/EEC (“MDD”) in the European Union (“EU”) in March 2013 and was fully launched in Europe in September
2015. Subsequently, we launched CGuard EPS in over 30 countries and on February 3, 2021, we executed a distribution agreement with Chinese
partners for the purpose of expanding our presence in the Asian markets. In January 2024, we received CE mark recertification under the
EU’s Medical Device Regulation regulatory framework. Currently, we are seeking strategic partners for a potential launch of CGuard
EPS in Japan and other Asian countries.
On
September 8, 2020, we received approval from the U.S. Food and Drug Administration (“FDA”) of our Investigation Device Exemption
(“IDE”), thereby allowing us to proceed with a pivotal study of our CGuard™ Carotid Stent System, C-GUARDIANS, for
prevention of stroke in patients in the United States. C-GUARDIANS is a prospective, multicenter, single-arm, pivotal study to evaluate
the safety and efficacy of the CGuard™ Carotid Stent System when used to treat symptomatic and asymptomatic carotid artery stenosis
in patients undergoing carotid artery stenting (“CAS”). The study, which completed enrollment in June 2023, enrolled 316
patients across 24 trial sites in the U.S. and Europe and from April 2023 included deployment of the CGuard stent using CGuard Prime,
our next generation CAS stent platform.
The
primary endpoint is a composite of: (1) incidence of major adverse events including Death (all-cause mortality), any Stroke, and
Myocardial Infarction (DSMI) through 30-days post index procedure, or (2) ipsilateral stroke from day 31 to day 365 post-procedure.
All events are adjudicated by an independent clinical events committee. The composite index will be compared to a performance goal
based on the observed rate of the two components of the primary endpoint from previous pivotal stent trials which are considered
industry standard. The performance goal will be considered met if the upper bound of the two-sided 95% confidence interval
calculated from the observed primary endpoint rate is < 11.6% and the p-value is less than 0.025.
In
November 2023, we announced positive 30-day follow up results from the C-GUARDIANS trial in which stenting with the CGuard Carotid
Stent System in patients with carotid artery stenosis and at high risk for carotid endarterectomy had a DSMI rate of 0.95%, measured
from the date of the procedure through 30 days follow-up post-procedure. We anticipate reporting primary endpoint results from the
C-GUARDIANS trial mid 2024 that may support the submission of a premarket approval, or PMA, application in the third quarter of 2024
with a view to potential FDA approval of the CGuard Prime stent system in the first half of 2025.
We
continue to invest in current and future potential new indications, products and manufacturing enhancements for CGuard that are
expected to reduce cost of goods and/or provide the best-in-class performing delivery systems, such as CGuard Prime. In furtherance
of our strategy that focuses on establishing the CGuard Carotid Stent System as a viable alternative to vascular surgery, we are
developing a new transcarotid artery revascularization (TCAR) system, SwitchGuard™ neuroprotection system (“SwitchGuard
NPS”), for transcarotid access and neuro protection. In addition, we intend to explore new indications for CGuard to
leverage the advantages of stent design and mesh protection, well suited in labels such as acute stroke with tandem
lesions.
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We
consider our current addressable market for our CGuard Carotid Stent System and SwitchGuard NPS to be both symptomatic and asymptomatic
individuals with diagnosed high-grade carotid artery stenosis for whom intervention is preferable to medical (drug) therapy. This group
includes not only carotid artery stenting patients but also individuals undergoing carotid endarterectomy, as the two approaches compete
for the same patient population. Assuming full penetration of the intervention caseload by CGuard, we estimate that the addressable market
for CGuard Carotid Stent System and SwitchGuard NPS is approximately $1.3 billion (source: Health Research International Personal
Medical Systems, Inc. September 13, 2021 Results of Update Report on Global Carotid Stenting Procedures and Markets by Major Geography
and Addressable Markets and internal estimates). According to this same report and internal estimates, assuming full penetration of treatment
for all individuals diagnosed with high-grade carotid artery stenosis, we estimate the total available market for CGuard Carotid Stent System and SwitchGuard
NPS to be approximately $9.3 billion, which may grow over time if expanded treatment options such as CGuard Carotid Stent System and SwitchGuard NPS lead
to increased patient screening for carotid artery disease.
In
October 2023, the Centers for Medicare and Medicaid Service (“CMS”) issued its final National Coverage Determination (“NCD”),
expanding coverage of CAS to include both asymptomatic and standard risk patients, significantly expanding the U.S. CAS addressable market.
Our
mission is to offer a comprehensive set of delivery solutions (TCAR and Transfemoral) in order to deliver best in class results through
patient outcomes by way of stent performance with CGuard Carotid Stent System and SwitchGuard NPS.
We
were organized in the State of Delaware on February 29, 2008.
Private
Placement
On
May 12, 2023, we entered into a securities purchase agreement (the “Purchase Agreement”) pursuant to which we agreed to sell
and issue in a private placement (the “Private Placement Offering”) an aggregate of 10,266,270 shares (the “Private
Placement Shares”) of our common stock, pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 15,561,894
shares of common stock and warrants to purchase up to an aggregate of 51,656,328 shares of common stock, consisting of Series H warrants
to purchase up to 12,914,086 shares of common stock (the “Series H Warrants”), Series I warrants to purchase up to 12,914,078
shares of common stock (the “Series I Warrants”), Series J warrants to purchase up to 12,914,086 shares of Common Stock (the
“Series J Warrants”) and Series K warrants to purchase up to 12,914,086 shares of common stock (the “Series K Warrants”
and together with the Series H Warrants, Series I Warrants and Series J Warrants, the “Warrants”), at an offering price of
$1.6327 per Private Placement Share and associated Warrants and an offering price of $1.6326 per Pre-Funded Warrant and associated Warrants.
The
Pre-Funded Warrants will be immediately exercisable at an exercise price of $0.0001 per share and will not expire until exercised in
full. The Warrants will be immediately exercisable upon issuance at an exercise price of $1.3827 per share, subject to adjustment as
set forth therein. The Warrants have a term of the earlier of (i) five years from the date of issuance and (ii) (A) in the case of the
Series H Warrants, 20 trading days following the Company’s public release of primary and secondary end points related to one year
follow up study results from the Company’s C-GUARDIANS pivotal trial, (B) in the case of the Series I Warrants, 20 trading days
following the Company’s announcement of receipt of Premarket Approval from the Food and Drug Administration (“FDA”)
for the CGuard Prime Carotid Stent System (135 cm), (C) in the case of the Series J Warrants, 20 trading days following the Company’s
announcement of receipt of FDA approval for the SwitchGuard and CGuard Prime 80 and (D) in the case on the Series K Warrants, 20 trading
days following the end of the fourth fiscal quarter after the fiscal quarter in which the first commercial sales of the CGuard Carotid
Stent System in the United States begins.
The
Warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares underlying the Warrants.
Under the terms of the Pre-Funded Warrants and Warrants, certain of the selling stockholders may not exercise the Pre-Funded Warrants
or Warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to
beneficially own a number of shares of common stock which would exceed 4.99% or 9.99% of our then outstanding common stock following
such exercise, excluding for purposes of such determination common stock issuable upon exercise of the Pre-Funded Warrants or Warrants
which have not been exercised. The Warrants may be exercised into pre-funded warrants if the selling stockholder is unable to exercise
the Warrant due to the foregoing beneficial ownership limitation or at the selling shareholder’s election.
In
connection with the Purchase Agreement, we entered into a registration rights agreement (the “Registration Rights Agreement”).
Pursuant to the Registration Rights Agreement, we were required to file a resale registration statement (the “Registration Statement”)
with the SEC to register for resale the Private Placement Shares and the shares of common stock issuable upon exercise of the Pre-Funded
Warrants and Warrants, within 20 days of the signing date of the Purchase Agreement (the “Signing Date”), and to have such
Registration Statement declared effective within 45 days after the Signing Date in the event the Registration Statement is not reviewed
by the SEC, or 90 days of the Signing Date in the event the Registration Statement is reviewed by the SEC. We were obligated to pay certain
liquidated damages if we fail to file the Registration Statement when required, fails to cause the Registration Statement to be declared
effective by the SEC when required, of if we fail to maintain the effectiveness of the Registration Statement. The Registration Statement
was subsequently filed on May 23, 2023 and declared effective on June 1, 2023. We paid LifeSci Capital LLC, a placement fee equal to
5.6% of the aggregate gross proceeds from the closing of the Private Placement Offering, or approximately $2.4 million, and legal expenses
of $41,600. In addition, we paid Piper Sandler & Co. a financial advisory fee of $1.5 million, AGP/Alliance Global Partners a financial
advisory fee of $250,000 and lead investor counsel expenses of $125,000.
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Our
Industry
Carotid
Carotid
arteries are located on each side of the neck and provide the primary blood supply to the brain. Carotid artery disease, also called
carotid artery stenosis, is a type of atherosclerosis (hardening of the arteries) that is one of the major risk factors for ischemic
stroke. In carotid artery disease, plaque accumulates in the artery walls, narrowing the artery and disrupting the blood supply to the
brain. This disruption in blood supply, together with plaque debris breaking off the artery walls and traveling to the brain, are the
primary causes of stroke. According to the World Health Organization (https://www.who.int/cardiovascular_diseases/resources/atlas/en/)
every year, 15 million people worldwide suffer a stroke, and nearly six million die and another five million are left permanently disabled.
According to the same source, stroke is the second leading cause of disability, after dementia.
