F-1/A: Cuprina Holdings Seeks Nasdaq Listing with 3.75 Million Share IPO

Cuprina Holdings, a Singapore-based biomedical company, is planning an initial public offering of 3.75 million Class A Ordinary Shares on the Nasdaq Capital Market, aiming to raise capital for expansion and product development.

Summary

• Cuprina Holdings, a biomedical company based in Singapore, is seeking to list its Class A Ordinary Shares on the Nasdaq Capital Market.
• The company plans to offer 3.75 million Class A Ordinary Shares with an expected price range of US$4.00 to US$4.50 per share.
• The IPO is contingent upon Nasdaq's final approval of the listing application.
• Immediately before the offering, the company will have 3,915,000 Class A Ordinary Shares and 14,085,000 Class B Ordinary Shares outstanding.
• Class B shares have 10 votes each, while Class A shares have one vote each, and Class B shares are convertible to Class A shares on a one-for-one basis.
• The company will remain a controlled company post-IPO, as Cuprina Holding Pte. Ltd. will hold more than 50% of the voting power.
• Cuprina Holdings operates in Singapore, Hong Kong, Saudi Arabia, Malaysia and mainland China through its subsidiaries.
• The company's revenue for the year ended December 31, 2023 was S$100,773 (US$76,424), with a net loss of S$1,119,555 (US$849,048).
• For the six months ended June 30, 2024, the company's revenue was S$41,005 (US$30,184), with a net loss of S$704,026 (US$518,238).
• The company intends to use the net proceeds from the offering for market expansion, research and development, brand awareness, equipment investment, and loan repayment.

Sentiment

Score: 5

Explanation: The document presents a mixed picture. While the company has innovative products and growth potential, it also faces significant financial challenges and risks. The sentiment is neutral to slightly negative due to the company's history of losses and reliance on external funding.

Positives

• The company has a focus on developing functionally specific chronic wound care products.
• The company has access to innovative technology in developing pipeline products through collaborations with research universities.
• The company is committed to sustainability by using nature-derived raw materials.
• The company has a loyal and growing customer base.
• The company has a strong leadership team with in-depth knowledge and expertise.

Negatives

• The company is an early-stage company with a history of losses and expects to incur losses in the future.
• The company has recorded net current liabilities as of December 31, 2021, 2022, 2023 and June 30, 2024.
• The company had net operating cash outflows for the years ended December 31, 2021, 2022, 2023, and six months ended June 30, 2024.
• The company relies heavily on R&D partners for know-how on design, manufacturing methods and formulation of its products.
• The company's maggot-based chronic wound care products are not currently protected by any pending patent application nor any unexpired patent.

Risks

• The company may not be able to achieve or sustain profitability.
• 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.
• The company may not be able to develop new products that are competitive or successful in the markets it has entered or plans to enter.
• The company's pipeline products are still under development and may not be successfully commercialized.
• The company may not be able to obtain or maintain adequate reimbursement or insurance coverage for its products.
• The company may be found to infringe on or violate the intellectual property rights of others.
• The company is subject to various governmental regulations relating to the labeling, marketing and sale of its products.
• The company relies on third parties to manufacture and supply its products.
• The company is dependent on a few of its major customers and suppliers.
• The company is exposed to foreign exchange risks.
• The company is subject to credit risk arising from some of its customers.
• The company may not be able to obtain additional capital in a timely manner or on acceptable terms.
• 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 the company's Class A Ordinary Shares may fluctuate significantly.
• The company may not maintain the listing of its Class A Ordinary Shares on the Nasdaq which could limit investors ability to make transactions in Class A Ordinary Shares and subject the company to additional trading restrictions.
• The trading price of the company's Class A Ordinary Shares may be volatile, which could result in substantial losses to investors.
• 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.
• 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.
• The ability of the company's subsidiary in Singapore to distribute dividends to the company may be subject to restrictions under applicable laws.
• It is not certain if the company will be classified as a Singapore tax resident.
• Any adverse material changes to the Singapore market could have a material adverse effect on the company's business, results of operations and financial condition.

Future Outlook

The company has strategic plans in place for 2025 and 2026 to expand its sales and establish physical operations in several key regions, including the Middle East and mainland China. The company also plans to explore the possibility of developing a range of potential cosmeceutical product candidates incorporating bullfrog collagen with a view to making them commercially available between 2025 and 2028.

Management Comments

• The company believes it will be able to build upon and leverage its expertise in biomedical research to develop innovative cosmeceutical products in the future.
• The company believes what sets it apart is its focus on developing functionally specific chronic wound care products designed to address the major stages of wound healing process, from chronic to closure.

Industry Context

The company's focus on chronic wound care products aligns with the escalating global market demand fueled by an aging population and the rise in comorbidities such as diabetes and obesity. The company's expansion plans into the Middle East and mainland China are also in line with the growing demand for advanced wound care solutions in these regions.

Comparison to Industry Standards

• The company's maggot-based chronic wound care products compete with traditional surgical debridement methods and other biological debridement tools.
• The company's bullfrog collagen-based products will compete with other collagen-based wound dressings, including those derived from bovine and marine sources.
• The company's cosmeceutical products will compete with other skincare and cosmetic products, including those containing collagen from other sources.
• The company's focus on sustainability and cost-effectiveness may provide a competitive advantage in the market.

Related Party Transactions

• The company has related party transactions with Cuprina Holding Pte. Ltd., Jimmy Lee Peng Siew, David Quek Yong Qi, Bryan Teo Yingjie, Rachel Lee Lin, Cuprina Farm Sdn. Bhd., Cuprina Pollination Pte. Ltd., Pestoniks Innovations Pte. Ltd., Cuprina MENA Co., Ltd., Dorea Quek En Qi, De Guzman Caroline Francesca Lee Ling and iCapital Holdings (SG) Pte. Ltd.
• These transactions include advances for working capital purposes, share subscriptions, and management services.

Stakeholder Impact

• Shareholders will be impacted by the potential dilution of their ownership due to the issuance of new shares.
• Employees will be impacted by the company's plans to attract, cultivate and retain a talented and professional workforce.
• Customers will be impacted by the company's plans to expand its product portfolio and improve its customer service.
• Suppliers will be impacted by the company's plans to expand its operations and increase its demand for raw materials.
• Creditors will be impacted by the company's plans to repay its outstanding debt obligations.

Next Steps

• The company intends to expand into new geographic markets through strategic partnerships.
• The company intends to continue to expand its product portfolio through development and innovation.
• The company intends to strengthen brand awareness, and acquire and retain customers.
• The company intends to attract, cultivate and retain a talented and professional workforce.

Key Dates

Keywords

biomedical, biotechnology, chronic wound care, maggot debridement therapy, cosmeceuticals, Nasdaq, IPO, Class A Ordinary Shares, bullfrog collagen, hirudotherapy, medical devices, Singapore