OVENTUS MEDICAL LIMITED (ASX.OVN)

The company has been deregistered as of 19/09/2024

The person or personnel who were appointed Liquidator or Provisional Liquidator of the company's assets have resigned or been removed.

ASIC is advised that the liquidator has completed the creditors' voluntary winding-up process.

The liquidator reports on their activities during the creditors' voluntary winding-up of the company.

delisted at entity's request under Listing Rule 17.11

we understand this company failed and the administrators requested it be removed from listing following the sale of all assets and a determination that there will be no return to creditors or shareholders

The Administrators have now completed their processes for the sale of all assets of Oventus Medical and have determined that there will be no return to creditors nor shareholders of Oventus Medical. Accordingly, there is no benefit in the continued listing of Oventus Medical on the ASX.

Oventus Medical has completed the sale of 100% of the issued share capital in Oventus Manufacturing to Crystalaid Manufacture Pty Ltd. The shares in Oventus Manufacturing were sold on an "as is where is" basis with no warranties and were sold for $10,000, with Crystalaid making a contribution to a Deed Fund under the DOCA in the amount of $430,000.

At a meeting of creditors of Oventus Manufacturing convened pursuant to section 439A of the Corporations Act 2001 (Cth) and held on 19 January 2023, the creditors resolved to accept a Deed of Company Arrangement as proposed by the Administrators. The DOCA has now been executed within the time required. Oventus Medical has entered into a share sale and purchase agreement to sell 100% of the issued share capital in Oventus Manufacturing to Crystalaid Manufacture Pty Ltd. The shares in Oventus Manufacturing will be sold for $10,000, and Crystalaid will make a contribution to a Deed Fund under the DOCA in the amount of $430,000. The shares in Oventus Manufacturing will be sold on an "as is where is" basis with no warranties. It is anticipated that the Share Purchase Agreement will complete on 17 February 2023.

Oventus Medical has sold all of its intellectual property rights to Canadian corporation Open Airway Dental Solutions Ltd Corporation No. 1429154-9 based in Toronto. The sale includes all intellectual property held by Oventus Medical and Oventus Manufacturing including Oventus Medical's worldwide portfolio of patents and trade marks. The manufacturing licence previously granted by Oventus Medical to Oventus Manufacturing has been novated to OADSL. The purchase price paid by OADSL was AUD$500,000. The intellectual property rights were sold on an "as is where is" basis with no warranties.

The company notifies ASIC of the appointment or cessation of a director or company secretary.

At a meeting of creditors of Oventus Medical convened pursuant to section 439A of the Corporations Act 2001 (Cth) and held on 19 January 2023, the creditors resolved that Oventus Medical enter liquidation. Oventus Medical has entered into an agreement to sell all of its intellectual property rights to Canadian corporation Open Airway Dental Solutions Ltd Corporation No. 1429154-9 based in Toronto. The sale will include all manufacturing intellectual property previously held by Oventus Manufacturing and Oventus Medical Limited's worldwide portfolio of patents and trade marks. At a meeting of creditors of Oventus Manufacturing convened pursuant to section 439A of the Corporations Act 2001 (Cth) and held on 19 January 2023, the creditors resolved to accept a Deed of Company Arrangement as proposed by the Administrators. The DOCA will be executed within the time required by the Corporations Act 2001 (Cth). The Deed Administrators of Oventus Manufacturing are Michael McCann and Graham Killer. At a meeting of creditors of Oventus CRM convened pursuant to section 439A of the Corporations Act 2001 (Cth) and held on 19 January 2023, the creditors resolved that Oventus CRM enter liquidation.

Graham Killer and Michael McCann of Grant Thornton are appointed as Joint and Several Liquidators.

The Administrators have now convened a meeting of creditors of the Companies and issued an accompanying report.

The recapitalisation strategy being undertaken by the Company has been discontinued. The Company will continue in voluntary administration and the Administrators will consider opportunities for an alternative transaction.

On 2 November 2022, Oventus Manufacturing entered into an exclusive Dental Support Organization Distribution Agreement with its Canadian dental clinical partner, Open Airway Dental Solutions Ltd. Under the terms of the Canadian Distribution Agreement, Oventus Manufacturing has appointed OADSL as the exclusive wholesale distributor of the Oventus products in all provinces of Canada. The Canadian Distribution Agreement commenced on execution and has a fixed term of 5 years, unless terminated earlier.

On 24 October 2022, the Administrators issued a letter to creditors of Oventus. The Creditor Letter details that the Administrators are shortly to commence the formal adjudication of creditors' claims and enclosed a proof of debt form.

It is anticipated that the Appendix 4C (for the quarters ended 30 June 2022 and 30 September 2022), 4E (Preliminary Financial Report) and audited annual financial report will be lodged with the ASX on or before 4 November 2022.

On 12 September 2022, the Administrators issued an update to the creditors of Oventus. The Administrators, after their appointment, conducted a process seeking expressions of interest in the purchase or acquisition of the Companies and / or their assets. Several parties expressed interest in various elements of the Companies. The Administrators are continuing to work with the preferred party on this recapitalisation strategy with the ultimate aim of paying in full claims of the creditors of the Australian entities, being the Companies, and returning value to shareholders. It is envisaged that a capital raise will occur concurrently with a DOCA, which, in due course, will be presented to creditors and voted on at the second meetings of creditors. It is anticipated that this meeting of creditors may be held between November and December 2022, subject to the timetable for the capital raising process. Oventus has now entered into four convertible loan agreements with entities associated with the preferred party, borrowing funds totalling $400,000. In light of the recapitalisation strategy, the Administrators have undertaken a review of the trading arrangements of the Oventus Group and are taking active steps to adjust these arrangements, including the re-negotiation of key trading contracts. Steps have also been taken to reduce the operational costs throughout the wider Oventus Group again with the view to supporting future trading arrangements.