In
2022, 3.0 million people between the age of 50 and 89 years old were estimated to be diagnosed with high grade carotid artery disease,
of which, approximately 394,000 of those diagnosed required intervention for carotid artery disease (according to the Health Research
International Personal Medical Systems, Inc. September 13, 2021 Results of Update Report on Global Carotid Stenting Procedures and Markets
by Major Geography and Addressable Markets). There are three current intervention treatments used for carotid artery disease. The first
is a carotid endarterectomy where a surgeon accesses the blocked carotid artery though an incision in the neck, and then surgically removes
the plaque. The second is transcarotid artery revascularization where a surgeon accesses the blocked carotid artery though an incision
in the neck, and then places a stent to open the artery and prevent embolization while combining high-rate blood flow reversal to protect
the brain. The third is carotid artery stenting, which is a minimally invasive endovascular treatment for carotid artery disease and
an alternative to carotid endarterectomy. Endovascular techniques using stents and carotid embolic prevention system protect against
plaque and debris traveling downstream, blocking off the vessel and disrupting blood flow. We believe that the use of a stent with an
embolic protection system should increase the number of patients being treated since it would avoid the need for complex surgery.
Our
Products
MicroNet
Mesh Platform Technology
MicroNet
is our proprietary circular knitted mesh which wraps around a stent to protect patients from plaque debris flowing downstream upon deployment.
MicroNet is made of a single fiber from a biocompatible polymer widely used in medical implantations. The size, or aperture, of the current
MicroNet ‘pore’ is only 150-180 microns in order to maximize protection against the potentially dangerous plaque and thrombus.
The MicroNet mesh is the core technology around which we have developed products for specific applications.
CGuard – Carotid Artery Applications
Our
CGuard EPS combines our MicroNet mesh and a self-expandable nitinol stent (a stent that expands without balloon dilation pressure or
need of an inflation balloon) in a single device for use in carotid artery applications. MicroNet is placed over and attached to an open
cell nitinol metal stent platform which is designed to trap debris and emboli that can dislodge from the diseased carotid artery and
potentially travel to the brain and cause a stroke. This danger is one of the greatest limitations of carotid artery stenting with conventional
carotid stents and stenting methods. The CGuard EPS technology is a highly flexible stent system that conforms to the carotid anatomy.
We
believe that our CGuard EPS design provides advantages over existing therapies in treating carotid artery stenosis, such as conventional
carotid stenting and surgical endarterectomy, given the superior embolic protection characteristics provided by the MicroNet. We believe
the MicroNet will provide acute embolic protection at the time of the procedure, but more importantly, we believe that CGuard EPS will
provide post-procedure protection against embolic dislodgement, which can occur up to 48 hours post-procedure. It is in this post-procedure
time frame that embolization is the source of post-procedural strokes in the brain. Schofer, et al. (“Late cerebral embolization
after emboli-protected carotid artery stenting assessed by sequential diffusion-weighted magnetic resonance imaging,” Journal
of American College of Cardiology Cardiovascular Interventions , Volume 1, 2008) have shown that the majority of the incidents of
embolic showers associated with carotid stenting occur post-procedure.
- 7 -
Our
CGuard EPS originally received CE mark approval in the EU in March 2013 and was fully launched in Europe in September 2015. Subsequently,
we launched CGuard EPS in 30 plus countries and on February 3, 2021, we executed a distribution agreement with Chinese partners for the
purpose of expanding our presence in China.
On
September 8, 2020, we received approval from the FDA of our IDE, thereby allowing us to proceed with a pivotal study of our CGuard™
Carotid Stent System, C-GUARDIANS, for prevention of stroke in patients in the United States. C-GUARDIANS is a prospective, multicenter,
single-arm, pivotal study to evaluate the safety and efficacy of the CGuard™ Carotid Stent System when used to treat symptomatic
and asymptomatic carotid artery stenosis in patients undergoing carotid artery stenting. The study, which completed enrollment in June
2023, enrolled 316 patients across 24 trial sites in the U.S. and Europe and from April 2023 included deployment of the CGuard stent using CGuard Prime, our next generation CAS stent platform.
The
primary endpoint is a composite of: (1) incidence of major adverse events including Death (all-cause mortality), any Stroke, and Myocardial
Infarction (DSMI) through 30-days post index procedure, or (2) ipsilateral stroke from day 31 to day 365 post-procedure. All events are
adjudicated by an independent clinical events committee.The composite index will be compared to a performance goal based on the observed
rate of the two components of the primary endpoint from previous pivotal stent trials which are considered industry standard. The performance
goal will be considered met if the upper bound of the two-sided 95% confidence interval calculated from the observed primary endpoint
rate is < 11.6% and the p-value is less than 0.025.
In
November 2023, we announced positive 30-day follow up results from the C-GUARDIANS trial in which stenting with the CGuard Carotid
Stent System in patients with carotid artery stenosis and at high risk for carotid endarterectomy had a DSMI rate of 0.95%, measured
from the date of the procedure through 30 days follow-up post-procedure. We anticipate reporting primary endpoint results from the
C-GUARDIANS trial in mid 2024 that may support the submission of a PMA application in the third quarter of 2024 with a view to
potential FDA approval of the CGuard Prime stent system in the first half of 2025.
CGuard
Prime Stent System
The
CGuard Prime stent system is a mesh-covered self-expanding carotid stent that is loaded into a transfemoral rapid exchange (Rx)
delivery system that we are developing and that is subject to regulatory approval.
The
CGuard Prime Carotid Stent is a self-expanding nitinol stent covered with a MicroNet bio-stable sleeve woven from a single strand of
23 μm Polyethylene Terephthalate (PET). The MicroNet sleeve is designed to trap and seal thrombus and plaque against the vessel
wall, providing continuous embolic prevention. The CGuard Prime Carotid Stent is available in diameters ranging from 6.0mm to 10mm
and in lengths of 20, 30, 40 and 60mm. The CGuard Prime delivery system is a rapid exchange (Rx), delivery system with a 6Fr profile
that can accommodate all stent sizes from 6mm to 10mm. The CGuard Prime is available in two lengths: 80 cm and
135 cm.
CGuard
Prime advances the first generation CGuard transfemoral delivery system with new handle design for deployment accuracy, new catheter
design for more flexible navigation of tortuous anatomy especially in acute revascularize settings as well as two lengths, 135cm and
80cm for booth transfemoral and transcarotid access. From April 2023, the C-GUARDIANS trial included deployment of the CGuard
stent using CGuard Prime.
Switchguard
NPS
SwitchGuard
NPS is a Class IIa, non-invasive transcarotid artery revascularization (TCAR) device that we are developing and that is subject to regulatory
approval that is composed of medical grade tubing with male Luer lock connectors at each end and an in-line 200-micron blood filter.
The device is intended as an external arterial-venous (A-V) shunt, allowing arterial blood to flow into the venous system, while filtering
particulate before returning blood to the patient on the venous side.
The
SwitchGuard arterio-venous extension line with filter is intended for flow circuit and particle removal when connecting arterial and/or
venous introducers during interventional procedures.
SwitchGuard
is being developed to answer a need of flow reversal for cerebral protection in coronary artery stenting (“CAS”) since symptomatic
distal embolization, caused by the release of material (thrombotic, necrotic, or atherosclerotic) from the site of the lesion during
the intervention, is the most frequent and important complication of CAS. Reversing blood flow has been shown to reduce stroke risk during
carotid artery procedures.
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Physicians
frequently use extension lines constructed from blood filter transfusion sets during interventional procedures for the purpose of A-V
shunting.
We
expect to submit an IDE to the FDA for the C-GUARDIANS II clinical trial during the second half of 2024, which, if approved, would
allow us to initiate a clinical trial to support the clearance of the SwitchGuard NPS coupled with CGuard Prime. In February 2024,
we appointed the principal investigators for the C-GUARDIANS II clinical trial of SwitchGuard NPS.
Acute
Stroke with Tandem Lesions
It
is estimated that 20-30% of acute ischemic strokes are caused by large vessel occlusion involve tandem lesions- high grade
stenosis/occlusion of the internal carotid artery plus thrombotic occlusion of an intracranial vessel. Currently there is no
indicated use of CAS for these lesions during stroke treatment when the placement of an embolic protection device is not possible.
We believe CGuard Prime is optimally suited for intervention in this acute setting by way for design (flexible / low metal
structure) as well as MicroNet mesh offering embolic protection both during and post procedural implantation. Our goal is to develop
CGuard Prime to mitigate strokes in this acute setting.
In
November 2023, we announced a strategic agreement with Jacobs Institute to execute an early feasibility study of CGuard Prime for
the treatment of acute stroke patients with tandem lesions. The study is expected to enroll 15 acute stroke patients across three
U.S. sites to explore the safety and feasibility. of using CGuard Prime to treat acute ischemic stroke patients with tandem
lesions.
MGuard
Prime
We
historically developed and sold the MGuard Prime embolic protection system (“MGuard Prime EPS”) which was marketed for use
in patients with acute coronary syndromes, notably acute myocardial infarction (heart attack) and saphenous vein graft coronary interventions.
Over the past years there has been a shift in industry preferences towards drug eluting stents. As a result of declining sales and utilization
of the MGuard Prime EPS, which was largely driven by the predominant industry preferences favoring drug-eluting stents, during the second
quarter of 2022 we ceased sales of MGuard Prime EPS following a phase out period.
Completed
Clinical Trials for CGuard EPS
CARENET
The
CARENET trial was the first multi-center study of CGuard EPS following the receipt of CE mark of this device in March 2013. The CARENET
trial was designed to evaluate feasibility and safety of CGuard EPS in treatment of carotid lesions in consecutive patients suitable
for CASin a multi-operator, real-life setting. The acute, 30-day, magnetic resonance imaging (“MRI”), ultrasound and six-month
clinical event results were presented at the LINC conference in Leipzig, Germany in February, 2015. In the third quarter of 2015, the
results of the CGuard CARENET trial were published in the Journal of the American College of Cardiology. In November 2015, positive twelve-month
follow-up data from the CGuard CARENET trial was presented at the 42nd Annual Symposium on Vascular and Endovascular Issues, documenting
the benefits of the CGuard MicroNet technology as well as the patency benefits (maintaining the artery open) of the internal and external
carotid arteries at twelve months. In September 2022, the results of the CGuard CARENET trial five year follow up were published in the
Journal of the American College of Cardiology: Cardiovascular Interventions Vol. 15, No 18, 2022 September 26, 2022:1883-1891. There
was no ipsilateral stroke or ipsilateral stroke-related death which occurred throughout the five years. In addition, no stent restenosis
or external carotid artery occlusion occurred in CARENET by 5 years, indicating normal healing and uncompromised side-branch patency.
MACCE
(myocardial infarction (“MI”), stroke or death) rate was 0.0% at 30 days. At six months, there was one death, which was not
device or procedure-related but did result in a MACCE rate of 3.6% at six months. At twelve months there were two additional deaths,
which were not device or procedure-related resulting in a MACCE rate of 10.7% at one year.
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30
days
(n=30)
6
months
(n=28)
12
months
(n=28)
MACCE (MI, stroke, death)
(0)
0.0 %
(1)
3.6 %
(3)
10.7 %
MI
(0)
0.0 %
(0)
0.0 %
(0)
0.0 %
stroke
(0)
0.0 %
(0)
0.0 %
(0)
0.0 %
death
(0)
0.0 %
(1)
3.6 %
(3)
10.7 %
CAS
carries the risk of cerebral embolization during and following the procedure, leading to life-threatening complications, mainly cerebral
ischemic events. Diffusion-weighted magnetic resonance imaging (DW-MRI) is a sensitive tool used to identify cerebral emboli during CAS
by measuring “lesions” within the brain which are areas that are ischemic and do not receive oxygenated blood due to cerebral
emboli. In the CARENET trial, 37.0% of patients treated with CGuard EPS had new ischemic lesions at 48 hours after the procedure, with
an average volume of 0.039 cm3. Of these lesions, there was only one that remained at 30 days following the procedure and all others
had resolved. Complete details appear in the following table. Where there is a second number shown below after a ± symbol, it
indicates the potential error in the measurement.
48
hours
n=27
30
days
n=26
Subjects with new Acute Ischemic
Lesions (“AIL”)
10
1
Incidence of new lesions
37.0 %
4.0 %
Total number new AIL
83
1
Avg. number new AIL per patient
3.19
± 10.33
0.04
± 0.20
Average lesion volume (cm 3 )
0.039
± 0.08
0.08
± 0.00
Maximum lesion volume (cm 3 )
0.445
0.116
Permanent AIL at 30 days
—
1
The
healing process of the tissue and in-stent restenosis can be measured by a non-invasive form of ultrasound called duplex ultrasound.
This type of ultrasound measures the velocity of the blood that flows within the carotid arteries, which increases exponentially as the
lumen of the internal carotid artery narrows and the percent stenosis increases. One of the measurements is called PSV (peak systolic
volume) and is known to be highly correlated to the degree of in-stent restenosis; PSV values higher than 300 cm/sec are indicative of
>70% stenosis, while PSV values lower than 104 cm/sec are indicative of <30% restenosis and healthy healing. In the CARENET trial,
duplex ultrasound measurements done at 30 days, 6 months and 12 months following the stenting procedure all attest to healthy normal
healing without restenosis concerns, as the PSV values were 60.96 cm/sec ± 22.31, 85.24 cm/sec ± 39.56, and 90.22 cm/sec
± 37.72 respectively. The internal carotid artery was patent in all patients (100%).
The
conclusions of the CARENET trial were:
●
The
CARENET trial demonstrated safety of the CGuard EPS stent, with a 30 day MACCE rate of 0%.
●
Incidence
of new ipsilateral lesions (percent of patients with new lesions on the ipsilateral side (same side where the stent was employed))
at 48 hours was reduced by almost half compared to published data, and volume was reduced almost tenfold.
●
All
but one lesion had resolved completely by 30 days.
●
Twelve-month
data showed no stroke or stroke-related deaths, and no cardiac adverse events.
●
Five-year
data showed no ipsilateral stroke or ipsilateral stroke-related deaths, and no stent restenosis or external carotid artery occlusion
occurred in CARENET by 5 years, indicating normal healing and uncompromised side-branch patency.
●
CGuard
EPS offers enhanced benefits for patients undergoing CAS with unprecedented safety.
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Physician-Sponsored
Clinical Trials for CGuard—PARADIGM-101 and PARADIGM -500 Studies
PARADIGM-101
( P rospective evaluation of A ll-comer pe R cutaneous c A roti D revascularization
I n symptomatic and increased-risk asymptomatic carotid artery stenosis, using C G uard™ M esh-covered
embolic prevention stent system-101) was an investigator-led, single center study with the objective of evaluating feasibility and outcome
of routine use of CGuard EPS in 101 consecutive unselected all-comer patients referred for carotid revascularization, initiated in 2015.
In May 2016, the 30-day results were presented at the EuroPCR 2016 Late-Breaking Clinical Trial Session in Paris, and in the Journal
of EuroIntervention. In Dec 2020, the 12 month results were presented in the Official Journal of the EuroPCR and the European Association
of Percutaneous Coronary Interventions, EuroIntervention 2020;16:e950-e952. DOI: 10.4244/EIJ-D-19-01014) Key findings from the PARADIGM-101
study and the follow-up data are as follows.
●
CGuard
EPS delivery success was 99.1%. The clinical evaluation also found no device foreshortening or elongation;
●
Angiographic
diameter stenosis or vessel narrowing was reduced from 83±9% to only 6.7±5% (p<0.001);
●
Periprocedural
death/major stroke/ myocardial infarction (“MI”) rates were 0%;
●
Between
30 days and 12 months, there were no strokes or stroke-related deaths. There were four non -device related deaths (heart failure
exacerbation, urosepsis, pulmonary embolism and microcellular pulmonary cancer).
The
results of the PARADIGM-101 study demonstrated that CGuard EPS can safely be used in a high risk, all-comer population of patients with
carotid artery stenosis and indicated that routine use of CGuard EPS may prevent cerebral events, such as strokes, by holding plaque
against the vessel wall, preventing emboli from being released into the blood stream. The PARADIGM-101 study found that CGuard EPS is
applicable in up to 90% of all-comer patients with carotid stenosis.
PARADIGM-101
was subsequently increased to include 500 consecutive patients with symptomatic or increased stroke risk asymptomatic atherosclerotic
carotid stenosis patients. The new study is known as PARADIGM -500. In June 2022, the 1-year results were presented at the EuroPCR in
Leipzig, Germany.
Key
findings from the PARADIGM-500 study are as follows.
●
30
Day Death/Stroke rate of 0.75%; 30-day death/stroke/myocardial infarction rate of 0.94%;
●
12-month
freedom from ipsilateral stroke, in stent restenosis and target lesion revascularization rate of 99.6%.
Clinical
Results and Mechanical Properties of the Carotid CGUARD Double-Layered Embolic Prevention Stent Study
“Clinical
Results and Mechanical Properties of the Carotid CGUARD Double-Layered Embolic Prevention Stent Study” was an investigator-led,
prospective single-center study which evaluated CGuard EPS in 30 consecutive patients with internal carotid artery stenosis disease with
the objective of reporting early clinical outcomes with a novel MicroNet covered stent for the internal carotid artery and the in vitro
investigation of the device’s mechanical properties. In October 2016, the 30-day positive results were published online-ahead-of-print
in the Journal of Endovascular Therapy.
Key
findings from the study are as follows:
●
100%
success in implanting CGuard EPS without residual stenosis;
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●
No
peri- or post-procedural complications;
●
No
deaths, major adverse events, minor or major strokes, or new neurologic symptoms during the six months following the procedure;
●
Modified
Rankin Scale improved for the symptomatic patients from 1.56 prior to the procedure to 0 afterwards;
●
All
vessels treated with CGuard EPS remained patent (open) at six months; and
●
DW-MRI
performed in 19 of 30 patients found no new ipsilateral lesions after 30 days and after six months compared with the baseline DW-MRI
studies.
Additionally,
based on engineering evaluations, the study concluded that CGuard EPS provides a high radial force and strong support in stenotic lesions.
The stent is easy to use and safe to implant because it does not foreshorten and its structure adapts well to changes in diameter and
direction of tortuous vascular anatomies. The MicroNet mesh of CGuard did not cause any changes to specific mechanical parameters of
the underlying stent.
Safety
and Efficacy of the New Micromesh-Covered Stent CGuard in Patients Undergoing Carotid Artery Stenting: Early Experience From a Single
Center
“Safety
and Efficacy of the New Micromesh-Covered Stent CGuard in Patients Undergoing Carotid Artery Stenting: Early Experience From a Single
Center” was an investigator-led, single-center study which evaluated CGuard EPS in 82 consecutive patients. The aim of the study
was to evaluate the safety (technical success) and efficacy (clinical success) of the CGuard stent system – a new nitinol stent
covered by a closed-cell polyethylene and terephthalate mesh designed to prevent embolic events. In 2017, the 30-day positive results
were published online-ahead-of-print in the European Journal of Vascular and Endovascular Surgery (2017), https://doi.org/10.1016/j.ejvs.2017.09.015.
Key
findings from the study are as follows:
●
100%
success in implanting CGuard EPS;
●
One
case of acute stent thrombosis occurred within 4 hours of the procedure:
●
One
minor stroke was recorded within the peri-operative period following the acute stent thrombosis, mentioned above;
●
No
new adverse neurological events were recorded at the post-operative period.
●
DW-MRI
was performed to assess the occurrence of new ischaemic brain lesions from the target vessel following placement of the CGuard stent
peri- (48-72 hours) and post-operatively (30 days) in 21 and 11 patients, respectively. Five of 21 patients (23.8%) had new ischaemic
brain lesions peri-operatively (48-72 hours) on the ipsilateral side, for a total number of 30 lesions, with an average lesion volume
of 0.039 +/- 0.025 cm3. Four patients (19.1%) had new ischaemic brain lesions on the contralateral side, for a total number of nine
lesions, with an average lesion volume of 0.019 +/- 0.011 cm3 (range 0.016-0.034 cm3). At the postoperative period, spontaneous resolution
was noted in all the lesions recorded in the peri-operative period in the 11 patients participating. Only one symptomatic patient
had two new ischaemic brain lesions (1 ipsilateral and 1 contralateral).
