F-1: Alps Group Files F-1: Biotech & Wellness Strategy Unveiled

Alps Group Inc. files an F-1 registration statement detailing its post-merger structure, biotech pipeline, and plans for public share issuance and resale, alongside significant financial risks and a going concern warning.

Summary

• Alps Group Inc. (formerly Alps Global Holding Pubco) is registering up to 6,035,000 ordinary shares issuable upon warrant exercise and up to 5,725,546 ordinary shares for resale by selling shareholders.
• The company completed a business combination with Globalink Investment Inc. on October 28, 2025, with an aggregate consideration of $1.6 billion in newly issued PubCo ordinary shares.
• The business model integrates biotechnology research, medical, and wellness services, with revenue from aesthetic treatments and healthcare supporting preclinical R&D in NK cell therapy, CAR-T cell therapy, COVID-19 mRNA vaccine, Cholera vaccine, diabetes (MYCELEST), heart failure (iPSC), mRNA diagnostics, and exosome-infused cosmetic products.
• A net loss of $1,340,814 was reported for the six months ended September 30, 2025, and $2,624,738 for the fiscal year ended March 31, 2025.
• The company has a working capital deficit of approximately $8.6 million as of September 30, 2025, and its ability to continue as a going concern is in substantial doubt.
• A material weakness in internal control over financial reporting has been identified, stemming from insufficient accounting personnel and inconsistent procedures.
• The company's ordinary shares were delisted from Nasdaq on December 17, 2024, and are now quoted on the OTC Pink under the symbol ALPWF.
• As of January 5, 2026, the closing price of ordinary shares was $1.00 and warrants were $0.012, significantly below the warrant exercise price of $11.50.

Sentiment

Score: 3

Explanation: While the company has a diverse pipeline and strategic collaborations, significant financial challenges (net losses, working capital deficit, going concern doubt), regulatory hurdles, and the Nasdaq delisting create substantial uncertainty and risk. The preclinical stage of all product candidates means commercialization is distant and speculative.

Positives

• Successfully completed the Business Combination with Globalink Investment Inc. on October 28, 2025.
• Maintains a diverse biotechnology pipeline targeting cancer, infectious diseases, non-communicable diseases, and aesthetic applications.
• Generates revenue from medical, aesthetic, and wellness services to support R&D activities, reducing reliance on external funding.
• MyGenome subsidiary holds BioNexus status from the Malaysian government, providing incentives including a 70% income tax exemption for ten years.
• Celestialab operates a cGMP-accredited cell manufacturing laboratory, ensuring high quality and compliance.
• Engaged in strategic alliances and collaborations with academic institutions (Universiti Sains Malaysia, UCSI University) and JLand Group Sdn. Bhd. for research and development.
• Developing a proprietary platform technology for rapid and streamlined vaccine production.
• Malaysia's membership in the Pharmaceutical Inspection Cooperation Scheme (PICs) enhances regulatory capabilities for international collaborations.
• Prioritizes cost-effectiveness in product development and manufacturing processes across all pipelines and services.
• The management team possesses deep expertise in life sciences, cellular therapy, and finance.
• Realized an unrealized gain of $4,789,639 from the change in fair value of its investment in Cilo Cybin Holdings Limited.

