NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
This announcement is an advertisement and not a prospectus or admission document (or equivalent). Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information in the admission document (the “Admission Document”) that may be published by HealthBeacon plc in due course in connection with the possible admission of its ordinary shares of €0.0025 each (the “Ordinary Shares”) to trading on Euronext Growth, a market operated by The Irish Stock Exchange plc, trading as Euronext Dublin (“Euronext Dublin”), and related Placing and issue of Ordinary Shares. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. A copy of any Admission Document published by the Company will, if published, be available on the Company’s website at http://www.HealthBeacon.com prior to Admission subject to certain access restrictions.
23 November 2021
Announcement of Intention to Float on Euronext Growth
HealthBeacon Limited (in the process of changing its name to HealthBeacon plc) (“HealthBeacon” or the “Company” and together with its subsidiary undertakings, the “Group”), today announces its intention to (i) raise up to €25 million of gross proceeds by placing new Ordinary Shares (the “Placing”) and (ii) seek admission of all of its Ordinary Shares to trading on the Euronext Growth market of Euronext Dublin (“Admission”).
• HealthBeacon is an Irish digital therapeutics company that develops products for managing injectable medications for patients in the home. The Company’s mission is to become the world’s leading digital therapeutics platform for injectable medications. The Company is expecting approximately 10x increase in the number of patients using its system from the end of 2021 to the end of 2023.
• The HealthBeacon injection care management system (the “HB System”) is the world’s first FDA cleared smart sharps bin that tracks adherence and persistence with medication schedules through the provision of medication management reminders, safe and sustainable sharps disposal devices, educational tools and AI driven data analytics.
• Over 550,000 injections have been monitored by the HB System and peer reviewed evidence supports a 19% improvement in therapy persistence by patients, which improves clinical outcomes and significantly improves efficiency in health systems. HealthBeacon has over 30 design and utility patents and several more pending.
• The global digital health market is anticipated to be greater than $500bn by 2027 and growth is expected to increase by 37.1% in 2021 (Source: Research and Markets, 2020). In USA, Canada, UK and Europe there are over 30 million people on subcutaneous self-injections and HealthBeacon’s annual target market has the potential to generate c. $10 billion of recurring revenue.
• HealthBeacon has successfully grown its customer base to 18 blue chip customers, among them some of the leading global pharmaceutical companies, and operates in 17 countries. The Company has grown the number of therapeutic areas it caters for from four in 2014 to eight in 2021 and is actively looking to expand into further therapeutic areas, with the goal of serving all patients taking at home subcutaneous injectable medication irrespective of the type of injection or frequency of administration.
• HealthBeacon accesses end patients through three distinct distribution models:
o Patient Support Programmes: HealthBeacon receives a recurring leasing fee from a pharmaceutical/speciality pharmacy company who advises its patients to use the HB System;
o Direct to Consumer (“DTC”): HealthBeacon receives an initial unit sell-through fee and receives a recurring subscription fee when activated by end user, who in some cases are eligible to be reimbursed through health insurance, with further significant potential on that following Medicare’s decision in July 2021 to add FDA cleared medical devices to its reimbursement codes; and
o Reimbursed Digital Therapeutic (“DTx”): Physicians recommend their patients to use the HB System and will use the appropriate monitoring codes. These patients use the HB System covered under health plans for specific treatments by their respective government agency or insurance company.
• In 2021, HealthBeacon signed a transformational commercial contract with Hamilton Beach Brands Inc. (“Hamilton Beach”) and is in the process of signing a commercial contract with a speciality pharmacy customer:
o Hamilton Beach is HealthBeacon’s exclusive DTC partner in North America. This partnership provides a gateway to the millions of patients in the US and Canada currently on injectable medication. HealthBeacon is anticipating deployment of c. 15k -25k units in 2022 to this customer.
o The speciality pharmacy customer is a full-service pharmacy benefit management and specialty managed care company serving clients throughout North America with access to c. five million patient in the US. HealthBeacon is anticipating deployment of c. 9k -15k units in 2022 to this customer.
• The recurring revenue model supports good visibility on the revenue and earnings stream. The Company on average receives €25 per patient per month. The length of time a patient uses the HB System depends on the medical condition and treatment and is on average 25 – 30 months depending on the therapeutic area.
• The Company is forecasting approximately 10,200 units to be deployed by December 2021. This represents an increase of approximately 122% from the 4,585 units deployed in December 2020. The diversification of the Company’s customer base, the addition of new therapeutics and the introduction of the DTC offering are all contributors to this growth. HealthBeacon has a near-term target of 100,000 units to be deployed by the end of 2023.
• The HealthBeacon management team, led by Jim Joyce, CEO, has significant experience in scaling businesses, in healthcare and other sectors.
• The Board of HealthBeacon is comprised of industry veterans in digital health, pharmaceuticals, speciality pharmacy and public health policy. The Chairman is Robert Garber, a partner with 7wireVentures, one of the leading digital health investors in the US. The two independent non-executive directors are Mary Harney, former Tánaiste (Deputy Prime Minister) and Minister for Health in Ireland, and Rebecca M. Shanahan, former CEO at Avella, the US-based Speciality Pharmacy. Jim Joyce, CEO and Laurence Flavin, CFO, are executive directors.
Jim Joyce, CEO and Co-founder of HealthBeacon, said:
“HealthBeacon is at a pivotal stage of its development and this IPO is the natural next step to accelerate the Company’s growth. In developing the world’s first FDA cleared smart sharps bin, which significantly enhances medical adherence for patients who need to self-inject medications, the IPO will facilitate a step change in building the Company’s presence in its core markets across US and Europe, as well as helping to accelerate the deployment of HealthBeacon devices in these markets. I am so excited for the future of HealthBeacon as a publicly listed company in the high-growth global digital health market.”
Should HealthBeacon proceed with the Placing and Admission (together the “Offering”), it is expected to have the following features:
• Intention to admit all of the Company’s Ordinary Shares to Euronext Growth, a market operated by Euronext Dublin.
• Intention to place new Ordinary Shares to be issued by the Company with institutional and certain other investors to raise gross proceeds of up to €25 million. The price per new Ordinary Share issued pursuant to the Placing will be determined following completion of the book-building process (the “Placing Price”).
• A secondary sale (subject to demand) of Ordinary Shares by certain existing shareholders of the Company remains under consideration. Any existing Ordinary Shares offered pursuant to a secondary offer will be at the Placing Price.
• The Placing will consist of an offer of Ordinary Shares to institutional investors and certain other investors (subject to a €100,000 minimum participation in qualifying jurisdictions) in Ireland, the UK and elsewhere outside the United States in reliance on Regulation S and in accordance with locally applicable laws and regulations, and in the United States, only to qualified institutional buyers (“QIBs”) as defined in rule 144A under the US Securities Act of 1933, as amended. Each of the Company, its directors and senior management team and, if applicable, certain selling shareholders will agree to customary lock-up arrangements in respect of their shares for 9 months following Admission and for a further period of 12 months thereafter, subject to orderly market arrangements.
• HealthBeacon has engaged Goodbody as Sole Global Co-ordinator, Bookrunner, Broker and Euronext Growth Advisor in respect of the Placing and Admission.
Should HealthBeacon proceed with the Offering, further details will be included in the Admission Document, which is expected to be published in due course with Admission expected to become effective and dealings in the Ordinary Shares to commence during December 2021. A copy of the Admission Document will also be available on HealthBeacon’s website at http://www.HealthBeacon.com prior to Admission subject to certain access restrictions.
Reasons for Placing, Admission and Use of Funds
The Company is seeking to raise up to €25 million through the Placing. The net proceeds of the Placing will be used by the Group to:
• Scale its team to support growth across sales and marketing, customer support and operations, finance and product development;
• Invest in inventory and working capital to support product roll out; and
• Further develop its platform in respect of technology development, research and development and develop a pipeline of future products.
In seeking Admission to Euronext Growth, the Directors believe that Admission will allow the Company access to a wide investor audience and establish a recognised platform for access to capital as well as providing shareholders with a liquid market for their shares. Admission will also provide the Group with greater ability to incentivise team members through share incentive schemes, which will assist it in continuing to attract, retain and motivate high calibre team members.
Board of Directors
Robert Garber, Aged 51, Independent Non-Executive Chairman
Robert is a Partner at 7wireVentures, a healthcare venture capital fund focused on innovative products and services that empower consumers to become more proactive and effective in their healthcare decisions. Robert has over 30 years of experience investing in, advising, and operating early-stage healthcare and technology companies and has co-managed four venture funds with $400M+ AUM. Before joining 7wireVentures, Robert served as Managing Director of Stratus Ventures and KB Partners where he led investments in early-stage healthcare and technology companies. Previously, Robert held key executive roles for three high-growth companies where he led operations, business development, and finance in the ecommerce and software industries. Robert received a Master of Business Administration degree from the Kellogg Graduate School of Management and a Bachelor of Arts degree from the University of Pennsylvania.
Jim Joyce, Aged 51, Chief Executive Office, Co-Founder & Executive Director
Jim co-founded HealthBeacon with Kieran Daly in 2013. Prior to HealthBeacon, Jim was the CEO of Point of Care Health Services which he established and sold to Uniphar plc. Jim has held senior positions with Schering-Plough (now Merck & Co. Inc,) as General Manager of Ireland and Director of Finance for Europe, Middle East, Canada and the United States. Prior to the pharmaceutical industry Jim worked in financial services for investment firms of Smith Barney, Brown Brothers Harriman and AG-Edwards. Jim holds a BA in Economics from Fordham University and an MBA from University College Dublin.
Laurence Flavin, Aged 53, Chief Financial Officer & Executive Director
Laurence joined HealthBeacon in November 2020 as the Chief Financial Officer. Laurence has extensive experience building and scaling high growth businesses. Prior to HealthBeacon Laurence was the Chief Financial Officer and Chief Capital Officer of Finance Ireland, Ireland’s largest non-bank lender, Head of Capital Markets of a US and European-focused real estate investment group and Finance Director of a publicly quoted IT hardware distributor. Laurence is an Arthur Andersen trained Chartered Accountant and holds degrees from University College Dublin.
Mary Harney, Aged 68, Senior Independent Non-Executive Director
Mary is a former Tánaiste (Deputy Prime Minister) and Minister for Health and Children in Ireland. She is a former TD (Member of Parliament) with over 30 years’ experience in Irish and international politics. She has also held a number of board positions in the pharmaceutical and healthcare industry including the Irish Hospice Foundation and Diona Designated Activity Company. In addition to a number of board positions of private companies in pharmaceutical, healthcare, technology and financial services companies Mary is the Chancellor of the University of Limerick. Mary has won European awards in her role as an employment minister and for promoting science and innovation. Mary has a BA in Economics from Trinity College Dublin.
Rebecca M. Shanahan, Aged 68, Independent Non-Executive Director
Rebecca is an Executive Advisor at Blue Sea Capital. Rebecca is also the Founder and CEO of Shanahan Capital Ventures. Prior to Shanahan Capital Ventures, Rebecca served as CEO of Avella Specialty Pharmacy. Prior to her tenure at Avella, Rebecca provided Executive Leadership at Cardinal Health, Shoppers Drug Mart, Inc. of Canada, OTN Holdings and Aetna Specialty Pharmacy. Rebecca is a Past President of the National Association of Specialty Pharmacy. Rebecca has a Juris Doctor degree from the Indiana University Maurer School of Law.
(Sole Bookrunner, Broker +353 (1) 667-0420
and Euronext Growth Adviser):
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Billy Murphy +353 (0) 87 231 3085
Cathal Barry +353 (0) 87 227 9281
Background to the Company
Headquartered in Dublin since being established in 2013, HealthBeacon is an Irish digital therapeutics company that develops products for managing injectable medications for patients in the home. The HealthBeacon injection care management system tracks adherence and persistence with medication schedules through the provision of medication management reminders, safe and sustainable sharps disposal devices, educational tools and AI driven data analytics. The Company operates in 17 markets across Europe, North America and the United Kingdom and employs more than 50 people. HealthBeacon has obtained more than 30 design and utility patents and in 2018 received a Class II Medical Device certificate from the FDA for a sharps bin intended for home use.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
This announcement is an advertisement and not a prospectus or admission document and investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information in the Admission Document to be published by the Company (if any) in due course in connection with the Offering.
The distribution or publication of this announcement, any related documents, and other information in connection with the Offering may be restricted by law in certain jurisdictions and persons who gain possession of this announcement, or any document or other information referred to herein are required to inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. No action has been taken to permit possession or distribution or publication of this announcement, other than in Ireland and the United Kingdom.