The company releases a notification regarding unquoted securities.

The company releases a notice of proposed issue of securities.

The Administrators have reduced cost outlays and focused on preserving the value of the key assets of Oventus and its subsidiaries and operational infrastructure. Five key staff have been retained in Australia to maintain the core operations of the Oventus Group. The Administrators have undertaken a review of the trading arrangements of the Oventus Group and are taking active steps to adjust these arrangements, including the re-negotiation of key trading contracts. The Administrators are continuing to work on a recapitalisation strategy with the aim of returning value to shareholders. It is envisaged that a capital raise will occur concurrently with a Deed of Company Arrangement to also facilitate a return to creditors. It is proposed to restructure the management of Oventus to take the business forward following completion of the Voluntary Administration. A new Board of directors is currently being considered. It is anticipated that the Appendix 4E (Preliminary Financial Report) will be lodged with the ASX on or before 30 September 2022.

The company releases a notification regarding unquoted securities.

The company releases a notice of proposed issue of securities.

Under Listing Rule 17.6, an entity (if not already suspended) that had not paid its annual listing fees by close of business on Friday, 19 August 2022 would have its securities suspended from Official Quotation before the commencement of trading on Monday, 22 August 2022. The following entity has failed to pay to ASX Limited the annual listing fees for the year ending 30 June 2023, and each entity's securities are already suspended from quotation. Under Listing Rule 17.15, any entity that has not paid its annual listing fees as required by Listing Rule 16.5 by 5.00 pm AEST on Friday, 26 August 2022 will be removed from the Official List with effect from the close of trading on Friday, 26 August 2022.

The odgment on the ASX of the Quarterly Activities Report and the Appendix 4C for the financial quarter ended 30 June 2022 will be delayed to allow the Administrators sufficient time to finalise their review. It is anticipated that the Quarterly Activities Report and the Appendix 4C will be lodged with the ASX on or before 30 September 2022.

The Administrators give notice that Oventus intends to rely on the relief granted under the Instrument in respect of the requirements to report to members or lodge with ASIC audited annual financial reports for the period ended 30 June 2022. Oventus is not required to lodge with ASIC and report to members its audited financial reports for the financial year ended 30 June 2022 until the end of the Deferral Period. The Company's AGM y is deferred until at least 2 months from the end of the Deferral Period.

The Federal Court of Australia has today granted an extension of the period by which the Administrators must convene the second meeting of creditors as defined in section 439A(5)(b) of the Corporations Act 2001 (Cth) to no later than 12 January 2023. This will allow sufficient time for the completion of any proposed recapitalisation of Oventus.

On 6 July 2022, the administrators will commence a process to invite expressions of interest for the recapitalisation or purchase of the business and/or assets of Oventus and its subsidiary companies. All non-binding offers are due by 5:00pm (AEST) on 27 July 2022.

Oventus has appointed Michael McCann and Graham Killer of Grant Thornton as voluntary administrators of Oventus. An initial meeting of creditors is to be held within eight (8) business days of the date of appointment.

The securities of Oventus Medical Limited will be suspended from quotation immediately under Listing Rule 17.2, at the request of OVN, pending the release of an announcement regarding the appointment of a sufficient number of directors to comply with section 201A(2) of the Corporations Act 2001(Cth).

The suspension of trading in the securities of Oventus Medical Limited will be lifted immediately, following the release by OVN of an announcement regarding its capital raising.

The company releases a notice of Proposed issue of Securities.

The company releases a prospectus for a non-renounceable pro rata offer of 1 fully paid ordinary share in the company for every 4.4 shares held by shareholders registered at 5.00pm (AEST) on 18 May 2021 at an offer price of $0.12 per new share with one free attaching option exercisable at $0.24 each on or before the day that is 24 months after the date of issue for every two new shares issued.

Firm commitments received for a two tranche Placement reflecting strong support from existing and new institutional and sophisticated investors to raise approximately $5 million. A fully underwritten 1 for 4.4 pro-rata non-renounceable Entitlement Offer launched to raise approximately $5 million to acquire shares at the same price as the placement. Investors who participate in the Placement and Entitlement Offer will receive a free attaching unquoted option on a 1-for-2 basis, exercisable at $0.24 and expiring 2 years from date of issue. Funds strengthen the balance sheet and enable Oventus to enhance its manufacturing operations and logistics and to support one-off restructuring and formation costs.

The securities of Oventus Medical Limited will be suspended from quotation immediately under Listing Rule 17.2, at the request of OVN, pending the release of an announcement regarding its capital raising.

The suspension of trading in the securities of Oventus Medical Limited will be lifted from the commencement of trading on Tuesday, 24 September 2019, following receipt of a response to an ASX Price Query.

The company issues a response to ASX Price Query.

The securities of Oventus Medical Limited will be suspended from quotation immediately under Listing Rule 17.3, following ASX raising a price query with OVN. The securities will remain suspended until a sufficient response to ASX's price query letter has been received.

listed entity carried for record purposes only