Negatives

• Reported significant operating losses of $1,340,814 for the six months ended September 30, 2025, and $2,624,738 for the fiscal year ended March 31, 2025.
• Has a substantial working capital deficit of approximately $8.6 million as of September 30, 2025.
• Auditors have expressed substantial doubt about the company's ability to continue as a going concern.
• Identified a material weakness in internal control over financial reporting due to insufficient accounting personnel and inconsistent procedures.
• All product candidates in the biotechnology pipeline are currently in the preclinical phase, meaning no revenue is generated from R&D efforts yet.
• Warrants are significantly 'out of the money' ($1.00 share price vs. $11.50 exercise price), making cash exercise unlikely and limiting potential capital infusion.
• Delisted from Nasdaq on December 17, 2024, and now quoted on OTC Pink, which could negatively impact liquidity and investor confidence.
• Relies on third-party manufacturers for certain products, such as exosome-infused cosmetics and mRNA vaccines, exposing it to supply chain risks.
• Dependence on licensed intellectual property from third parties carries risks of license termination or disputes.
• Faces challenges in enforcing intellectual property rights globally, particularly in jurisdictions with weaker legal protections.
• Operates in highly competitive biotechnology and aesthetic medical sectors.
• The management team has limited experience managing a public company, which could pose challenges in regulatory compliance and investor relations.
• Exposed to fluctuations in the Malaysian Ringgit (RM) value without hedging strategies.
• Has an outstanding obligation to make a $1,000,000 cash payment to Public Gold Marketing Sdn Bhd by March 20, 2026.

Risks

• Alps Life Sciences Inc. is a recently formed holding company with no operating history, making it difficult to evaluate its future success or viability.
• The company will need substantial additional funding to complete the development of its product candidates; failure to secure necessary capital could lead to significant workforce reductions, delays, or cessation of development.
• A material weakness in internal control over financial reporting has been identified, which may cause the company to fail to meet reporting obligations or result in material misstatements.
• The selection and prioritization of product candidates are subject to change, and abandoning development or altering priorities could leave the company without a viable replacement.
• Current product candidates are in preclinical development and have never been tested in humans; they may fail in clinical development or suffer delays.
• Clinical trials are expensive, time-consuming, and difficult to design and implement, with no assurance of successful completion.
• Difficulties in enrolling patients in clinical trials could delay or adversely affect clinical development activities.
• Compassionate use of stem cell therapies may expose the company to medical malpractice claims, costly liability suits, or penalties for non-compliance with regulatory requirements.
• The commercial success of any product candidates depends on market acceptance by physicians, patients, and third-party payors.
• Use or misuse of product candidates, or perceived harm to patients, could lead to regulatory approval revocation or costly product liability claims.
• Cell-based products that receive regulatory approval may be difficult and expensive to manufacture on a commercial scale.
• Manufacturing operations for potential product candidates are dependent on third-party suppliers, leading to vulnerability to supply shortages and price fluctuations.
• Inability to distinguish product candidates from other similar treatments or solutions may restrict market acceptance and market share.
• Reliance on patents and intellectual property rights licensed from third parties poses risks if licenses are not maintained on favorable terms.
• Failure to meet obligations under license agreements could result in losing rights to critical technologies.
• Reliance on jointly developed intellectual property with third parties exposes the company to risks associated with co-owners' failure to maintain, protect, and enforce such IP.
• There is no certainty that future patent applications will result in successful registration.
• Challenges in enforcing intellectual property rights globally could adversely affect the business.
• The company may face patent infringement claims that could be costly to defend or limit its ability to use disputed technologies.
• Changes in Malaysian government policies could significantly impact the business and its profitability.
• Regulatory approval processes (NPRA, FDA) are lengthy, time-consuming, and inherently unpredictable.
• The FDA and other comparable foreign regulatory authorities may not accept data from trials or studies conducted in Malaysia or other non-jurisdictional locations.
• mRNA drug development has substantial clinical development and regulatory risks due to its novel and unprecedented nature.
• Inability to recruit and retain an adequate number of managers, doctors, nurses, consultants, and other support staff could negatively impact service quality and business strategy.
• Failure to adapt to changing aesthetic medical trends and customer needs could impair competitiveness.
• Any failure in efforts to train health practitioners could result in product misuse and reduced market acceptance.
• Future data inconsistent with clinical results or superior competitor products could lead to revenue decline.
• If customers cannot obtain third-party reimbursement for products, they may be less inclined to purchase them.
• The management team has limited experience managing a public company, potentially straining resources and diverting attention.
• Failure to implement and maintain effective internal controls could lead to inaccurate reporting, fraud, and adverse effects on stock price.
• Cessation of foreign private issuer status would require compliance with U.S. domestic issuer reporting requirements, incurring significant additional expenses.
• As a foreign private issuer, the company is exempt from certain Nasdaq corporate governance standards, potentially offering less protection to U.S. investors.
• Shareholders may face difficulties protecting their interests through U.S. courts due to the company's incorporation under Cayman Islands law.
• The company does not expect to declare any dividends in the foreseeable future.
• Uncertainty exists in the development of an active trading market for the Ordinary Shares.
• The share price may be volatile and could decline substantially.
• Sales of a substantial number of securities by existing shareholders could cause the price of Ordinary Shares and Warrants to fall.
• Potential additional dilution could result from the exercise of warrants.
• Warrants may expire worthless if the share price remains below the exercise price.
• Issuance of additional Ordinary Shares or other equity or convertible debt securities without shareholder approval could dilute existing ownership interests.
• Volatility in the share price could subject the company to securities class action litigation.
• The requirements of being a public company may strain resources, divert management's attention, and affect the ability to attract and retain qualified board members.
• Recent market volatility could impact the share price and trading volume of securities.
• Granting incentive awards in the future may result in increased share-based compensation expenses and dilution.
• If securities and industry analysts do not publish research or publish inaccurate/unfavorable research, the price and trading volume could decline.
• The IRS may assert that the company should be treated as a U.S. corporation for U.S. federal income tax purposes, leading to adverse financial consequences.
• The company may be or become a passive foreign investment company (PFIC), which could result in adverse U.S. federal income tax consequences to U.S. Holders.
• Changes to, or changes in interpretations of, tax laws could have a material adverse effect on the business, financial condition, and results of operations.
• The company may be unable to maintain the listing of its securities in the future.

Future Outlook

Alps Group Inc. aims to become a fully integrated platform for biotechnology research, medical, and wellness services, specializing in predictive, precision, and preventive health management. The company intends to advance personalized medicine through ongoing innovation and establish itself as a leading healthcare destination offering accessible services. Future plans include enhancing service offerings by integrating autologous stem cell production and establishing an international R&D hub for cellular therapy. Key pipeline candidates like NK Cell Therapy (MyImmune) are expected to transition to clinical trials within one year from the Business Combination closing. CAR-T cell therapy intends to conduct preclinical trials targeting specific antigens and plans to commence full-scale production within 12 to 18 months. The COVID-19 mRNA vaccine program anticipates concluding in vivo POC testing by the end of 2025, starting safety studies in early 2026, conducting clinical trials between 2026 and 2028, and targeting product registration by the end of 2029. The Cholera vaccine is moving to preclinical stages, with dossier submission for clinical trials planned after acute toxicity studies. MYCELEST (Diabetes) and iPSC (Heart Failure) are preparing for or will initiate preclinical/clinical trials. The mRNA (Diagnostic) pipeline aims to develop diagnostic prototypes for various cancers after data gathering. CELESOME(+) (Exosome-infused cosmetics) plans toxicity studies after exosome characterization. The company anticipates launching its pharmacogenomics analysis service within a year and will apply for NPRA approval for stem cell and cell-based immunotherapy production. A patent application for iPSC production methods is slated for 2025, with commercial rollout expected in the next three to five years. The company projects needing approximately US$1,500,000 for working capital in the next 12 months and an additional US$1,000,000 for the subsequent 12 months, with potential reliance on additional financing or collaborations.

Management Comments

• Alps believes that this approach ensures that Alps R&D activities are not only innovative but also aligned with practical market needs and trends.
• Alps believes that these products may potentially lead to future therapeutic development targeting conditions such as epilepsy and Parkinsons disease.
• Alps also sees a potential for collaboration with Cilo Cybin Pharmaceutical in research and development endeavors to enable each company to leverage each others strengths to drive innovation and accelerate the development and commercialization of new therapeutic solutions.
• Alps aspires to establish a fully integrated platform encompassing biotechnology research, medical, and wellness services specializing in predictive, precision and preventive health management.
• Alps aims to become a leading healthcare destination, offering its expertise at fair and accessible prices.
• Alps initiatives of creating a bench-to-bed platform with the competitive advantage and positioning set in place, allows the adoption of high technology pipelines at a low or conservative burn rate.
• We believe that the comprehensive scope and the non-discriminatory nature of our genomic analysis means that clinical-grade whole-genome sequencing (cWGS) is on the cusp of setting a new standard in medical practice, with the potential to be integrated as a routine element in clinical diagnostics.
• We believe our services impart the following unique capabilities, which serve as the core tenets for the development: Built-in customizable analysis of pipeline, In-House Laboratory, High accuracy.
• We are inspired by the proven clinical efficacy of existing CAR-T cells in addressing hematological malignancies. In our pursuit, we are actively sourcing lentiviral vectors with potential partners and aiming to manufacture and produce CAR-T cells that are cost-effective and widely accessible.
• We hope our studies will show that if topically applied, our hUMSCs exosomes will have a positive impact as it relates to noticeably reducing the appearance of hair shedding.
• The management of Alps has developed specific plans to improve Alps liquidity position.

Industry Context

Alps Group Inc. operates within the dynamic biotechnology, medical, and wellness sectors, with a strategic focus on precision and preventive medicine. The company is positioning itself to capitalize on the growing global markets for NK cell therapeutics (projected CAGR of 15.94% from 2021-2027), CAR-T cell therapies (projected CAGR of 30.6%), and gene expression analysis (projected CAGR of 9.96% from 2021-2028). These markets are driven by increasing cancer incidence, demand for personalized medicine, and advancements in molecular diagnostics. The company's revenue-generating aesthetic and wellness services align with the rising consumer demand for self-care and beauty products. Furthermore, Alps benefits from Malaysia's emergence as a premier medical tourism destination, offering high-quality services and competitive rates, supported by government initiatives. The local cell therapy industry in Malaysia is in its early stages, providing an opportunity for Alps to establish a leading position in cost-effective CAR-T cell production.

Comparison to Industry Standards

• The global NK cells therapeutics market is projected to grow at a CAGR of 15.94% from 2021-2027, with Alps aiming to capitalize on this growth through its MyImmune NK cell therapy.
• The global CAR-T market is projected to grow at a CAGR of 30.6%. Alps aims to develop cost-effective and widely accessible CAR-T cells in Malaysia, contrasting with existing FDA-approved therapies like Breyanzi, Kymriah, Tecartus, and Yescarta, which are primarily for hematologic cancers.
• The global gene expression market is projected to grow at a CAGR of 9.96% from 2021-2028. Alps' MyGenome utilizes the nCounter PanCancer IO 360 Panel, a 770-gene expression panel, and aims for high accuracy (SNP and Indel calling rates of 99.9% and 99% respectively) in its WGS technology, which is positioned to set a new standard in clinical diagnostics.
• Alps' hUMSCs exosomes, used in potential cosmetic products, exhibit a concentration of 3.36e+10 +/1.96e+09 particles/ml, which the company states is 'one of the highest concentration level of exosomes amongst the Malaysian players of similar scale and focus.'
• The global DNA sequencing market is projected to reach USD 23.56 billion by 2026 with a CAGR of 20.85%. Alps' DNBSEQ WGS sequencer is designed for high sensitivity and accuracy, with anticipated SNP and Indel calling rates of 99.9% and 99% respectively, aiming to exceed typical industry standards.
• Alps' current financial performance, characterized by net losses and a working capital deficit, is typical for early-stage biotechnology companies heavily investing in R&D, but also raises significant going concern issues, which is a critical deviation from established, profitable industry players.

Management Changes

Corporate Governance

Legal Proceedings

• To the best of our knowledge, we are not subjected to nor engaged in any litigation, arbitration, or claim of material importance, and no litigation, arbitration, or claim of material importance is known to us to be pending or threatened by or against us that would have a material adverse effect on our Group's results of operations or financial condition.

Related Party Transactions

• GL Sponsor LLC (Sponsor) purchased 2,875,000 Founder Shares of Globalink common stock for an aggregate price of $25,000 (approximately $0.009 per share).
• Public Gold Marketing Sdn. Bhd. (PGM), an affiliate of the Sponsor, purchased 570,000 private units for $5,700,000 in a private placement.
• Globalink entered into multiple promissory notes with PGM for working capital and extension fees, with a total outstanding balance of $4,804,421 as of September 30, 2025 (net of debt discount).
• An affiliate of the Sponsor, Ng Yan Xun, advanced $390,000 to Globalink, which was converted into 39,000 PubCo ordinary shares upon the closing of the Business Combination.
• Dr. Tham Seng Kong (director and Chief Executive Officer of Alps) advanced RM14,313,532.87 (approximately US$2,991,957.78) to Alps for working capital in FY2024, RM11,544,202.35 (approximately US$2,842,369.22) in FY2025, and RM3,371,277 (approximately US$801,015) in the six months ended September 30, 2025. Half of the outstanding advances owed to him will be converted into PubCo ordinary shares at $10 per share.
• Chew Yoke Ling (director of Alps) advanced RM611,305.58 (approximately US$127,781.21) to Alps for working capital in FY2024.
• Alps Global Holding Berhad leased a patent to Celestialab Sdn. Bhd. (a wholly-owned subsidiary) for a monthly fee of RM12,500.00 (approximately US$2,612.88).
• Alps Global Holding Berhad entered into management service agreements with several subsidiaries (Alpscap Berhad, Celebre Pro Medic Sdn. Bhd., Alps Wellness Centre Sdn. Bhd., Alps Globemedic Sdn. Bhd., Mont Life (M) Sdn. Bhd., Celestialab Sdn. Bhd., TMC Global Holdings Sdn. Bhd.).
• TMC Global Holdings Sdn. Bhd. entered into a Scientific Research Cooperation Agreement with Ding KeXiang.
• Alps Global Holding Berhad entered into patent license agreements with Dr. THAM Seng Kong, YANG YongPeng, DING KeXiang, and DING Yu.
• Alps Global Holding Berhad entered into a share subscription agreement with Dr. Tham Seng Kong and Cilo Cybin Holdings Limited.
• TMC Global Holdings Sdn. Bhd. entered into a Service Agreement with Alps Globemedic Sdn. Bhd.
• Dr. Tham Seng Kong, Mohd. Razef Bin Abdullah, Poon Kian Huat, and Alpscap Berhad entered into a Sale Shares (Share Swap) Agreement for Alps Insurance PCC Inc.
• MyGenome Sdn. Bhd. entered into a Service Agreement with Celestialab Sdn. Bhd.
• Alps Globemedics (an associate) received agent commission of $39,392 in 2025 and $142,809 in 2024, and paid management fee income of $6,948 in 2025 and $7,111 in 2024.
• Director agent commission was $45,590 in 2025 and $18,102 in 2024.
• Director consultancy fee was $0 in 2025 and $51,663 in 2024.
• Director patent license agreement payment was $0 in 2025 and $707,028 in 2024.
• The Audit Committee is responsible for reviewing and approving all related party transactions.

Stakeholder Impact

• Shareholders face potential for significant dilution from warrant exercise and future equity raises, along with high price volatility and less protection due to foreign private issuer status and Cayman Islands incorporation. Certain selling shareholders may realize profits even if public shareholders experience losses.
• Employees are impacted by the need to recruit and retain qualified personnel (managers, doctors, nurses, scientists) in a competitive market, and management faces increased strain due to public company obligations.
• Customers may benefit from the company's focus on personalized medicine and accessible prices, but face risks of product misuse if practitioners are not adequately trained, and the company is exposed to potential medical malpractice claims.
• Suppliers are affected by the company's reliance on third-party manufacturers and materials, which creates supply chain risks.
• Creditors face concerns regarding the company's ability to meet its substantial debt obligations due to significant net losses and a working capital deficit, raising doubts about its going concern status.

