Filing Details

The purpose of the Foundation’s investments in the Issuer is to further its charitable purpose of, among other things, accelerating the development of lifesaving and low-cost diagnostics to reduce the burden of diseases in low and middle income countries by securing global access commitments in respect of availability and affordability of new, low-cost products and services developed through the use of the Issuer’s capabilities, including in respect of diagnostic tests, integrated point-of-care (POC) diagnostic platforms and connected health IT and care solutions.  The Foundation has worked with the Issuer with the goal of achieving the following key objectives:

 

The Foundation has provided funding and support to the Issuer in support of these objectives through a combination of equity, grants and loans since 2018.  In connection with the Foundation’s equity investments and loans to the Issuer, the Foundation and the Issuer entered into a letter agreement, dated July 17, 2018, which was amended and restated on October 17, 2019, and which was further amended and restated on July 25, 2022 (the “Cooperation Agreement”).

 

On July 25, 2022, the Foundation purchased 14,285,714 Common Shares from the Issuer, at a purchase price of $1.75 per share for an aggregate purchase price of $25.0 million. These Common Shares were purchased by the Foundation from the Issuer in a private placement that was exempt from the registration requirements of the Securities Act of 1933, as amended.

The Foundation is entitled to appoint one director to the Issuer’s board of directors and to designate one person to attend all meetings of the board of directors in an observer capacity and receive all documents and materials that are provided to each director.  The Foundation’s previous board appointee resigned from the board of directors with effect from April 30, 2021.  The Foundation has not exercised its right to appoint a replacement director, but retains its right to do so.

The Foundation is a party to an Amended and Restated Registration Rights Agreement (“Registration Rights Agreement”) dated September 28, 2021, among CA Healthcare Acquisition Corp., a Delaware corporation, CA Healthcare Sponsor LLC, a Delaware limited liability company, and the equityholders of the Issuer listed on Exhibit A attached thereto.  Pursuant to the Registration Rights Agreement, and subject to qualifications and exceptions set forth therein, holders of registrable securities of the Issuer are entitled to registration rights. The holders of these securities are entitled to make up to an aggregate of three demands, excluding short form demands, that the Issuer register such securities.  In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to September 28, 2021.  The Registration Rights Agreement also provides that the Issuer will pay certain expenses related to such registrations and indemnify securityholders against certain liabilities.  The Ordinary Shares and Common Shares owned by the Foundation are registrable securities for purposes of the Registration Rights Agreement.

The Reporting Persons may formulate plans or proposals regarding the Issuer or its securities to the extent deemed advisable by the Reporting Persons in light of their general investment policies, market conditions and valuations, subsequent developments affecting the Issuer, the general business and prospects of the Issuer, or other factors.