Looking into things a little further, I found that on the 21/06/2019 Angel Medical Systems entered into a Distribution Agreement with Jasper Capital as per the below details:
"Angel Medical Systems, Inc. (AngelMed) is pleased to announce that the company has entered into a long-term distribution agreement with Jasper Capital, Ltd. of Singapore, already a major investor in the company, for the Guardian System, the world’s first FDA-approved implantable cardiac monitor and patient alerting system for acute coronary syndromes (ACS). The multi-year distribution agreement covers Australia, Japan, Hong Kong, Indonesia,Singapore, Thailand, Malaysia, India, and Turkey. These countries represent a combined population of nearly 2 billion people where cardiovascular disease (including heart attacks) is the number one killer. The terms call for minimum sales of more than 35,000 devices to be sold by Jasper over the life of the Agreement. Angel Medical Systems CEO Dr. David Fischell released the following statement: “This distribution agreement will have a significant positive impact on the future of AngelMed. We are so excited to begin the process of introducing the Guardian System to the people around the world who are suffering with advanced cardiovascular disease.” The agreement also contains a commitment by Jasper Capital and its affiliates to bear the costs associated with obtaining regulatory approvals, reimbursement, and supporting product sales in the target countries. As part of the agreement, Jasper has committed to lead a significant investment in AngelMed. AngelMed and Jasper have already begun the process to initiate the first Asia Pacific implants by early 2020." - source: http://www.angel-med.com/2019/06/25/angelmedical-distribution-apac/
"Hydrix is pleased to confirm Jasper Capital Ltd has novated its distribution rights for the AngelMed Guardian System to Hydrix, and Hydrix has entered into a new distribution agreement directly with AngelMed.Under this agreement, AngelMed appointed Hydrix as exclusive distributor of the Guardian System in the following countries: Japan, Singapore, Australia, Indonesia, Hong Kong, Malaysia, New Zealand and Thailand. Hydrix has the right to appoint sub-distributors in any of these countries.The initial term of the agreement is seven years, with an option to renew for a further two years. The distribution agreement may be terminated prior to its expiry by either party for cause. Hydrix is responsible for marketing the Product, and meeting an agreed number of Product implants and securing full Regulatory approval in a number of jurisdictions within certain time periods."
"Since the date of the Acquisition Agreement between Jasper and Hydrix announced on 2 October 2019, the parties agreed to vary the structure of the consideration payable under the agreement, and associated commercial milestones and timeframes. The final terms of the consideration are set out in the Appendix."
"To solidify the long-term commercial interests of both AngelMed and Hydrix, Hydrix has today subscribed for a 4.6% equity investment in AngelMed for US$1 million. The consideration of the investment is US$0.5 million paid in cash today to AngelMed and a further US$0.5 million of services in-kind granted to AngelMed under the Services Agreement."
Based on these announcement it appears that Hydrix has a 4.6% equity investment in AngelMed which came at a cost of US$1 million. In addition to this, Hydrix has agreed to the following "costs" in order to acquire the distribution agreement for AngelMed's Guardian device from Jasper Capital:
1) 3 million Hydrix shares are to be issued to Jasper upon completion of the Acquisition Agreement - voluntary 2 year escrow period 2) Tranche 1: 4.5 million new Hydrix shares will be issued to Jasper upon FDA approval of AngelMed’s next generation Product containing the new upgraded longer-life battery. 3) Tranche 2: 5 million new Hydrix shares and USD$1 million will be payable upon receipt of applicable regulatory approvals required for the distribution of the Product in either Australia or Singapore, and the completion of five commercial implants of the Product that receive reimbursement in either or both of those countries. These milestones must be completed by 31 October 2021 (extendable to 31 March 2022) for the Tranche 2 consideration to be payable. 4) Tranche 3: 2.5 million new Hydrix shares and USD$1 million will be payable upon receipt of applicable regulatory approvals required for the distribution of the Product in Japan, Australia and a third country (one of Hong Kong, Malaysia, Indonesia or Thailand), and the completion of one commercial implant of the Product that receives reimbursement in any of those countries. These milestones must be completed by 31 March 2022 (extendable to 30 September 2022) for the Tranche 3 consideration to be payable. In addition, the Tranche 3 consideration will be payable no earlier than 31 March 2022, even where the milestones are satisfied prior to that date.
I'm not sure how this will all play out but it appears that Jasper Capital and Angel Medical Systems have got them selves a pretty good deal... while Hydrix on the other hand gets to cover all the costs of the Distribution Agreement in exchange for 4.6% equity in Angel Medical which was obtained at a cost of US$1 million... for some reason this whole deal appears a little lack lustre after reading through these announcements...
Also, while looking into the distribution agreement details I found the following articles which may worth reviewing for anyone thinking long term:
