融e邦：来自澳大利亚的数字医疗公司CardieX向sec递交招股书，拟纳斯达克上市

牵手融e邦，资本运作很简单KiBiEx。近日来自澳大利亚的商业阶段的数字医疗保健公司向美国sec递交招股说明书拟纳斯达克上市，据悉其拟发行1333333股美国存托股，代表100000000股普通股。这是在美国首次公开发行1333333股美国存托股（“ADS”），代表CardieX Limited（“CardieX”）的100000000股无面值普通股，作为存托人存放在美国摩根大通银行。预计首次公开发行价格将在每股美国存托股7.50美元至8.00美元之间。

我们的普通股目前在澳大利亚证券交易所以“CDX”的符号进行交易KiBiEx。2023年8月10日，我们普通股在澳交所的收盘价为每股普通股0.18澳元（根据澳大利亚储备银行截至该日公布的1.00澳元对0.6545美元的汇率，每股普通股0.12美元）。美国存托股的首次公开发行价格将通过我们与承销商之间的谈判确定，并将基于美国存托股票定价前我们在澳交所的普通股交易价格以及当前市场条件和本招股说明书第188页“承销”部分所述的其他因素。我们已申请在纳斯达克资本市场以“CDEX”符号上市。除非我们的美国存托股获准在纳斯达克资本交易所上市，否则我们不会完成此次发行。

商业概述

我们是一家商业阶段的数字医疗保健公司，使用我们的医疗设备来重新定义高血压、心血管疾病（CVD）和其他主要血管疾病的临床诊断和管理方式KiBiEx。我们的SphymoCor XCEL以ATCOR品牌上市，是一种生命体征和血管生物标志物监测设备，可对中心主动脉压力波形进行非侵入性评估，包括压力和动脉硬化指数。我们的SphymoCor XCEL提供心脏、大脑和肾脏实际经历的动脉压的无创测量。

展开全文

我们开创性的SphymoCor血管生物传感技术使用经过临床验证和美国食品药品监督管理局批准的新型传感器来收集数字血管生物标志物KiBiEx。这些生物标志物代表了血管健康的关键指标，包括但不限于中心血压（cBP）、血管硬度、血管年龄和心脏压力。SphymoCor技术已被应用于制药公司和医疗保健系统赞助的多项临床试验中，以测量动脉健康状况。当与基于云的数据分析相结合时，我们相信，我们使用SphymoCor技术构建的患者友好型台式机和可穿戴设备使整个医疗保健生态系统的关键利益相关者能够从我们的数字血管生物标志物中获得有价值的健康信息，而标准血压设备无法获得这些信息。我们相信，随着服务的提供变得越来越分散、由患者管理和以消费者为导向，我们面向消费者的解决方案正在为血管疾病的诊断创造一种新的范式，这与医疗保健行业的发展非常一致。

我们的愿景是成为领先的家庭、可穿戴、医疗保健、临床试验和远程患者监测解决方案提供商，以解决与高血压相关的常见健康障碍，包括高血压、心血管疾病、阿尔茨海默病、慢性肾脏病（CKD）和其他主要血管健康状况KiBiEx。我们的两家子公司，ATCOR Medical（ATCOR）和CONNEXT Health（CONNEXT），专注于我们目标医疗保健市场的独立但互补的行业。ATCOR建立了SphymoCor技术，并继续专注于为专业医疗保健提供者、现场临床试验、研究项目和医院网络提供各种专有的血管生物标志物解决方案，如我们的SphymoCOR XCEL系统和SunTech Oscar 2™ 带“SphymoCor Inside”的动态血压监测仪。我们的CONNEXT业务于2021年推出，将推出一套新设备和数字解决方案，战略目标是直接面向消费者健康、普通医疗保健提供商、远程患者监测、分散临床试验和家庭健康。

CONNEXT品牌下的前两款产品是CONNEXT Pulse和CONNEXT Band（统称为“CONNEXT产品”）KiBiEx。我们的CONNEXT产品结合了我们的SphymoCor血管生物传感技术，以获得代表血管健康的生物标志物。CONNEQT Pulse是我们与血压制造商Andon Health co.有限公司（“Andon”）共同开发的血管生物识别监测仪。它提供了传统血压计无法提供的双重血压（中枢和肱动脉）和其他先进的血管健康指标。CONNEXT Band是一种“医疗级”可穿戴设备（建议由美国食品药品监督管理局通过审批程序指定），我们正在与LifeQ B.V.（“LifeQ”）和深圳芬达智能科技有限公司（“芬达”）共同开发，LifeQ B.V是一家通用健康生物识别技术的开发商，芬达智能技术有限公司是一家可穿戴设备的合同制造商。它捕捉患者的血管健康数据，并使用腕带形状因子向消费者提供一般健康见解。有关我们与LifeQ和Fenda的关系以及相关协议的更详细讨论，请参阅“业务-制造、供应和运营”。我们预计CONNEXT Pulse将于2023年下半年商业化，最近于2023月获得美国食品药品监督管理局510（k）批准。CONNEXT Band可穿戴设备的目标是在2024年第二个日历季度实现商业化，但需获得美国食品药品监督管理局的510（k）批准。然而，不能保证美国食品药品监督管理局会批准CONNEXT带，也不能保证它会在目前规定的时间内批准。

KiBiEx我们历史

ATCOR最初由Michael O’Rourke教授在澳大利亚悉尼创立，他开创了无创评估中心主动脉压和动脉硬化指数的技术KiBiEx。这项技术后来被命名为“SphygmoCor”，其基础是O’Rourke教授与佛罗里达大学医学教授Wilmer Nichols共同进行的40多年血液动力学研究。我们的SphymoCor技术已经得到了世界各地研究人员的独立验证，并支持了超过2000项研究

运营结果

HY2023和HY2022的结果比较下表分别总结了我们在HY2023和HY2022的运营结果，并提供了有关这段时间内美元和百分比增长（或下降）的信息KiBiEx。

收入结果

HY2023的收入为90万美元，而HY2022的收入为150万美元，减少了60万美元KiBiEx。下表显示了HY2023和HY2022的收入变动，以及这些项目的变化：

与HY2022相比，HY2023的商品销售收入减少了20万美元，这是由于对客户的医疗器械销售减少，主要是由于发货日期的安排KiBiEx。

与HY2022相比，HY2023的租赁收入减少了40万美元，这是由于我们在2021年12月结束的两项主要临床试验的合同终止KiBiEx。

与HY2022相比，HY2023的其他收入减少了10万美元，主要是由于租赁收入的减少，因为其他收入的最大组成部分是为租赁设备提供服务KiBiEx。

MANAGEMENT（管理者）

Directors and Senior Management

The table below sets forth the certain information relating to our directors and senior management as of the date of this prospectus.

oard Members

Craig Cooper, BEc., LLB (Hons) has served as our Chief Executive Officer and a member of our board of directors since December 2017. Mr. Cooper co-founded Boost Mobile USA, a wireless service provider, and NRG Asia-Pacific Ltd., a private electricity supplier. Mr. Cooper has previously served in various leadership positions, including Managing Director, Founder, and Head of Venture Capital at Saban Ventures, a venture capital fund formed with Forbes 400 media entrepreneur Haim Saban, founding Partner in the Softbank Capital Technology Fund, a venture capital fund backed by Masayoshi Son, the Korean-Japanese billionaire technology entrepreneur, and a founding director of EBT Mobile, a Chinese mobile phone retail chain. Mr. Cooper is also a Director and shareholder of C2 Ventures Pty Ltd, the largest shareholder in CardieX, and the Chief Executive Officer of CardieX’s subsidiaries, ATCOR and CONNEQT Health. Mr. Cooper holds a Bachelor of Economics and a Bachelor of Laws (Honors) from the University of Sydney in Australia.

We believe Mr. Cooper is qualified to serve as a member of our board of directors because of his extensive corporate, venture capital, and business experience as well as his deep understanding of the Company’s market and growth opportunities, and his vision for the Company.

