Waldencast acquires Novaestiq Corp., rights to Saypha gels

Waldencast (WALD) announced that it has acquired Novaestiq Corp., a growth-oriented aesthetic and medical dermatological innovations company, as well as the U.S. rights to the Saypha line of hyaluronic acid injectable gels. The strategic acquisition expands Obagi Medical’s offerings beyond U.S. medical-grade skincare, a market projected to be $2.2B by 2029, into the growing U.S. dermal filler market, projected to reach $2B in market size by 2029, effectively doubling its addressable market. The move marks a pivotal step in positioning Obagi Medical as an industry leader in integrated skincare and aesthetic solutions. Under the terms of the definitive agreement relating to the transaction, Waldencast has agreed to acquire Novaestiq in exchange for (1) certain amount of cash payable at closing, (2) certain additional ongoing royalties based on net sales of Saypha products, and (3) the contingent issuance of Waldencast class A shares (equal to approximately 7% of Waldencast’s fully diluted class A shares), based on the receipt of FDA approval relating to the Saypha products (triggering the issuance of 3,273,000 Waldencast class A shares) and the achievement of cumulative net revenue thresholds of (a) $100 million (triggering the issuance of an additional 3,273,000 Waldencast class A shares) and (b) $200 million (triggering the further issuance of 3,273,000 Waldencast class A shares), respectively, reflecting meaningful long-term commercial targets, with (a) and (b) being earnable until June 20, 2031