F-1/A: Cuprina Holdings Files Amendment for $17 Million IPO, Resale Prospectus Included

Cuprina Holdings (Cayman) Limited files an amendment to its Form F-1 registration statement for a proposed initial public offering of 2,500,000 Class A Ordinary Shares, along with a resale prospectus for 1,500,000 Class A Ordinary Shares.

Summary

• Cuprina Holdings (Cayman) Limited has filed Amendment No. 3 to its Form F-1 registration statement with the SEC.
• The filing includes a prospectus for the initial public offering (IPO) of 2,500,000 Class A Ordinary Shares.
• It also includes a resale prospectus for 1,500,000 Class A Ordinary Shares to be offered by Resale Shareholders, Ms. Dorea Quek En Qi and Mr. Bryan Teo Ying Jie.
• The company anticipates the IPO price will be between US$[] and US$[] per share.
• Cuprina has applied to list its Class A Ordinary Shares on the Nasdaq Capital Market under the symbol CUPR.
• The closing of the IPO is conditional upon Nasdaq's final approval of the listing application.
• The Resale Shareholders each own 4.50% of the company's issued and outstanding shares immediately prior to the offering, or 810,000 Class A Ordinary Shares.
• The company will not receive any proceeds from the sale of Class A Ordinary Shares by the Resale Shareholders.
• Immediately prior to the completion of this offering, the company will have 3,915,000 Class A Ordinary Shares and 14,085,000 Class B Ordinary Shares issued and outstanding.
• The underwriters have an option to purchase up to an aggregate of [] additional Class A Ordinary Shares at the IPO price, less underwriting discounts and commissions, solely for the purpose of covering over-allotments.
• The underwriters expect to deliver Class A Ordinary Shares against payment in U.S. dollars, on or about [], 2024.
• For the years ended December 31, 2021, 2022 and 2023, the company's revenue amounted to S$58,504, S$56,599 and S$100,773 (US$76,424), respectively, while it recorded net loss of S$519,686, S$1,094,516 and S$1,119,555 (US$849,048), respectively, for the same years.

Sentiment

Score: 4

Explanation: The document presents a mixed sentiment. While it highlights the company's growth strategies and innovative product portfolio, it also acknowledges its history of losses, net current liabilities, and the auditor's doubt about its ability to continue as a going concern. The risks associated with the company's business and industry further contribute to a cautious sentiment.

Positives

• The company is expanding its sales and establishing physical operations in several key regions, including Southeast Asia, the Middle East (in particular, the member states of the Gulf Cooperation Council, or GCC), and mainland China.
• The company's commitment to quality is demonstrated by its attainment of ISO 13485:2016 standards for Quality Management Systems and Manufacturing Processes and Controls for its manufacturing facility located in Singapore in 2020.

Negatives

• The company has a history of losses and expects to incur losses in the future.
• The company recorded net current liabilities as of December 31, 2021, 2022 and 2023, and such positions may continue after this offering.
• The company had net operating cash outflows for the years ended December 31, 2021, 2022 and 2023.
• The company's independent registered public accounting firm expressed substantial doubt regarding the company's ability to continue as a going concern.

Risks

• The company's business and future growth prospects rely on industry development and consumer demand for its products.
• The company's revenue growth for a particular period is difficult to predict, and a shortfall in forecasted revenues may harm its operating results.
• Failure to manage the company's growth strategy could harm its business.
• If the company is unable to compete within its markets or its products do not gain market acceptance, its financial condition and operating results could suffer.
• Security breaches and other disruptions could compromise the company's information and expose it to liability, which would cause its business and reputation to suffer.
• The company relies heavily on its R&D partners for know-how on design, manufacturing methods and formulation of its products.
• The development and sale of certain of the company's pipeline products are heavily dependent on certain agreements with R&D partners and the termination of any of these agreements could harm its business.
• Certain of the company's pipeline products are still under development and it may not be able to successfully commercialize any of these product candidates.
• It may be difficult for investors to enforce any judgment obtained in the United States against the company, its directors, executive officers or its affiliates.
• An active trading market for the company's Class A Ordinary Shares may not be established or, if established, may not continue and the trading price for its Class A Ordinary Shares may fluctuate significantly.
• The trading price of the company's Class A Ordinary Shares may be volatile, which could result in substantial losses to investors.
• The dual-class structure of the company's ordinary shares may adversely affect the trading market for its Class A Ordinary Shares.
• The sale or availability for sale of substantial amounts of the company's Class A Ordinary Shares could adversely affect their market price.

Future Outlook

The company has strategic plans in place for the second half of 2024 and 2025 to expand its sales and establish physical operations in several key regions, including Southeast Asia, the Middle East (in particular, the member states of the Gulf Cooperation Council, or GCC), and mainland China.

Industry Context

The company operates in the biomedical and biotechnology industry, focusing on chronic wound care and cosmeceuticals, which are experiencing growth due to an aging population and increased prevalence of comorbidities.

Comparison to Industry Standards

• The document does not provide specific comparisons to industry standards or benchmarks.
• It mentions competitors in the medical device industry but does not offer a detailed assessment of Cuprina's performance relative to these competitors.
• The document does not provide specific comparisons to comparable companies, projects, or results.

Related Party Transactions

• Cuprina Holding Pte. Ltd. gave advances to the company for working capital purposes; the balance due to Cuprina Holding Pte. Ltd. was S$1,153,811, S$2,851,770 and S$2,931,765 (US$2,223,392) as of December 31, 2021, 2022 and 2023, respectively.
• Jimmy Lee Peng Siew, one of the company's ultimate beneficial shareholders, provided advances to the company for working capital purposes; the amounts due to such ultimate beneficial shareholder are unsecured, due by June 30, 2024 or upon completion of this offering, whichever is earlier, and carries an one-time interest of 6.0%.

Stakeholder Impact

• The company's ability to continue as a going concern requires that it obtain sufficient funding to finance its operations.
• The company's corporate actions are significantly influenced by its directors, officers and principal shareholders, who have the ability to exert significant influence over important corporate matters that require approval of shareholders while their interests may differ from those of the other shareholders.
• The dual-class structure of the company's ordinary shares may adversely affect the trading market for its Class A Ordinary Shares.
• The sale or availability for sale of substantial amounts of the company's Class A Ordinary Shares could adversely affect their market price.

Next Steps

• The company intends to apply for the listing of the Class A Ordinary Shares on the Nasdaq under the symbol CUPR.
• The company expects to receive a 510(k) clearance for its MEDIFLY products by the end of 2024, subject to FDA enquiries or clarifications.
• The company intends to present its 510(k) submission to the FDA for its bullfrog collagen sponge dressings upon the receipt of the ISO 10993 biocompatibility test results, which it expects to be completed in the second half of 2024.
• The company plans to engage in further discussions with potential distribution partners in Thailand, Vietnam, and Indonesia.
• The company plans to recruit approximately four sales and marketing personnel and four R&D staff in the next two years.

Key Dates

Keywords

IPO, Class A Ordinary Shares, Cuprina Holdings, Resale Prospectus, Initial Public Offering, Biomedical, Biotechnology, Wound Care, MEDIFLY, Nasdaq