- 12 -
CGUARD
Mesh-Covered Stent in Real World: The IRON-Guard Registry
“CGUARD
Mesh-Covered Stent in Real World: The IRON-Guard Registry using CGuard EPS” was a physician initiated prospective multi-center
registry that included 200 patients from 12 medical centers in Italy. The objective of the study was to report 30-day outcomes (including
MACCE) in a prospective series of patients who were treated with CGuard EPS between April 2015 and June 2016. In January 2017, 30-day
results were presented at the Leipzig Interventional Course (LINC) 2017 and published in the Journal of EuroIntervention in May 2017.
The 12-month follow-up was published in the Journal of EuroIntevention in October 2018.
Key
30-day results presented were:
●
100%
success in implanting CGuard EPS;
●
No
MI, major stroke or death at 30 days;
●
There
were two transient ischemic attacks and five periprocedural minor strokes, including one thrombosis solved by surgery.
●
Total
elimination of post-procedural neurologic complications by 30 days;
●
DW-MRI
performed pre-procedure and between 24- and 72-hours post-procedure in 61 patients, indicated that 12 patients had new micro emboli
(19%).
●
At
12-month, there were no new major neurological adverse events, thrombosis or external carotid occlusion recorded;
●
One
myocardial infarction occurred at 12 months.
Initial
Clinical Study of the New CGuard EPS MicroNet Covered Carotid Stent: “One Size Fits All”
“Initial
Clinical Study of the New CGuard EPS MicroNet Covered Carotid Stent: ‘One Size Fits All’” was an investigator-led,
single-center study, which evaluated CGuard EPS in 30 consecutive patients with symptomatic stenosis of the internal carotid artery with
the objective of evaluating the CGuard EPS MicroNet covered stent for its ability to adjust to different vessel diameters. The results
of the study were published in the Journal of Endovascular Therapy in May 2019. The conclusion of the study as reported was that CGuard
EPS has high conformability combined with an almost equivalent outward radial force at expansion diameters ranging from 5.5 to 9.0 mm.
The first clinical results demonstrate the “One Size Fits All” stent can be implanted in internal carotid arteries with reference
diameters within this range.
- 13 -
Key
findings from the study were as follows:
●
100%
technical success in implanting CGuard EPS;
●
No
neurological events within 30 days;
●
The
chronic outward force normalized by stent length demonstrated a near-equivalent radial force outcome; and
●
The
stent displayed only a minor difference between the minimal radial force at 9.0 mm (0.195 N/mm) and the maximal radial force at 5.5
mm (0.330 N/mm).
Preliminary
Results from a Prospective Real-World Multicenter Clinical Practice of Carotid Artery Stenting Using the CGuard Embolic Prevention System:
The IRONGUARD 2 Study
“Preliminary
Results From a Prospective Real-World Multicenter Clinical Practice of Carotid Artery Stenting Using the CGuard Embolic Prevention System:
The IRONGUARD 2 Study” is a physician initiated prospective multi-center registry enrolling 733 patients from 20 medical centers
in Italy, from January 2017 to June 2019. The objective of the study is to evaluate periprocedural (24 hours), post-procedural (up to
30 days), and 12-month outcomes in a largest, prospective, multicenter series of patients submitted for protected carotid artery stenting
with the CGuard Embolic Prevention System. The 24-hour, 30-day and 12-month preliminary results (data available on 726 patients out of
the 733 treated) were presented at the Leipzig Interventional Course (LINC) in January 2021. The study’s preliminary results from
the IRONGUAURD 2 study suggested in a real-world evaluation of carotid artery stenting, CGuard EPS can be safely used for treatment of
extracranial carotid artery stenosis, allowing a low rate of post procedural adverse events by 12 months.
Key
findings from the study are as follows:
●
100%
procedural success in implanting CGuard EPS;
●
1
death from hemorrhagic stroke (patient was admitted for immediate treatment of CAS due to stroke), 2 minor strokes, 6 TIAs and one
nonfatal AMI at 24 hours;
●
1
minor stroke, 2 TIAs, three AMIs, no deaths and no stent thrombosis/occlusions between 24 hours and 30 days; and
●
1
minor stroke, 4 TIAs, 2 AMIs and 8 deaths (the 2 mentioned AMIs, 4 malignancies, 1 suicide and 1 undefined complication in Guillain-Barré
Syndrome) between 30 days and 1 year.
Thirty-Day
Results of the Novel CGuard-Covered Stent in Patients Undergoing Carotid Artery Stenting
“Thirty-Day
Results of the Novel CGuard-Covered Stent in Patients Undergoing Carotid Artery Stenting” was an investigator-led, prospective
single-center study which evaluated CGuard EPS in 103 patients that underwent carotid artery stenting procedures. The aim of the study
was to provide early-term evaluation, safety, and efficacy of the novel CGuard micromesh self-expanding stent with embolic protection
system (EPS). In April 2021, the 30-day positive results were published in the Journal of Endovascular Therapy, DOI: 10.1177/15266028211007466.
Key
findings from the study are as follows:
●
100%
technical success was achieved in all patients:
●
No
major adverse events (death, stroke, or myocardial infarction) at 30 days.
- 14 -
The
SIBERIA Trial for Carotid Artery Stenosis: A Randomized Controlled Trial of Conventional Versus Micronet™-Covered Stent Use in
Percutaneous Neuroprotected Carotid Artery Revascularization: Peri-procedural and 30-day Diffusion-Weighted Magnetic Resonance Imaging
and Clinical Outcomes (RCT trial)
“The
SIBERIA Trial for Carotid Artery Stenosis: A Randomized Controlled Trial of Conventional Versus Micronet™-Covered Stent Use in
Percutaneous Neuroprotected Carotid Artery Revascularization: Peri-procedural and 30-day Diffusion-Weighted Magnetic Resonance Imaging
and Clinical Outcomes” was an investigator-initiated randomized clinical trial, single-center study, which evaluated one hundred
patients who qualified for carotid revascularization with high risk for surgery and were randomized 1:1 to either CGuard EPS or Acculink TM .
The primary endpoints were incidence and volume of new cerebral embolic post-procedural lesions (24-48 hours) as determined by diffusion
weighted magnetic resonance imaging (DW-MRI). The principal secondary endpoints included incidence of periprocedural or postprocedural
stroke, myocardial infarction and death at 30 days. The 30-day results of the study were presented in a late-breaking session at the
EuroPCR in June 2020 and published (Randomized Controlled Trial of Conventional Versus MicroNet-Covered Stent in Carotid Artery Revascularization,
JACC Cardiovascular Interventions, Vol. 14, November 21, 2021). The conclusion of the study was that the CGuard™ Micronet™-covered
stent use in consecutive unselected patients subjected to neuroprotected carotid artery stenting was associated with a greater than three-fold
reduction in the procedure-generated mean cerebral lesion volume, and with zero post-procedural cerebral embolisms observed. The MicroNet
covered stent significantly reduced periprocedural and abolished post procedural cerebral embolism in relation to a conventional carotid
stent. This is consistent with the MicroNet covered stent’s sustained embolism prevention, translating into cerebral protection
not only during but after carotid artery stenting. The incidence of restenosis and vessel occlusion according to the ICA (internal carotid
artery) ultrasound and the incidence of strokes, myocardial infarctions or deaths between the study arms at 365 days were presented at
the LINC conference in Leipzig, Germany in June, 2022. The 12-month outcomes demonstrated a significantly higher prevalence of the combined
endpoint of death, stroke or myocardial infarctions and in-stent restenosis and vessel occlusion rate in the first generation (single
layer) carotid stent, Acculink TM , versus the MicroNet-Covered Stent, CGuard™.
Key
findings from the study are as follows:
●
Peri
Procedure, the CGuard™ arm was observed to have a 57% reduction in new cerebral lesion average volume per patient (171 mm 3
vs. 73 mm 3 ), a statistically significant improvement (p=0.017) and 222 mm 3 vs. 84 mm 3 (p=0.038);
●
Post
Procedure (24-48 hours), the CGuard™ arm was observed to have a 78% reduction in the average volume of new cerebral lesions
(157 mm 3 vs. 700 mm 3 ), a statistically significant improvement (p=0.007);
●
At
30 days, DW-MRI showed zero new cerebral lessons in the CGuard™ arm versus six in the Acculink™ arm (p=0.03);
●
At
30 days, there were zero strokes, myocardial infarctions or deaths in the CGuard arm and two events the Acculink™ arm (two
strokes);
●
At
365 there were zero cases of restenosis and vessel occlusion in the CGuard™ arm versus 3 cases of restenosis and 1 case of
vessel occlusion in the Acculink™ arm;
●
At
365 days, there were one event in the CGuard arm (one death) and five events the Acculink™ arm (two strokes, two deaths and
one myocardial infarction).
On-going
and Planned Clinical Trials
C-GUARDIANS
C-GUARDIANS
is a prospective, multicenter, single-arm, pivotal study to evaluate the safety and efficacy of the CGuard Carotid Stent System when
used to treat symptomatic and asymptomatic carotid artery stenosis in patients undergoing carotid artery stenting.
The
study completed enrollment in June 2023. The primary endpoint is a composite of: (1) incidence of major adverse events including Death
(all-cause mortality), any Stroke, and Myocardial Infarction (DSMI) through 30-days post index procedure, or (2) ipsilateral stroke from
day 31 to day 365 post-procedure. All events are adjudicated by an independent clinical events committee. The composite index will be
compared to a performance goal based on the observed rate of the two components of the primary endpoint from previous pivotal stent trials
which are considered industry standard. The performance goal will be considered met if the upper bound of the two-sided 95% confidence
interval calculated from the observed primary endpoint rate is < 11.6% and the p-value is less than 0.025.
