Davion Healthcare PLC F-1/A, filed Nov 7, 2025
Davion Healthcare PLC (DAVI)
As filed with the Securities and Exchange Commission on November 7, 2025
Registration No. 333-289205
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Amendment No. 2
FORM
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Ordinary Shares
CUSIP Number G27599 102
(Exact name of issuer of deposited securities as specified in its charter)
(Translation of issuer’s name into English)
N/A
(Translation of Registrant’s Name into English)
| Republic of | 3841 | Not Applicable | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Telephone: +
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive
offices)
(Address, including zip code, and telephone number, including area code, of agent for service)
Transfer Agent and Registrar in the United States:
VStock Transfer LLC, 18 Lafayette Place, Woodmere, NY 11598, USA
Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth Company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth Company
If an emerging growth Company
that prepares its financial statements in accordance with U.S. IFRS, indicate by check mark if the registrant has elected not to use
the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section
7(a)(2)(B) of the Securities Act.
This registration statement relates solely to a direct listing of our ordinary shares by the registered shareholders identified in this prospectus (“Registered Shareholders”), which are being registered for a secondary offering. The Registered Shareholders may or may not, elect to sell their ordinary shares covered by this prospectus, as and to the extent they determine. All 25,000,000 issued and outstanding ordinary shares are being registered solely to permit trading on the Nasdaq Global Market. Our Common shares are being registered for resale under Rule 415 of the Securities Act. Resales by our affiliates will remain subject to the limitations of Rule 144.
The validity of the issuance of the Ordinary Shares has been passed upon by David E. Price, Esq. of Washington, DC. The full opinion itself is filed as an exhibit (Exhibit 5.1 – Opinion of Counsel as to the Legality of the Securities Being Registered).
We have appointed Revere Securities LLC as our corporate advisor and as our lead market maker in connection with this direct listing. There is no underwriter in this transaction.
The opening price of our ordinary shares will not be fixed in advance. It will be established by Nasdaq’s opening auction process, which will be facilitated by the lead market maker. The lead market maker will provide continuous quotations and indicative pricing following the commencement of trading. For purposes of meeting Nasdaq’s initial listing requirements, management has used an expected opening price of $12 per share solely as a valuation reference.
The registration of 25,000,000 ordinary shares pursuant to this registration statement is for a direct listing and not a time-bound offering. This registration statement will remain effective unless and until it is withdrawn or modified by post-effective amendment.
Investing in our ordinary shares involves a high degree of risk. See the “Risk Factors” section of this prospectus for the risks and uncertainties you should consider before investing in our ordinary shares.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This registration statement shall hereafter become effective in accordance with the provisions of section 8(a) of the Securities Act of 1933.
TABLE OF CONTENTS
You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission. Neither we nor any of the Registered Shareholders have authorized anyone to provide any information different from, or in addition to, the information contained in this prospectus and in any free writing prospectuses we have prepared or that have been prepared on our behalf or to which we have referred you. Neither we nor any of the Registered Shareholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The Registered Shareholders are offering to sell, and seeking offers to buy, shares of their ordinary shares only under the circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sale of our ordinary shares. Our business, financial condition, results of operations and prospects may have changed since such date.
For investors outside the United States: Neither we nor any of the Registered Shareholders have done anything that would permit the use of or possession or distribution of this prospectus or any related free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our ordinary shares by the Registered Shareholders and the distribution of this prospectus outside the United States.
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ABOUT THIS PROSPECTUS
This prospectus is a part of a registration statement on Form F-1 (the “Registration Statement”) that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration or continuous offering process. Under this shelf process, the Registered Shareholders may from time to time sell the ordinary shares covered by this prospectus in the manner described in “Plan of Distribution.” Additionally, we may provide a prospectus supplement to add information to, or update or change information contained in this prospectus, including the “Plan of Distribution.” You should read this prospectus before deciding to invest in our ordinary shares. You may obtain this information without charge by following the instructions under “Where You Can Find Additional Information” appearing elsewhere in this prospectus.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that reflect our current expectations and views of future events. The forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations” and “Business.” Known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.
You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:
| · | our goals and strategies; | |
| · | our future business development, financial condition and results of operations; | |
| · | the expected growth of our product sales or revenues generated from our licensee; | |
| · | our expectations regarding demand for and market acceptance of our products and services; | |
| · | our expectations regarding our relationships with customers, contract manufacturers, component suppliers, third-party service providers, strategic partners and other stakeholders; | |
| · | competition in our industry; |
These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Prospectus Summary—Our Challenges,” “Risk Factors,” “Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations,” “Business” and other sections in this prospectus. You should read thoroughly this prospectus and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.
This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. The industry and demand for our products may not grow at the rate projected by market data, or at all. Failure of this market to grow at the projected rate may have a material and adverse effect on our business and the market price of our Ordinary Shares. In addition, the rapidly evolving nature of the Class I medical industry results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our market. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.
The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.
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TRADEMARKS, SERVICE MARKS AND TRADE NAMES
“Davion”, “D”, “BreastCheck”, “FootFlow”, “Testic”, “ThermaDerm” and other trademarks or service marks of Davion appearing in this prospectus are the property of Davion Healthcare Plc or its subsidiaries. Solely for convenience, some of the trademarks, service marks, logos and trade names referred to in this prospectus are presented without the ® and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This prospectus contains additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing in this prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights or trade names to imply an endorsement or sponsorship of us by any other companies.
MARKET, INDUSTRY AND OTHER DATA
This prospectus contains estimates, projections and other information concerning our industry, our business, and the markets for our product candidates. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from our own internal estimates and research as well as from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar sources. None of the reports or studies cited in this prospectus were commissioned by the Company.
In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Special Note Regarding Forward-Looking Statements.”
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and consolidated financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully. Unless the context otherwise requires, references in this prospectus to the “Company,” “Davion,” “we,” “us,” “our” and other similar designations refer to Davion Healthcare Plc and its consolidated subsidiary.
Our Company
Davion Healthcare Plc is an Irish Public Limited company focused exclusively on the development and commercialization of non-invasive home tests for the early detection of health anomalies, including cancers. Our home tests are non-diagnostic, focusing on early detection of potential health anomalies, for which if identified, further clinical tests outside of the scope of our products would be required.
We currently have four non-invasive home tests completed, namely, BreastCheck, FootFlow, Testic, and ThermaDerm. Our flagship product, BreastCheck, will be the first product to be launched in the first half of 2026. BreastCheck is a non-invasive home test designed to detect temperature anomalies in breast tissue, which may be indicative of cancer or other health conditions. The second product to be launched will be FootFlow, which is a home test for diabetics to monitor blood flow in feet and hands, for which poor circulation as a result of diabetes can lead to fingers and toes being amputated if poor blood circulation goes unchecked. The third product to be launched will be Testic. Testic is a home test for testicular anomalies, including testicular cancer. Testic works in a similar way to BreastCheck, by monitoring testicular temperature. Our fourth home test is ThermaDerm. ThermaDerm monitors skin temperature across various locations on the body to identify potential temperature changes which appear abnormal compared to other similar locations to help identify potential anomalies. None of the company’s home tests are diagnostic. They provide early warning of potential anomalies, for which further clinical investigation would be required in order for a diagnosis to be provided. The Company’s broad suite of non-invasive home testing kits help provide targeted additional health indicators for early detection, prevention, and wellness monitoring.
Our products, including BreastCheck and FootFlow, use thermography to detect small but meaningful changes in skin surface temperature. Liquid crystal film placed on the skin produces color shifts in response to temperature differences, creating a simple thermal map that highlights areas of concern.
BreastCheck applies this approach to identify abnormal breast tissue patterns that may warrant further clinical assessment, while FootFlow monitors circulation in the extremities of diabetic patients to detect risks associated with reduced blood flow, infection, or inflammation. By combining this proven film-based technology with artificial intelligence analysis of smartphone images, our products deliver standardized, reliable, and easy-to-understand results. This enables early detection at home in a safe, non-invasive, and scalable way.
All four tests meet Class I regulatory standards for non-invasive medical devices in the USA (FDA), in Europe (CE) and in the United Kingdom (UKCA). Regulatory approval for Class I products is by self-declaration, confirming that products registered meet the relevant regulatory standards as proscribed. Currently BreastCheck and FootFlow are registered with the FDA in the United States and have been since November 2023, and with regulatory bodies in the UK and the European Union also since November 2023.
All four products, BreastCheck, FootFlow, Testic and ThermaDerm are registerable as Class I Medical devices (which are “over the counter” product, meaning they can be sold in pharmacies, and on line, and are not required to be provided through clinicians), with the FDA in the USA, CE in Europe and UKCA in the United Kingdom. Non-invasive, non-diagnostic medical devices such as our four home tests, are registered under a “self-declaration” process, provided the device specification adheres to regulatory standards for Class I medical devices, supported by medical data sheets. Medical regulators have the ability to “question” the classification category for any medical device, and may on examination require re-classification of any medical device and the requirement for any such product to meet the revised technical product standard re-categorized as necessary in order to be able to be sold in the relevant country/region.