Niall Cairns, BEc., CA ANZ, FAICD has served as our Executive Chairman since August 2019 and was originally appointed as a Director in December 2017. Since January 1994, Mr. Cairns has served as co-founder and Managing Director of Kestrel Capital, a private equity and venture capital investment company, where he has raised and managed institutional and private funds, assisted in multiple mergers and acquisitions, initial public offerings, and public and private exit transactions. Mr. Cairns serves as Non-Executive Chairman of Tambla Limited and Director of Consolidated Financial Holdings Limited, DTS Limited, Kestrel Growth Companies Ltd and the St. Andrews College Foundation Limited. Mr. Cairns is a Director and shareholder of C2 Ventures Pty Ltd, the largest shareholder in CardieX. Mr. Cairns holds a BEc. in Economics, Accounting and Law from the University of Sydney.

We believe Mr. Cairns is qualified to serve as a member of our board of directors because of his extensive Australian and global experience serving on the boards of public and private companies, his substantial investment, corporate development and business strategy expertise gained in global/ANZ emerging growth companies, as well as his deep understanding of the Company’s growth opportunities.

Jarrod White has served as a member of our board of directors since May 2020 and is currently serving as our Interim Chief Financial Officer and Executive Director of the Company since May 2023. Mr. White also served as our former Chief Financial Officer from June 2018 to December 2022. Since May 2009, Mr. White has served as Managing Director of Traverse Accountants Pty Ltd, a public practice chartered accounting firm providing taxation, accounting, and outsourced Chief Financial Officer services. Since June 2014, Mr. White has served as Chief Financial Officer of High Peak Royalties Limited (ASX:HPR), a company engaged in building a portfolio of diversified high value resource royalties around the world. Mr. White has served as the Chief Financial Officer and Chief Executive Officer of multiple ASX listed entities in a range of sectors and has been engaged in the capital markets for over 15 years. As a Chartered Accountant with a specialty in corporate finance, Mr. White has been involved in the advisory and financing mandates of multiple initial public offerings, mergers and corporate transactions. Mr. White holds a B.A. in Business and Accounting from the University of Technology Sydney, and is a Chartered Accountant (ICAANZ) and Chartered Tax Advisor (TIA).

We believe Mr. White is qualified to serve as a member of our board of directors because of his financial expertise and his experience with Australian private and public company financial accounting matters and risk management.

R. King Nelson has served as a member of our board of directors since November 2015. Since October 2019, Mr. Nelson has served as Chief Executive Officer of Q’Apel Medical, a medical device company focused on neurovascular disease. From April 2007 to July 2016, Mr. Nelson served as President and Chief Executive Officer of Uptake Medical Corporation, a company focused on treatments for emphysema and lung cancer. Mr. Nelson has also previously served as President and Chief Executive Officer of Kerberos Proximal Solutions, a medical device company which was acquired by FoxHollow Technologies, and as President and Chief Executive Officer of VenPro Corporation, a heart valve business acquired by Medtronic. Mr. Nelson holds a B.S. in Communications from Texas Tech University and a M.B.A. in International Business from the University of Miami.

We believe Mr. Nelson is qualified to serve as a member of our board of directors because of his years of experience and knowledge of the healthcare industry, his experience serving on the boards of public and private medical technology companies and his perspective and expertise in healthcare leadership and business development.

Lesa Musatto has served as a member of our board of directors since April 2022. Since July 2021, Ms. Musatto has served as the Chief Marketing Officer at Auction Technology Group (ATG:LSE), a marketplace and auction services company. From July 2016 to July 2021, Ms. Musatto served as Chief Marketing Officer, Head of Technology and Head of Sales at Backroads, Inc., an active travel company. From April 2015 to July 2016, Ms. Musatto served as Chief Revenue Officer at Nuelle, Inc, a medical technology company. Ms. Musatto holds a B.A. in Political Science and French from the University of Minnesota.

We believe Ms. Musatto is qualified to serve as a member of our board of directors because of her extensive expertise in global brand development, direct to consumer businesses and go-to-market business development and implementation.