- 15 -
From
July 2021 to June 2023, 316 patients were prospectively enrolled at 24 sites in the US and the EU and from April 2023 included deployment of the CGuard stent using CGuard
Prime, our next generation CAS stent platform. All CAS procedures were
performed utilizing the CGuard MicroNet TM mesh covered stent and cleared intra-procedural cerebral protection distal
embolic filters or proximal embolic protection with flow cessation, or both. At 30 days, the hierarchical DSMI rate was 0.95% in the
intent to treat (ITT) analysis and 0.63% in the per- protocol (PP) analysis. Three patients experienced major adverse cardiovascular
events by 30-days: one patient who did not take dual antiplatelet therapy (protocol violation) had a major stroke and died and two
other patients had a stroke. There was no myocardial infarction (MI). These results support a potential
“neuroprotective” effect of the CGuard stent from the procedure to 30 days follow-up.
We
expect the primary endpoint at 1-year will be analyzed during the third quarter of 2024 when the last patient enrolled reaches
1-year of follow-up. We anticipate reporting primary endpoint results from the C-GUARDIANS trial in mid 2024 that may support the
submission of a PMA application in the third quarter of 2024 with a view to potential FDA approval of
the CGuard Prime stent system in the first half of 2025.
Early
Feasibility Study of CGuard EPS for Acute Stroke Patients with Tandem Lesions
In
November 2023, we announced the entry into a strategic agreement with the Jacobs Institute at the State University of New York at Buffalo
to execute an early feasibility study of CGuard EPS for the treatment of acute stroke patients with tandem lesions. The study, a prospective,
single center, single-arm, open label, non-blinded study is expected to enroll 15 acute stroke patients across three U.S. sites to assess
the safety and feasibility .of using CGuard EPS to treat acute ischemic stroke patients with tandem lesions. of Dr. Adnan Siddiqui, Vice-Chairman
and Professor of Neurosurgery at the State University of New York at Buffalo, CEO of the Jacobs Institute, is the Principal Investigator
for the study. First patient enrollment is expected in the second quarter of 2024.
C-GUARDIANS
II for SwitchGuard NPS
The
SwitchGuard™ NPS is designed to allow the treating physician to reverse cerebral blood flow during a TCAR procedure. SwitchGuard™
is intended to prevent embolic debris generated during the procedure from traveling to the brain, passing the blood through the filter
housed within the SwitchGuard™ before returning it to the patient to minimize blood loss.
We
plan to submit an IDE to the FDA in the second half of 2024 for C-GUARDIANS II, a multicenter, single-arm, pivotal study to evaluate
the safety and efficacy of the SwitchGuard NPS for providing cerebral embolic protection during carotid artery stenting via the Transcarotid
Artery Revascularization (TCAR) approach. We appointed Patrick Geraghty, M.D., professor of surgery and radiology, section of vascular
surgery at Washington University School of Medicine in St. Louis, MO, and Patrick Muck, M.D., program director and chief of vascular
surgery at Good Samaritan Hospital in Cincinnati, OH, to act as lead principal investigators for the trial.
Additionally,
William Gray, M.D., system chief of the cardiovascular division at Main Line Health in Wynnewood, PA and professor of medicine at Thomas
Jefferson University in Philadelphia, PA, will act as a strategic advisor to the Company.
Future
Clinical Trials
Pre
and post-marketing clinical trials (outside the United States) could be conducted to further evaluate the safety and efficacy of CGuard
EPS in specific indications.
Growth
Strategy
Our
primary business objective is to utilize our proprietary MicroNet technology and products to become the industry standard for the treatment
of carotid disease and prevention of stroke and to provide a superior solution to the common acute problems caused by current stenting
procedures, such as restenosis, embolic showers and late thrombosis. We are pursuing the following business strategies to achieve this
objective.
●
Widen
the adoption of CGuard . We are seeking to expand the population of CGuard patients in those countries in which CGuard is commercially available. In particular, our focus is on establishing CGuard as a viable alternative (in appropriate cases)
to carotid endarterectomy and the use of conventional carotid stents within the applicable medical communities. We intend to accomplish
this goal by continuing to publish and present our clinical data, supporting investigator-initiated clinical registries and exploring
the addition of additional devices to our portfolio, including the SwithchGuard NPS for use in TCAR cases. We have partnered and
will continue to seek out partnerships with organizations focused on the treatment of stroke. We will also continue to engage advisory
boards and to develop a network of key opinion leaders to assist us in our efforts to widen the adoption of CGuard. We aim to
be the only company focusing on both the surgeons and interventionalists who perform both CAS and TCAR procedures.
- 16 -
●
Portfolio
expansion and pipeline development We plan to continue to invest in advancing our portfolio with new delivery system alternatives
to facilitate the use of CGuard and SwitchGuard by all physicians. We believe our delivery systems, if approved, will enable all
endovascular access points including accessory devices for trans carotid artery revascularization .
●
Grow
our presence in existing and new markets for CGuard EPS. We have launched CGuard EPS in most European and Latin American countries
through a comprehensive distributor sales organizations network. We are continuing to focus on larger growing markets through this
network by supporting our distributors with robust marketing and clinical education programs. We plan to continue to evaluate the
transition to a direct selling model in certain currently served distributor markets, increasing our control on the market and gross
profit margins. We are pursuing additional product registrations and distribution contracts with local distributors in other countries
in Europe, Asia and Latin America. In February 2021, we executed a distribution agreement with Chinese partners for the purpose of
expanding our presence in China. Currently, we are seeking strategic partners for a potential launch of CGuard EPS in Japan and other
Asian countries. In addition, we plan to commercialize in the United States through a direct sales organization upon potential PMA
approval of CGuard Prime.
●
CMS
approval of National Coverage Determination (NCD) – On October 11 2023, CMS issued an NCD covering the use of carotid stents
(both CAS and TCAR) for the treatment of both symptomatic and asymptomatic patients either at high- or standard-surgical risk. This
decision significantly increases the available market to endovascular procedures. Previously, only symptomatic patients at high-risk
to surgery were covered through the CMS coverage, NCA - Percutaneous Transluminal Angioplasty (PTA) of the Carotid Artery Concurrent
with Stenting (CAG-00085R8) - Tracking Sheet (cms.gov)
●
Continue
to leverage our MicroNet technology to develop additional applications for interventional cardiologists and vascular surgeons. In
addition to the applications described above, we believe that we will eventually be able to utilize our proprietary MicroNet technology
to address imminent market needs for new product innovations to significantly improve patient care. We continue to broadly develop
and protect intellectual property using our mesh technology. Examples of some areas include peripheral vascular disease and neurovascular
disease.
●
Establish
relationships with collaborative and development partners to fully develop and market our existing and future products. We are
seeking strategic partners for collaborative research, development, marketing, distribution, or other agreements, which could assist
with our development and commercialization efforts for CGuard and other potential products that are based on our MicroNet technology.
Competition
The
markets in which we compete are highly competitive, subject to change and impacted by new product introductions and other activities
of industry participants.
- 17 -
Carotid
With
respect to competition for our carotid embolic prevention system, CGuard EPS, the manufacturers of products used in connection
with CAS procedures in the United States, including a number of large companies, including Abbott Laboratories, Boston Scientific Corporation,
Medtronic and Cordis Corporation. In Europe, in addition to the above-mentioned manufacturers, Terumo Medical Corporation also participates
in the market for products used in connection with CAS procedures. As we develop and seek regulatory approval in the United States and
Europe for our new TCAR neuroprotection system SwitchGuard, and continue to seek greater market share for CGuard, we
expect to compete with Silk Road Medical in the total carotid artery revascularization market that comprises CAS, TCAR and carotid endarterectomy
(“CEA”).
Many
of these companies are larger companies or divisions of publicly-traded companies that have certain competitive advantages, including
greater capital resources, larger customer bases, broader product lines, larger sales forces, greater marketing and management resources,
larger research and development staffs and larger facilities than ours and have established reputations, relationships with our target
customers and worldwide distribution methods that are more effective than ours. However, while there are currently many market participants
in the U.S. carotid stent market, we believe that the European market is somewhat more fragmented for CAS products, and, in our opinion,
smaller competitors may be able to gain market share with greater flexibility and more efficiently than in the United States.
We
believe the principal competitive factors in our market include the following:
●
Strength
of clinical evidence- patient outcomes and adverse event rates;
●
Scale
and effectiveness of commercialization efforts/organizations
●
Acceptance
by treating physicians and referral sources;
●
Physician
learning curve;
●
Ease-of-use
and reliability;
●
Economic
benefits and cost savings;
●
●
Availability
of reimbursement; and
Patient
experience
Sales
and Marketing
Sales
and Marketing
Based
on the positive CGuard EPS clinical data, we initiated the commercial launch of CGuard EPS in CE marked countries in early 2015. In September
2015, we announced full market launch of CGuard EPS in Europe. Since 2017 we have focused on sales of our products through local distribution
partners and our own internal sales initiatives to gain greater reach into all the relevant clinical specialties and to expand our geographic
coverage. Our current strategy seeks to broaden our sales efforts to increase CGuard EPS penetration within the community of interventionalists.
In parallel, we aim at transitioning vascular surgeons from carotid endarterectomy procedures to carotid stenting with CGuard and
accessory devices, which we believe can greatly expand our customer base. We have focused and we plan to continue to focus our marketing
efforts primarily on key growth markets and to evaluate opportunities in new territories as they become available. In addition, we are
using international trade shows and industry conferences to gain market exposure and brand recognition. We continue to work with leading
physicians to enhance our marketing efforts and are developing relationships with new key opinion leaders to champion our technology
and work with us in clinical studies.
Product
Positioning
We
believe that CGuard has potential to become the standard of care in treading carotid artery disease. It is a second-generation stent
with positive patient outcomes demonstrating significant reduction in post-procedural neurological events.
Additionally,
we intend to continue to evaluate potential product and manufacturing enhancements for CGuard expected to reduce cost of goods or
provide the best-in-class performing delivery system and accessory solutions. We believe these improvements may allow us to reduce cost
of goods and increase penetration in our existing geographies and better position us for entry into new markets.