Our commercial strategy is primarily focused on licensing the manufacturing, marketing, sales, and distribution rights for our products to regional or global commercial partners. These licensees are responsible for obtaining necessary regulatory approvals in their territories and for delivering product support, including customer service and warranty administration. We believe this structure enables us to leverage the established infrastructure, expertise, and market reach of third parties, while allowing us to remain a capital-efficient innovator in medical device technology.
Although our strategic model is licensing-driven, we continually evaluate market conditions and the performance of our licensees. If we determine that a licensee has failed to meet its obligations or if commercial, operational, or regulatory conditions change, we may elect to assume responsibility for manufacturing, sales, or distribution of one or more of our products directly. Such a transition may require additional capabilities, resources, and investment and may involve a period of operational realignment as we establish or expand internal commercialization capacity.
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Product launches commence with BreastCheck in the USA in the first half of 2026 under a global license agreement with NeuRX Health, Inc. (“NeuRX”), with follow on product launches in Europe and the United Kingdom, the timing of which will be subject to market conditions while the Company will monitor on an ongoing basis. In respect of initial product launches in the USA, FootFlow is anticipated to launch six months after the initial launch of BreastCheck, and like BreastCheck, it will launch in the USA initially and then develop operations into Europe and the United Kingdom. ThermaDerm and Testic launch dates will be reviewed by management as to launch times and all regulatory filings will be established and filed as applicable, prior to the launch of those two products. During our initial year of commercialization, we expect revenues to be derived primarily from BreastCheck and FootFlow. For additional discussion of risks related to our business and products, see the “Risk Factors” section.
Direct Listing of Ordinary Shares
We are not offering any new securities in this Registration Statement. We are registering 25,000,000 ordinary shares, par value €0.01 per share, for which we have submitted an application to be listed for trading on the Nasdaq Global Market under the ticker symbol “DAVI”.
The Company’s ordinary shares have been assigned CUSIP number G27599 102, and will be held electronically through DTC under nominee Cede & Co.
This prospectus relates to the registration of the resale of all 25,000,000 of our issued and outstanding ordinary shares by the shareholders identified in this prospectus (the “Registered Shareholders”) in connection with the direct listing on the Nasdaq Global Market. All of these ordinary shares are already recorded in our register of members maintained by our registrar. The Registered Shareholders may, but are not required to, elect to sell some or all of their ordinary shares from time to time after this Registration Statement is declared effective by the Securities and Exchange Commission. Any such sales, if made, will be conducted through brokerage transactions at prevailing market prices. This registration statement does not register any primary offering by us and we will not receive any proceeds from the sale of ordinary shares by the Registered Shareholders.
There are no underwriters involved. We have appointed Revere Securities LLC (“Revere”) as our corporate advisor and as our lead market maker in connection with this direct listing.
The opening price of our ordinary shares will not be fixed in advance. It will be established by Nasdaq’s opening auction process, which will be facilitated by the lead market maker. The lead market maker will provide continuous quotations and indicative pricing following the commencement of trading. For purposes of meeting Nasdaq’s initial listing requirements, management has used an expected opening price of $12 per share solely as a valuation reference.
A blanket lock-up agreement has been entered into for a period of 90 days from the first day of trading of the company’s ordinary shares for all 6 members of the board of directors. The two Executive Directors, Jack Kaye and David Over, together with the four non-executive directors, Sir Eric Peacock, Kevin Riches, Susan M. King and Julian Sluyters.
Risks Associated with our Business and of Owning Our Ordinary Shares
An investment in our ordinary shares involves a high degree of risk. Our business, financial condition or results of operations could be adversely affected by any of these risks. You should carefully consider the risks described below and, in the “Risk Factors” section, contained in this prospectus. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, business prospects, financial condition or results of operations could be seriously harmed. This could cause the trading price of our ordinary shares to decline, resulting in a loss of all or part of your investment.
Our business and owning our ordinary shares are subject to numerous risks and uncertainties. These risks include, but are not limited to, the following:
| · | your ability to sell your ordinary shares at or above the price you bought them for due to (i) our listing not having the same safeguards as an underwritten initial public offering, which may result in the public price of our Class A ordinary shares being volatile and declining significantly upon listing, or (ii) the failure of an active, liquid, and orderly market for our ordinary shares to develop or be sustained; | |
| · | we are a pre revenue Company with a history of operating losses that is dependent on our CEO to fund its cash needs; |
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| · | our operating model, which includes the reliance on a single third party licensee for the manufacture and distribution of BreastCheck exposes us to risks beyond our control; | |
| · | our future growth depends on demand for BreastCheck and consumer adoption; | |
| · | our business depends substantially on the continuing efforts of our executive officers; | |
| · | our 2025 operating results are artificially low and not indicative of our future cost structure once we are publicly listed; | |
| · | you will be diluted by future issuances of additional ordinary shares in connection with our future business plans; | |
| · | our products are subject to a variety of government regulations, including HIPPA and FDA compliance in the U.S. | |
| · | we may not fully recover the value of our intellectual property portfolio; and | |
| · | risks related to our status as a foreign private issuer. |
Planned Future Capital Raise
While this Registration Statement relates solely to the direct listing of our existing ordinary shares, we may pursue a registered offering or other capital raise following the effectiveness of this Registration Statement and commencement of trading on Nasdaq.
Nasdaq Listing Requirements
To comply with the listing requirements of the Nasdaq Global Market, we have a sufficient number of both our ordinary shares and shareholders prior to listing to ensure that:
| · | There are at least 400 round-lot holders, each holder with a value of $100 or more; | |
| · | At least 50% of the 400 round lot holders, hold shares valued at $3,500 or more; | |
| · | The public float of ordinary shares represents a total value in excess of the minimum requirement of $42 million; | |
| · | The anticipated opening trading price is $12.00 per share, implying a total market capitalization of $300 million. |
Note that the opening trading price will be determined by Nasdaq’s auction process without underwriter support, which may increase volatility. Recent sales prices for our ordinary shares may bear little or no relation to the trading price at or subsequent to the opening of trading of the originally shares on Nasdaq.
There will be no underwriters to provide research coverage, stabilization, or marketing support.
Limited precedent exists for direct listings, creating additional uncertainty. We have appointed Revere Securities LLC as our corporate advisor and as our lead market maker in connection with this direct listing. There is no underwriter in this transaction.
Corporate Structure
Davion Healthcare Plc is incorporated in Ireland, and a majority of our outstanding securities are owned by non-U.S. residents. Under the rules of the U.S. Securities and Exchange Commission (the “SEC”), we are currently eligible for treatment as a “foreign private issuer.” As a foreign private issuer, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We are also an “emerging growth company” under the U.S. Jumpstart Our Business Startups Act (JOBS Act), and as such, we may take advantage of reduced reporting obligations.
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Summary Consolidated Financial Information
We are a pre-revenue Company that has incurred operating losses of €0.3 million for the six months ended June 30, 2025 and €1.3 million and €5.3 million for the years ended 2024 and 2023, respectively. We will not generate revenues until the commercial launch of our licensed BreastCheck product by our licensee, NeuRX, Health Inc., which is expected in the first half of 2026. Through the date of this Registration Statement, we have not generated any revenue and continue to operate at a loss, primarily due to ongoing product development and operational costs. Consequently, our liquidity has been limited, and we have been dependent on the CEO’s support to meet our working capital requirements and cover expenses. See “Related Party Transactions” for additional information and “Capitalization” for information regarding unaudited pro forma financial data related to the direct listing.
The Company’s regulatory-approved product portfolio and strategic licensing agreement with NeuRX Health Inc. are expected to provide future revenue and cash inflows. The Company believes as of the date of this Registration Statement, that with its current capitalization, our Chief Executive Officers’ ongoing financial support, and future contractual inflows, the Company believes that it has sufficient financial resources to meet its obligations for at least the next 12 months.
The consolidated financial statements included in this prospectus have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and audited by WithumSmith+Brown, PC, a PCAOB-registered independent public accounting firm. A complete copy of our audited consolidated financial statements for the fiscal years ended December 31, 2024, and December 31, 2023, and our unaudited interim consolidated financial statements for the six months periods ended June 30, 2025 and 2024, are provided in the Appendix to this prospectus.
Implications of Being an Emerging Growth Company
We qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements compared to those that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards.
We will remain an emerging growth company until the earliest of (a) the last day of the fiscal year during which we have total annual gross revenues of at least US$1.07 billion; (b) the last day of our fiscal year following the fifth anniversary of the completion of this prospectus; (c) the date on which we have, during the preceding three-year period, issued more than US$1.0 billion in non-convertible debt; or (d) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of the shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth Company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.
Implications of Being a Foreign Private Issuer
We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers. Moreover, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. In addition, as a Company incorporated in Ireland, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq Stock Market Rules corporate governance listing standards. However, the company will follow the Nasdaq rules regarding corporate governance. See “Risk Factors — Risks Related to Our Shares”.