Next Steps

• Initiate preclinical trials for NK Cell Therapy (MyImmune) upon completing the process validation phase.
• Begin the optimization phase for CAR-T Cell therapy, including creating plasmid DNA templates, followed by a validation phase.
• Conduct preclinical trials targeting CD19, CD20, and dual targeting of CD19 and CD22 for CAR-T therapy in chronic B cell leukemias.
• Commence full-scale CAR-T cell production within 12 to 18 months following the Business Combination closing.
• Begin in vivo POC testing for COVID-19 mRNA vaccine pDNA constructs by the end of 2025.
• Start a safety study under GLP guidelines for the COVID-19 mRNA vaccine in early 2026.
• Conduct clinical trials for the COVID-19 mRNA vaccine between 2026 and 2028, targeting product registration by the end of 2029, with post-market surveillance commencing in 2030.
• Submit a dossier to the NPRA for Cholera vaccine clinical trials after completing the preclinical acute toxicity study.
• Initiate clinical trials for MYCELEST (Diabetes) after obtaining necessary NPRA approvals.
• Conduct preclinical trials for iPSC (Heart Failure) after generating human iPSC cells.
• Commence the development of diagnostic prototypes for mRNA (Diagnostic) after completing the data gathering phase.
• Conduct toxicity studies for CELESOME(+) after finalizing exosome characterization.
• Launch the pharmacogenomics analysis service within a year from the filing date.
• Apply for NPRA approval through Celestialab to produce stem cells and cell-based immunotherapy.
• Establish a vaccine manufacturing plant within the BioValley biotechnology hub in Malaysia.
• Negotiate extensions or renewal arrangements for collaborative agreements with Advanced Hair Transplant Specialist Sdn. Bhd., Advanced Bone Joints Health Centre Sdn. Bhd., and Advanced Aesthetic Specialist Sdn. Bhd.
• Negotiate a new research collaboration agreement with Universiti Sains Malaysia for iPSC (Heart Failure) and mRNA (Diagnostic) pipelines.
• File a patent application to safeguard iPSC production methods in 2025.
• Commercial rollout of iPSC cells over the next three to five years.
• Remediate the material weakness in internal control over financial reporting by hiring additional suitably qualified staff and implementing consistent accounting policies and procedures.
• Address the remaining $1,000,000 cash payment due to Public Gold Marketing Sdn. Bhd. by March 20, 2026.
• File a resale shelf registration statement for PIPE Investors and certain former Globalink shareholders no later than 90 days after the Closing.

Key Dates

Recommendation

The company faces substantial financial distress, evidenced by significant net losses, a large working capital deficit, and an explicit 'going concern' warning from auditors. The delisting from Nasdaq to OTC Pink severely impacts liquidity and investor confidence. While the biotech pipeline is diverse, all candidates are in preclinical stages, meaning commercialization and revenue generation from these efforts are distant and highly speculative. The current share price is significantly below warrant exercise prices, indicating a lack of market confidence. Material weaknesses in internal controls add to operational risk. These factors collectively point to a high-risk investment with significant downside potential and limited near-term upside.

Keywords

Biotechnology, Life Sciences, Medical Wellness, Stem Cell Therapy, CAR-T, mRNA Vaccine, Cholera Vaccine, Diabetes Treatment, Heart Failure Therapy, Exosomes, Diagnostics, Precision Medicine, SEC Filing, F-1, SPAC, Merger, Cayman Islands, Malaysia, Nasdaq Delisting, OTC Pink, Financial Reporting, Going Concern, Warrants, Intellectual Property