- 18 -
Insurance
Reimbursement
While
most countries have established reimbursement codes for stenting procedures, certain countries may require additional clinical data before
recognizing coverage and/or to obtain a certain level of reimbursement for one or more of our products. In these situations, we intend
to complete the required clinical studies to obtain reimbursement approval in countries where it makes economic sense to do so.
In
October 2023, CMS issued its final National Coverage Determination (“NCD”), expanding coverage of CAS to include both asymptomatic
and standard risk patients, significantly expanding the U.S. CAS addressable market.
Intellectual
Property
Patents
We
have 59 issued patents, including 19 patents issued in the U.S., and 26 pending patent applications, 7 of which are pending in the United
States. Many of these patents and applications cover aspects of our CGuard and MGuard technology. Patents outside the U.S. have been
filed in Canada, China, Europe, Israel, India, Japan, Australia, and South Africa. The patents and applications fall into a number of
patent families, as listed below:
Base
Title of Patent Family
Pending
patent
applications
(Countries)
Issued
patents
(Country
and Patent No.)
Issue
Date
Bifurcated
Stent Assemblies
US
8,961,586
China
ZL200780046676.2
02/24/2015
9/26/2012
Deformable
Tip for Stent Delivery and Methods of Use
US
10,258,491
Israel
260,945
4/16/2019
07/01/2020
Handle
for Two-Stage Deployment of a Stent
US
(cont)
EP
CN
JP
IN
US
11,844,893
12/12/2023
Shunts
with Blood-Flow Indicators
US
(cont)
EP
CN
JP
(allowed)
JP
(divisional)
US
11,844,893
12/19/2023
IN
HK
Device
for Shunting Blood Between the Arterial and Venous Systems
US
EP
CN
JP
IN
HK
Devices
for shunting blood
US
PCT
In
Vivo Filter Assembly
US
9,132,261
09/15/2015
Knitted
Stent Jackets
Canada
2,666,728
Canada
2,887,189
China
ZL200780046697.4
China
ZL201210320950.3
EP
2076212
Germany,
France, & UK
US
10,137,015
India
323792
6/23/2015
5/1/2018
10/10/2012
12/2/2015
3/29/2017
11/27/2018
10/28/2019
- 19 -
Optimized
Stent Jacket
US
(cont)
Canada
2,670,724
Canada
3,013,758
China
ZL201210454357.8
China
ZL200780043259.2
India
297,257
Israel
230,922
US
9,132,003
US
9,526,644
US
9,782,281
US
10,070,976
US
10,406,006
US
10,406,008
US
11,051,959
EP
2088962
(BE,
CH, DE, FR, UK, IT, IE, LX, NL)
EP3292837
(UK,
DE, FR, IE)
12/11/2018
09/14/2021
12/09/2015
01/02/2013
05/30/2018
10/01/2020
09/15/2015
10/10/2017
12/27/2016
09/11/2018
09/10/2019
09/10/2019
07/06/2021
10/11/2017
11/09/2022
Stent
Apparatuses for Treatment Via Body Lumens and Methods of Use
EPO
South
Africa 2007/10751
Canada
2,609,687
Canada
2,843,097
EP
1885281
(CH,
DE, FR, GB, IE, IT)
US
10,932,926
US
10,058,440
US
10,070,977
10/27/2010
4/22/2014
10/27/2015
2/13/2019
03/02/2021
8/28/2018
9/11/2018
Stent
Thermoforming Apparatus and Methods
JP
6553178
US
9,527,234
US
10,376,393
7/12/2019
12/27/2016
8/13/2019
Methods
or using a self-adjusting stent assembly and kits including the same
US
(cont)
EP
IN
CN
(div)
US
11,684,498
China
ZL 2019800679437
06/27/2023
05/03/2022
Intravascular
sheath
US
(provisional)
The
patents and patent applications listed above cover various aspects of our products, specifically focusing on the mesh sleeve covering
our stents, as well as methods for production and delivery mechanisms of the stents. We believe that our patents, in particular those
covering the use of a knitted micron-level mesh sleeve over a stent for various indications, as well as our pending patent applications
(if issued as patents with claims substantially in their present form), create a significant barrier against other companies seeking
to use similar technology. We believe these patents and patent applications collectively cover all our existing products and may be useful
in protecting our future technological developments. We intend to aggressively continue patenting new technologies and to actively pursue
any infringement of our key patents.
- 20 -
Trade
Secrets
We
also rely on trade secret protection to protect our interests in proprietary know-how and/or for processes for which patents are difficult
to obtain or enforce. As part of our trade secret policy, we rely on non-disclosure and confidentiality agreements with employees, consultants
and other parties to protect trade secrets and other proprietary technology.
Trademarks
We
have registered or applied to register the following trademarks, which we use in connection with our products:
●
InspireMD ®
(US, European Union, and UK)
●
MGuard ®
(European Union, and UK)
●
CGuard ®
(US, European Union, and UK)
●
MGuard
Prime ® (European Union, and UK)
●
NGuard ®
(European Union and UK)
●
PVGuard®
(European Union, and UK)
●
Micronet®
(US)
●
(MNP
Micronet Protection logo) (European Union and UK)
●
Carenet®)European
Union and UK)
●
SmartFit™
(US, UK, EP and CN)
●
SmartFit
Logo (EP, UK, CN)
●
CGuard
Prime (EP, UK, US, CN, JP)
●
SwitchGuard
(EP, UK, US, JP)
●
True
North Medical (EP, UK)
●
MicroMesh
logo (EP, UK)
●
Micronet
logo (updated version) (US, EP, UK, JP)
The
trademarks are renewable indefinitely, so long as we continue using the marks and make the appropriate filings when required. We also
use and may have common-law rights to various trademarks, trade names, and service marks.
Government
Regulation
The
manufacture and sale of our products are subject to regulation by numerous governmental authorities, principally the European Union CE
mark and other corresponding foreign agencies.
Sales
of medical devices outside the United States are subject to foreign regulatory requirements that vary widely from country to country.
These laws and regulations range from simple product registration requirements in some countries to complex approval process, clinical
trials and production controls in others. As a result, the processes and time periods required to obtain foreign marketing approval may
be longer or shorter than those necessary to obtain FDA market authorization. These differences may affect the timeliness of international
market introduction of our products. For the European Union nations, medical devices must obtain a CE mark before they may be placed
on the market. In order to obtain and maintain the CE mark, we must comply with EU law on medical devices, which, until May 26, 2021
was governed by the MDD, by presenting comprehensive technical files for our products demonstrating safety and efficacy of the product
to be placed on the market and passing initial and annual quality management system audit as per ISO 13485 standard by a European Notified
Body. We have obtained ISO 13485 quality system certification and CGuard EPS that we currently distribute into the European Union, displays
the required CE mark. In order to maintain certification, we are required to pass an annual surveillance audit conducted by Notified
Body auditors. The European Union replaced the MDD with the new MDR regulation. The MDR entered into force after a transitional period
of three years and a one year extension of that transition period due to the COVID-19 pandemic on May 26, 2021 and which changes several
aspects of the regulatory framework in the European Union. Manufacturers had the duration of the transition period to update their technical
documentation and processes to meet the new requirements in order to obtain a CE Mark. In January 2024, we received CE mark recertification
of CGuard EPS under the MDR.
- 21 -
We
have or had regulatory approval and made sales of CGuard EPS either through distributors pursuant to distribution agreements or directly,
in the countries listed in the table below. While each of the European Union member countries accepts the CE mark as its sole requirement
for marketing approval, some of these countries still require us to take additional steps in order to gain reimbursement rights for our
products. Furthermore, while we believe that certain of the below-listed countries that are not members of the European Union and accept
the CE mark as a primary requirement for marketing approval, each such country requires additional regulatory requirements for final
marketing approval of our products. Furthermore, we are currently targeting additional countries in Europe, Asia, and Latin America;
however, even if all governmental regulatory requirements are satisfied in each such country, we anticipate that obtaining marketing
approval in each country could take as few as three months or as many as twelve months or more, due to the nature of the approval process
in each individual country, including typical wait times for application processing and review, as discussed in greater detail below.
Please
refer to the table below setting forth the approvals and sales made for CGuard EPS on a country-by-country basis
Approvals
and Sales of CGuard EPS on a Country-by-Country Basis*
Countries
CGuard
EPS
Approval
CGuard
EPS
Sales
Argentina
Y
Y
Australia
Y
Y
Austria
Y
Y
Belarus
Y
Y
Belgium
Y
Y
Brazil
Y
Y
Bulgaria
N
N
Chile
Y
Y
Colombia
Y
Y
Croatia
Y
N
Cyprus
Y
Y
Czech Republic
Y
Y
Denmark
Y
N
Dominican Republic
N
N
Ecuador
Y
N
Estonia
Y
Y
Finland
Y
Y
France
Y
Y
Germany
Y
Y
Greece
Y
Y
Netherlands
Y
Y
Hong Kong
N
N
Hungary
Y
N
Iceland
Y
N
India
Y
Y
Ireland
Y
N
Israel
Y
Y
Italy
Y
Y
Kazakhstan
Y
Y
Latvia
Y
Y
Lithuania
Y
Y
Liechtenstein
Y
N
Luxembourg
Y
N
Malaysia
N
N
Malta
Y
N
Mexico
Y
Y
Moldova
Y
Y
Montenegro
N
N
New Zealand
Y
N
Norway
Y
N
- 22 -
Peru
Y
Y
Poland
Y
Y
Portugal
Y
Y
Romania
Y
Y
Russia
Y
Y
Saudi
Arabia
N
N
Serbia
Y
Y
Slovakia
N
N
Slovenia
Y
Y
South
Africa
Y
Y
Spain
Y
Y
Sweden
Y
Y
Switzerland
Y
Y
Turkey
N
N
Taiwan
Y
Y
Venezuela
N
N
Vietnam
Y
Y
Ukraine
Y
Y
United
Kingdom
Y
Y
United
States
N
Y
(1)
(1)
Refers
to CGuard units used in our ongoing FDA trial.
