Total Brain (ASX:TTB) is the developer of a neuroscience-based mental health and fitness platform powered by the largest standardized neuroscientific database in the world formed over almost two decades. The company has announced that it has reached a binding agreement to sell its assets to US private-equity backed group SonderMind for US$10m. The purchase price is less: any debt-funding provided by SonderMind to underpin Total Brain’s working capital requirements until completion of the proposed transaction; the value of assumed employee entitlements for those employees who accept SonderMind’s offer of employment; and an agreed adjustment of approximately US$0.133m in tax liabilities. SonderMind has already made available US$0.5m to Total Brain via a letter of credit which the company has fully drawn and an additional US$2.0m may be made available to the company should funds be required prior to completion. Subject to shareholder approval of the sale, the company intends to pay out outstanding liabilities and fees, including the $1.28m convertible note held by shareholder Zoltan Varga, and following these payments, conduct a share-buyback to enable shareholders to liquidate their investment in the company. On completion of the share buyback, Total Brain will apply to the ASX for de-listing and commence the winding-up process. The directors of the company have unanimously recommended that Total Brain shareholders vote in favour of the proposed transaction.
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Binding agreement to sell assets to SonderMind
- Published:
08 Aug 2022 -
Author:
Finola Burke -
Pages:
4
Total Brain (ASX:TTB) is the developer of a neuroscience-based mental health and fitness platform powered by the largest standardized neuroscientific database in the world formed over almost two decades. The company has announced that it has reached a binding agreement to sell its assets to US private-equity backed group SonderMind for US$10m. The purchase price is less: any debt-funding provided by SonderMind to underpin Total Brain’s working capital requirements until completion of the proposed transaction; the value of assumed employee entitlements for those employees who accept SonderMind’s offer of employment; and an agreed adjustment of approximately US$0.133m in tax liabilities. SonderMind has already made available US$0.5m to Total Brain via a letter of credit which the company has fully drawn and an additional US$2.0m may be made available to the company should funds be required prior to completion. Subject to shareholder approval of the sale, the company intends to pay out outstanding liabilities and fees, including the $1.28m convertible note held by shareholder Zoltan Varga, and following these payments, conduct a share-buyback to enable shareholders to liquidate their investment in the company. On completion of the share buyback, Total Brain will apply to the ASX for de-listing and commence the winding-up process. The directors of the company have unanimously recommended that Total Brain shareholders vote in favour of the proposed transaction.