Senior Management and Key Employees

Steven Kesten, M.D. has served as our Chief Medical Officer since December 2020. Since January 2016, Dr. Kesten has provided consulting services to drug and medical device companies through SKC Life Sciences. Previously, Dr. Kesten served as President and Chief Medical Officer of Pneuma Respiratory, Inc., an inhaled drug and medical device development company, from March 2018 to December 2018, and Executive Vice President and Chief Medical Officer of Cytori Therapeutics, Inc. (NASDAQ: PSTV), a cell therapy and cell processing device company, from 2013 to 2016. Dr. Kesten has also previously served in various executive and senior management positions in the pharmaceutical and medical device industries, including at Uptake Medical and Boehringer Ingelheim Pharmaceuticals. Dr. Kesten also served as the Medical Director at The Toronto Lung Transplant Program, a staff pulmonologist at Toronto General Hospital and Toronto Western Hospital, and Medical Director of the Advanced Lung Disease Program at Rush Presbyterian St. Luke’s Medical Center in Chicago. Dr. Kesten holds an M.D. from the University of Toronto, received Royal College of Physicians and Surgeons of Canada certification in Internal Medicine and Pulmonary Medicine, and is Board Certified in Internal Medicine.

Mark Gorelick, Ph.D. has served as our Chief Product Officer since December 2020. Since 2007, Mr. Gorelick has served as Managing Director of XPhys Technologies, Inc., a fitness, health and wellness product company. From 2018 to 2019, Mr. Gorelick served as Vice President – Digital Health at Performance Lab Technologies, a software development company. From 2015 to 2018, Mr. Gorelick served as Chief Science Officer at PAI Health (formerly Mio Global), a health technology software company. Mr. Gorelick holds a BSc in Kinesiology from Dalhousie University, a MSc in Kinesiology from Dalhousie University, and a Ph.D. in Biomedical Science from University of Wollongong.

Ahmad Qasem Ph.D. has served as Chief Science and Research Officer of ATCOR Medical Pty Ltd. since 2021 and prior to serving in such position Mr. Qasem served in various roles at ATCOR Medical, including Director of Research and Applications, Principal Scientist, Manager, Clinical Applications and Research, and Clinical Application Development Specialist, beginning in 2002. Mr. Qasem has more than 22 years of experience in the fields of cardiovascular dynamics, mathematical modelling, non-invasive cardiovascular assessment methods, and biomedical signal analysis and processing. Mr. Qasem holds a B.S. in Electrical Engineering from the University of Massachusetts Dartmouth, a M.S. in Electrical Engineering from the University of Massachusetts Dartmouth, and a Ph.D. in Biomedical Engineering from the University of New South Wales.

Catherine Liao has served as our Chief Strategy Officer since September 2022. Previously, Ms. Liao served as Chief Executive Officer of Blumio, Inc., a medical device company, from February 2016 to September 2022, where she assisted with fundraising, constructed a leadership and advisory team with expertise across healthcare innovations, enterprise technology, and sensor technology, and designed and executed multiple research studies. Ms. Liao holds a BSc in Management Information Systems from Excelsior College, an MBA in Business Administration from Imperial College of London, and a MSc in Health Economics from London School of Economics.

Josh Stevens has served as President of CONNEQT Health since April 2023. Previously, Mr. Stevens served as President & Chief Growth Officer of DayTwo Inc, a diabetes management company, from December 2017 to June of 2022. Prior to DayTwo, Mr. Stevens served as the Chief Executive Officer of Keas, a benefits administration company for employers and payers from November 2012 to November 2016. Since 2018, Mr. Stevens has served on the board of directors of The Presbyterian Pension Fund as a member of the Executive Committee, Chair of the Audit Committee, and member of the Investment Committee. Since 2017, Mr. Stevens has been an advisor and limited partner with Crosslink Capital, in San Francisco, focusing on healthcare, health IT, and technology investments. Since January 2012, Mr. Stevens has provided management consulting services to healthcare and technology companies through Asymptote Partners. Mr. Stevens holds a BA in History from Wesleyan University, in Middletown, Connecticut.

There are no family relationships among any of our directors and senior management. The business address of each of our directors and senior management is CardieX Limited, 55 Lime Street, Suite 301, Sydney, NSW, 2000, Australia.