FDA
Government Regulation of Medical Devices for Human Subjects
Many
of our activities are subject to regulatory oversight by the FDA under provisions of the Federal Food, Drug, and Cosmetic Act and regulations
thereunder, including regulations governing the development, marketing, labeling, promotion, manufacturing, and export of medical devices.
FDA
Approval/Clearance Requirements
In
the United States, most Class II or III medical devices must be cleared or approved by the FDA prior to commercialization. Unless an
exemption applies, each medical device that is marketed in the United States must receive either 510(k) clearance or PMA. Medical devices
that are class II devices receive 510(k) clearance are “cleared” by the FDA to market, distribute, and sell in the United
States. Medical devices that are class III devices obtain a premarket approval by the FDA are “approved” to market, distribute,
and sell in the United States, after FDA performs an on-site audit at the company premises.
Class
I devices are those for which safety and effectiveness can be assured by adherence to the FDA’s general regulatory controls
for medical devices, or the General Controls, which include compliance with the applicable portions of the FDA’s quality system
regulations, facility registration and product listing, reporting of adverse medical events, and appropriate, truthful and non-misleading
labeling, advertising, and promotional materials. Some Class I devices also require premarket clearance by the FDA through the 510(k)
process described below.
Class
II devices are required to file a Premarket review of 510(k) application that may also require General Controls, and any other special controls as deemed necessary by the FDA to ensure the safety and effectiveness of the
device. Pursuant to the
Medical Device User Fee and Modernization Act of 2002 (MDUFMA), as of October 2002, unless a specific exemption applies, 510(k)
submissions are subject to user fees. Certain Class II devices are exempt from this premarket review process.
- 23 -
Class
III includes devices with the greatest risk. Devices in this class must demonstrate safety and efficacy requirements. In addition, Class III devices cannot generally be marketed until they receive a premarket
approval. The safety and effectiveness of Class III devices cannot be assured solely by the General Controls and the other
requirements described above. These devices require formal clinical studies to demonstrate safety and effectiveness. Under MDUFMA,
PMAs (and supplemental PMAs) are subject to significantly higher user fees than 510(k) applications, and they also require
considerably more time and resources.
The
FDA decides whether a device line must undergo either the 510(k) clearance or premarket approval based on statutory criteria that
utilize a risk-based classification system. Premarket approval is the FDA process of scientific and regulatory review to evaluate
the safety and effectiveness of Class III medical devices and, in many cases, Class II medical devices. Class III devices are those
that support or sustain human life, are of substantial importance in preventing impairment of human health, or which present a
potential, unreasonable risk of illness or injury. The FDA uses these criteria to decide whether a premarket approval or a 510(k) is
appropriate, including the level of risk that the agency perceives is associated with the device and a determination by the agency
of whether the product is a type of device that is similar to devices that are already legally marketed. Devices deemed to pose
relatively less risk are placed in either Class I or II. In many cases, the FDA requires the manufacturer to submit a 510(k)
requesting clearance (also referred to as a premarket notification), unless an exemption applies. The 510(k) must demonstrate that
the manufacturer’s proposed device is “substantially equivalent” in intended use and in safety and effectiveness
to a legally marketed predicate device. A “predicate device” is a pre-existing medical device to which equivalence can
be drawn, generally by a Class II device that was in commercial distribution before May 28, 1976, for which the FDA has not yet
called for submission of a PMA. A product that lacks a predicate device will default to a Class III device, although a company may
seek to submit a De Novo classification request, rather than a PMA. The De Novo request allows a regulatory pathway to classify
novel medical devices and FDA will determine which category is appropriate for that device and for which general controls alone, or
general and special controls, provide reasonable occurrence of safety and effectiveness for the intended use, but for which there is
no legally marketed predicate device.
Premarket
Approval Pathway
Our
CGuard Carotid Stent System is classified as a Class III medical device (considered a PMA) by the FDA. Class III medical devices are generally the
highest risk devices and are therefore subject to more rigorous regulatory requirements by the FDA, since the FDA process of
premarket approval involves scientific and regulatory review to evaluate the safety and effectiveness of Class III medical devices
for the purpose(s) intended. The FDA will either approve or deny a premarket approval application and we cannot market a device
until the FDA approves a premarket approval application.
A
PMA must be supported by extensive data including, but not limited to, analytical, preclinical, clinical trials, manufacturing,
statutory preapproval inspections, and labeling to demonstrate to the FDA’s satisfaction the safety and effectiveness of the
device is safe and effective for its intended use. Before a premarket approval application is submitted, a manufacturer must
generally apply for an Investigational Device Exemption (IDE) to conduct clinical trials. If the device presents a
“significant risk,” as defined by the FDA, to human health, the FDA requires the device sponsor to file an IDE
application with the FDA and obtain IDE approval prior to initiation of broader human clinical trials.
The
IDE application must be supported by appropriate data, such as analytical, animal and laboratory testing results, manufacturing information,
and an Investigational Review Board (IRB) approved protocol showing that it is safe to test the device in humans and that the testing
protocol is scientifically sound, as well as ensuring patient informed consent is obtained.
A
clinical trial may be suspended by either the FDA or the IRB at any time for various reasons, including a belief that the risks to the
study participants outweigh the benefits of participation in the study. Even if a study is completed, clinical testing results may not
demonstrate the safety and efficacy of the device, or they may be equivocal or otherwise insufficient to obtain approval of the product
being tested. After the clinical trials have been completed, if at all, and the clinical trial data and results are collected and organized,
a manufacturer may complete a premarket approval application.
- 24 -
Following
the IDE, a PMA application must be prepared and after a PMA is sufficiently complete, then the FDA will accept the application and
begin an in-depth review of the submitted information. By statute, the FDA has 180 days to review the “accepted
application,” although, generally, review of the application can take between one and three years, but it may take
significantly longer. During this review period, the FDA may request additional information or clarification of information already
provided. Also, during the review period, an advisory panel of experts from outside the FDA may be convened to review and evaluate
the application and provide recommendations to the FDA as to the approvability of the device. The preapproval inspections conducted
by the FDA include an evaluation of the manufacturing facility to ensure compliance with the Quality Systems Regulations, as well as
inspections of the clinical trial sites by the Bioresearch Monitoring group to evaluate compliance with good clinical practice and
human subject protections. New premarket approval applications or premarket approval supplements are required for modifications that
affect the safety or effectiveness of the device, including, for example, certain types of modifications to the device’s
indication for use, manufacturing process, labeling and design. Significant changes to an approved premarket approval require a
180-day supplement, whereas less substantive changes may utilize a 30-day notice, or a 135-day supplement. Premarket approval
supplements often require submission of the same type of information as a premarket approval application, except that the supplement
is limited to information needed to support any changes from the device covered by the original premarket approval application, and
it may not require as extensive clinical data or the convening of an advisory panel.
510(k)
Clearance Pathway
We
do not currently market, distribute, or sell any products that have market clearance by the FDA under its 510(k) process. If, in the
future, we develop products where 510(k) clearance is required, we would be required to submit a 510(k) demonstrating that such proposed
devices are substantially equivalent to a respective previously cleared 510(k) device or a device that was in commercial distribution
before May 28, 1976, for which the FDA has not yet called for the submission of 510(k). The FDA’s 510(k) clearance pathway usually
takes from three to twelve months but could take longer. In some cases, the FDA may require additional information, including clinical
data, to make a determination regarding substantial equivalence.
If
a device receives 510(k) clearance, any modification that could significantly affect its safety or effectiveness, or that would constitute
a new or major change in its intended use, will require a new 510(k) clearance or, depending on the modification, a premarket approval.
The FDA requires each device manufacturer to determine whether the proposed change requires submission of a new 510(k) or a premarket
approval, but the FDA can review any such decision and can disagree with a manufacturer’s determination. If the FDA disagrees with
a manufacturer’s determination, the FDA can require the manufacturer to cease marketing and/or recall the modified device until
510(k) clearance or premarket approval of the modified device is obtained.
Pervasive
and Continuing FDA Regulation
A
host of regulatory requirements apply to our approved devices, including the quality system regulation (which requires manufacturers
to follow elaborate design, testing, control, documentation and other quality assurance procedures), the Medical Device Reporting regulations
(which require that manufacturers report to the FDA specified types of adverse events involving their products), labeling regulations,
and the FDA’s general prohibition against promoting products for unapproved or “off-label” uses. Class II devices also
can have special controls such as performance standards, post-market surveillance, patient registries, and certain FDA guidelines do
apply to Class I devices.
A
noncomprehensive list of the regulatory requirements that apply to our approved products classified as medical devices include:
●
product
listing and establishment registration, which helps facilitate FDA inspections and other regulatory action;
●
Quality
Systems Regulations, which requires manufacturers, including third-party manufacturers, to follow stringent design, testing, control,
documentation and other quality assurance procedures during all aspects of the development and manufacturing process;
- 25 -
●
labeling
regulations and FDA prohibitions against the promotion of products for uncleared, unapproved or off-label use or indication;
●
clearance
of product modifications that could significantly affect safety or efficacy or that would constitute a major change in intended use
of one of our cleared devices (if obtained);
●
approval
of product modifications that affect the safety or effectiveness of one of our cleared devices (if obtained);
●
medical
device reporting regulations, which require that manufacturers comply with FDA requirements to report if their device may have caused
or contributed to a death or serious injury, or has malfunctioned in a way that would likely cause or contribute to a death or serious
injury if the malfunction of the device or a similar device were to recur;
●
post-approval
restrictions or conditions, including post-approval study commitments;
●
post-market
surveillance regulations, which apply when necessary to protect the public health or to provide additional safety and effectiveness
data for the device;
●
the
FDA’s recall authority, whereby it can ask, or under certain conditions order, device manufacturers to recall from the market
a product that is in violation of governing laws and regulations;
●
regulations
pertaining to voluntary recalls; and,
●
notices
of corrections or removals.