Neither this announcement nor any copy of it and the other documents or other information relating to the Offering may be taken or transmitted into the United States, Australia, New Zealand, Canada or Japan or the Republic of South Africa or to a resident, national or citizen of the United States, Canada, Australia, Japan or the Republic of South Africa. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
This announcement does not constitute, or form part of, and should not be construed as, an offer for sale or subscription or solicitation of or invitation to make any offer to buy or subscribe for any securities. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. In particular the proposals referenced herein are tentative and are subject to verification, updating, revision and amendment.
The Ordinary Shares have not been and will not be registered under the applicable securities law of Australia, Canada, Japan or the Republic of South Africa. The Ordinary Shares, subject to certain exceptions, may not be offered or sold, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or to or for the account or benefit, of, any national resident or citizen of such countries. There will be no public offering of the Ordinary Shares in any jurisdiction including the United Kingdom, Ireland, the United States, Australia, Canada, South Africa and Japan.
Members of the public are not eligible to take part in the Placing. All offers of Ordinary Shares will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the “Prospectus Regulation”) from the requirement to produce a prospectus for offers of the Ordinary Shares. This announcement is being distributed only to and is directed at (i) persons in member states of the European Economic Area (“Member States”) who are a “Professional Client” within the meaning of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (“MiFID II”) and persons who are “Qualified Investors” within the meaning of Article 2(e) of the Prospectus Regulation. In addition, this document is only directed at and being distributed to: (A) in the United Kingdom, to persons who are Qualified Investors within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended by the Prospectus (Amendment, etc) (EU Exit) Regulations 2019) and (i) who have professional experience in matters relating to investments and who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) who fall within Article 49 of the Order; and (B) any other persons to whom it may otherwise be lawfully communicated (together all such persons being referred to as “relevant persons”). The investment or investment activity to which this document relates is available only to such persons. Any person who is not a relevant person should not act on this announcement or any of its contents. It is not intended that this announcement be distributed or passed on, directly or indirectly, to any other class of person and in any event and under no circumstances should persons of any other description act upon the contents of this document. This announcement is being supplied solely for information and may not be reproduced by, further distributed or published in whole or in part by, any other person. By receiving this document and acting on its content, you are deemed to warrant to the Company and Goodbody that you fall within the categories described above and agree to and will comply with the contents of this notice.
The dates of the Offering may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Offering will occur, and you should not base your financial decisions on the Company’s intentions in relation to the Offering at this stage. Acquiring Ordinary Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of Ordinary Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned. Past performance or information in this announcement or any of the documents relating to the Offering cannot be relied upon as a guide to future performance.
This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will”, “could”, or “should” or, in each case, their negative or other variations or comparable terminology, including references to assumptions, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflects the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made. Subject to any legal or regulatory requirements, the Company and Goodbody expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company’s expectations with regard thereto or any change in events, conditions or circumstance on which any such statement is based. Information in this announcement, past performance or any of the documents relating to the Offer, Admission and/or the Ordinary Shares cannot be relied upon as a guide to future performance.
Goodbody Stockbrokers UC (“Goodbody”), trading as Goodbody, is regulated in Ireland by the Central Bank of Ireland. In the UK, Goodbody is also subject to regulation by the Financial Conduct Authority. Goodbody is acting exclusively for the Company in relation to the Offering and will not regard any other person as their client in relation to the Offering and will not be responsible to any person other than the Company for providing the protections afforded to their clients or for advising any other person in relation to the Offering or any transaction or arrangement referred to or information contained in this
announcement. Certain of Goodbody’s responsibilities, as the Company’s Euronext Growth Advisor, are owed to Euronext Dublin and not the Company, its directors or any other person.
In connection with the Offering, Goodbody, or any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the Admission Document, once published, to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Goodbody or any of its affiliates acting as investors for their own accounts. Neither Goodbody nor any of its affiliates intend to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Company, Goodbody, nor any of their respective affiliates, their respective directors, officers, partners, employees, advisers or agents or advisers or any other person, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions contained in this announcement (or whether any information has been omitted from this announcement) or of any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents, or otherwise arising in connection therewith. The Company, Goodbody and their respective affiliates, their respective directors, officers, partners, employees, advisers or agents or any other person, accordingly, disclaim all and any liability whether arising in tort contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.
HealthBeacon may decide not to proceed with the Offering and there is no guarantee that Admission will occur. You should not base your financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.
The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.
Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly to the total figure given.
For the avoidance of doubt, the contents of the Company’s website are not incorporated by reference into, and do not form part of, this announcement.