At
this time, we have not registered as an establishment with the FDA. If we are approved or cleared to manufacture, prepare, or
process a device in the United States, we and any third-party manufacturers that we may use will be required to register our
establishments with the FDA. In addition, we and our manufacturing facilities will be subject to FDA inspections for compliance with
the FDA’s Quality System Regulation. Additionally, some of our subcontractors may also be subject to FDA announced and
unannounced inspections for compliance with the FDA’s Quality System Regulation and assurances that the Company is marketing
appropriately the indications for use of the product. These regulations will require that we manufacture our products and maintain
our documents in a prescribed manner with respect to design, manufacturing, testing and quality control activities and ensure that marketing materials and promotion are in compliance. As a medical
device manufacturer, we will further be required to comply with FDA requirements regarding the reporting of adverse events
associated with the use of our medical devices, as well as product malfunctions that would likely cause or contribute to death or
serious injury if the malfunction were to recur. FDA regulations also govern product labeling and prohibit a manufacturer from
marketing a medical device for unapproved applications.
U.S.
Healthcare Laws and Regulations
In
addition to the FDA regulations, there are a variety of other healthcare laws and regulations to which we may be subject if any of
our products are marketed, sold, distributed, and/or utilized in the United States. In the United States, we may be subject to the
oversight of FDA, Office of the Inspector General within the Department of Health and Human Services (OIG), the Center for Medicare
and Medicaid Services (CMS), the Department of Justice (DOJ), in addition to others. We supply products that may be reimbursed by
federally funded programs such as Medicare. As a result, our activities may be subject to regulation by CMS and potential
enforcement by CMS, OIG and DOJ. Of specific note are federal and state fraud and abuse laws, which prohibit the payment or receipt
of kickbacks, bribes or other remuneration, including the offer or solicitation of such payment, intended to induce or reward the
purchase, recommendation or generation of business involving healthcare products any item or service payable by a health-care
program. Other provisions of federal and state laws prohibit presenting, or causing to be presented, to third party payors
(including, government programs, such as Medicare and Medicaid) for reimbursement, claims that are false or fraudulent, or which are
for items or services that were not provided as claimed. In addition, other healthcare laws and regulations may apply, such as
transparency and reporting requirements and privacy and security requirements. Violations of these laws can lead to civil and
criminal penalties, including exclusion from participation in federal and state healthcare programs, any of which could have a
material adverse effect on our business. These laws are potentially applicable to manufacturers of products regulated by the FDA as
medical devices, such as us, and hospitals, physicians and other institutional or individual providers that may refer or purchase
such products. The healthcare laws that may be applicable to our business or operations include, but are not limited to:
●
The
federal Anti-Kickback Statute, which prohibits a person from knowingly and willfully offering, soliciting or receiving any remuneration,
directly or indirectly, overtly or covertly, in cash or in kind, in return for or to induce referring or recommending an individual
to another person to receive items or services or to purchase, lease, order, or arrange for any good, facility, item or service payable
in whole or in part under a Federal health care program;
- 26 -
●
Federal
false claims laws and civil monetary penalty laws, including the False Claims Act, prohibit, among other things, individuals or entities
from knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid or other government healthcare
programs that are false or fraudulent, or making a false statement to avoid, decrease or conceal an obligation to pay money to the
federal government. The False Claims Act imposes liability on any person or entity that, among other things, knowingly presents,
or causes to be presented, a false or fraudulent claim for payment by a federal health care program, knowingly makes, uses or causes
to be made or used, a false record or statement material to a false or fraudulent claim, or knowingly makes a false statement to
avoid, decrease or conceal an obligation to pay money to the U.S. federal government. The federal Civil Monetary Penalties Law prohibits,
among other things, the offering or transferring of remuneration to a Medicare or Medicaid beneficiary that the person knows or should
know is likely to influence the beneficiary’s selection of a particular supplier of Medicare or Medicaid payable items or services;
●
The
federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which includes provisions that prohibit
knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or obtain, by means
of false or fraudulent pretenses, representations, or promises, any of the money or property owned by, or under the custody or control
of, any healthcare benefit program, and for knowingly and willfully falsifying, concealing or covering up a material fact or making
any materially false statements in connection with the delivery of or payment for healthcare benefits, items or services;
●
HIPAA,
as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, and its implementing regulations, including privacy protection that
impose obligations and requirements on healthcare providers, health plans, and healthcare clearinghouses as well as their respective
business associates that perform certain services for them that involve the use or disclosure of individually identifiable health
information, with respect to safeguarding the privacy and security of certain individually identifiable health information;
●
The
federal transparency requirements under the Affordable Care Act, including the provision commonly referred to as the Open Payments
Act or Physician Payments Sunshine Act, which requires certain manufacturers of drugs, devices, biologics and medical supplies that
are reimbursable under Medicare, Medicaid or Children’s Health Insurance Program to report annually to Centers for Medicare
and Medicaid Services, or CMS, information related to payments and other transfers of value to physicians and teaching hospitals,
and ownership and investment interests held by physicians and their immediate family members; and
●
Analogous
state and foreign laws and regulations, such as state anti-kickback and false claims laws, which may be broader in scope and apply
to referrals and items or services reimbursed by both governmental and non-governmental third-party payors, including private insurers,
many of which differ from each other in significant ways and often are not preempted by federal law, thus complicating compliance
efforts.
Customers
Our
customer base is varied. We currently have distribution agreements for our CE mark-approved CGuard EPS with medical product distributors
based in Europe, the Middle East, Asia Pacific and Latin America. We are currently in discussions with additional distribution companies
in Europe, Asia, and Latin America.
- 27 -
Our
distribution agreements stipulate that, while we shall assist in training by providing training materials, marketing guidance, marketing
materials, and technical guidance, each distributor will be responsible for carrying out local registration, sales and marketing activities.
In addition, in most cases, all sales costs, including sales representatives, incentive programs, and other marketing activities, will
be borne by the distributor. Under current agreements, distributors purchase stents from us at a fixed price. Our current agreements
with distributors are generally for a term of two to three years.
On
February 3, 2021, we entered into a Distribution Agreement with three China-based partners, pursuant to which the Chinese partners will
be responsible for conducting the necessary registration trials for commercial approval of our products in China, followed by an exclusive
distribution right to sell our products in China. Under the Distribution Agreement, the China-based partners will be subject to minimum
purchase obligations.
Manufacturing
and Suppliers
The
polymer fiber for MicroNet is supplied by Biogeneral, Inc., a San Diego, California-based specialty polymer manufacturer for medical
and engineering applications.
Our
catheter supplier for CGuard EPS supplies us with catheters that help create the base for our CGuard EPS stents. Our agreement with the
supplier may be terminated by us upon eight months’ notice. On September 17, 2019, we amended the agreement with the supplier so
that we are responsible for purchasing and handling inventory of components used in the manufacturing of CGuard EPS catheters, and they
are responsible for the manufacturing process.
Our
catheter supplier for CGuard Prime supplies us with catheters that help create the base for our CGuard Prime stent system. Our agreement
with the supplier which may be terminated by us upon 9 months’ notice, calls for non-binding minimum orders.
We
manufacture our CGuard EPS and our CGuard Prime at our own facility. The self-expanding bare-metal stents for our CGuard EPS and our
CGuard Prime are being manufactured and supplied by a third-party. Our agreement with the supplier for the production of electro polished
L605 bare-metal stents for CGuard EPS and CGuard Prime is priced on a per-stent basis, subject to the quantity of stents ordered. The
complete assembly process for CGuard EPS and CGuard Prime, including knitting and securing the sleeved to the stent and the crimping
of the sleeved stent in to a delivery catheter, is done at our Israel manufacturing site. Once CGuard EPS and CGuard Prime have been
assembled, they are sent for sterilization in a third-party facility in Israel, and then back to our facility for final packaging and
distribution.
A
CGuard EPS and CGuard Prime consists of a CGuard stent and the delivery system. Each CGuard stent is manufactured from two main components,
a self-expending nickel-titanium stent and the mesh polymer. This material is readily available and we acquire it in the open market.
The mesh is made from polyethylene terephthalate (polyester). We have patent rights that cover the proposed CGuard stent with mesh. During
2022 our mesh supplier informed us that it will not be able to supply the polymer fiber in the future due to issues with raw materials,
therefore we purchased inventory which should be sufficient to support our production needs until the end of 2026. We are currently testing
a different source of PET showing equivalent mechanical properties of the original raw material. BioGeneral will produce the fiber from
the new PET: samples were already produced for preliminary R&D testing. Complete validation process will take up to 18 months. The
delivery system for CGuard is made out of polymer tubes we acquire from an original equipment manufacturer. In the event that our supplier
can no longer supply this material, we would need to qualify another supplier, which could take up to a year. In addition, in order to
retain the approval of the CE mark, we are required to perform periodic audits of the quality control systems of our key suppliers in
order to ensure that their products meet our predetermined specifications.
- 28 -
Human
Capital Management
As
of December 31, 2023, we had 66 employees, 65 full-time and 1 part-time, consisting of 5 in executive management, 6 in research and development,
10 in quality assurance and compliance, 5 in finance and accounting, 26 in operations/production, 11 in sales, marketing and clinical,
and 3 in all other miscellaneous roles, Human resources, and administration. Except for 5 of our employees in Europe, our employees are
not party to any collective bargaining agreements. We do not expect the collective bargaining agreements to which our employees are party
to have a material effect on our business or results of operations. We also employ 2 independent contractors in Poland and 1 in Brazil.
We
believe that our future success will depend, in part, on our continued ability to attract, hire and retain qualified personnel. In particular,
we depend on the skills, experience and performance of our senior management and research personnel. We compete for qualified personnel
with other medical device, biotechnology, pharmaceutical and healthcare companies, as well as universities and non-profit research institutions.
We
provide competitive compensation and benefits programs to help meet the needs of our employees. In addition to salaries, these programs
(which vary by country/region and employment classification) include incentive compensation plan, pension, healthcare and insurance benefits,
paid time off, family leave, and on-site services, among others. We also use targeted equity-based grants with vesting conditions to
facilitate retention of personnel, particularly for our key employees.
We
consider our relations with our employees to be good.