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RISK FACTORS
Risks Related to Our Business and Operations
Our dependence on licensees exposes us to significant operational, financial, regulatory, and reputational risks.
Our license and warranty model relies on third parties to execute critical commercial and customer-facing functions, and any failure by a partner may materially impact our business. Our commercial strategy is based on granting regional or global licenses and delegating to these licensees substantial responsibility for manufacturing, marketing, distribution, sales support, customer service, and honoring product warranties. Because we do not directly control these activities, our business performance is dependent on their operational capabilities, financial strength, and strategic motivation. If a licensee does not perform effectively, our revenues, brand reputation, and regulatory compliance could suffer.
Global or regional licensee underperformance or default could abruptly restrict our market access and revenue streams.
In many cases, we may depend on a single licensee in a territory or even globally. Should that licensee experience financial distress, bankruptcy, management changes, loss of regulatory approval, or simply choose to withdraw from the market, we may have no immediate alternative route to market. Replacing such partners may take significant time due to regulatory approvals, onboarding, supply chain reconfiguration, and renegotiation of commercial arrangements. These delays could materially harm our ability to stabilize revenue and maintain market share.
Our risk exposure increases when licensees are responsible for warranty obligations and after-sales service.
Customers of our products will typically seek recourse from the licensee that sold or manufactured the product. If a licensee fails to properly administer warranty claims, provide replacement products, or deliver adequate post-sales support, consumer satisfaction may decline. Any lack of support perceived by customers can damage our brand and result in claims or complaints directed at us, even if the licensee is contractually responsible. Additionally, if a licensee becomes unable or unwilling to fulfill warranty obligations, we may be required to assume those liabilities ourselves, which could increase our costs and reduce profitability.
When a partner controls manufacturing, disruptions in their operations can directly translate to lost product availability.
Our licensees may rely on third-party component suppliers, logistics providers, and distributors. Instability anywhere in their supply chain could lead to stock shortages, inconsistent product quality, or delays in launch timelines. We may not be able to mitigate these impacts quickly, especially where tooling, technical know-how, or regulatory registration is tied to that licensee.
Exclusive licensee arrangement structures increase key-partner concentration risk.
Where we grant exclusive licenses across large geographic territories or product categories, the dependency risk intensifies. If that exclusive partner fails to meet commercial milestones, restricts product availability, or deprioritizes our product line in favor of competing offerings, we may be left with no practical alternative for commercializing our technology in that region for the duration of the exclusivity term.
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We may be forced to assume direct responsibility for manufacturing, sales, distribution, or warranty services if a licensee fails to perform, which could require substantial time and resources and may not be successful.
If a licensee does not meet its obligations or withdraws from a market, or if market conditions change and we determine that continued reliance on third parties is no longer viable or commercially advantageous, we may need to transition one or more of our products to direct commercialization. This may include assuming responsibility for manufacturing, supply chain, sales force development, regulatory compliance, customer support, or warranty administration. We have limited internal experience, infrastructure, and personnel to carry out these functions at scale. Any such transition could result in significant additional cost, production delays, loss of market share, adverse regulatory findings, or reputational harm. There is no assurance that we would be able to successfully implement direct commercialization or achieve the level of market penetration, pricing, or performance that we currently expect licensees to deliver.
We could experience cost increases or disruptions in the supply of raw materials, such as liquid crystal and/or thermochromic inks and films used in BreastCheck.
BreastCheck is to be manufactured and distributed under license by NeuRX Health Inc., a U.S. registered company. NeuRX Health may incur significant costs in procuring the raw materials required to manufacture and assemble BreastCheck. Manufacturing of BreastCheck specifically for the North American market will take place in the USA, with all product components supplied by U.S based providers to our licensed manufacturer NeuRX Health Inc. The prices of these materials fluctuate due to factors beyond the control of our licensee, including market conditions, global demand, currency fluctuations, tariffs, fuel shortages, and political or economic instability. Substantial increases in these costs could raise manufacturing and distribution expenses and reduce our royalty margins.
Our licensed manufacturers are dependent on their suppliers.
BreastCheck uses multiple parts sourced from numerous suppliers, some of which are limited or single-source. Any disruption in supply could temporarily halt production until alternative sources are qualified, which may not be achievable on acceptable terms or within a reasonable timeframe. Events such as supplier business failures, force majeure, regulatory changes, or other unforeseen factors could materially and adversely impact royalty revenues we expect to receive from NeuRX Health.
Our business and prospects depend significantly on our ability to build and maintain the BreastCheck brand.
Our future growth relies heavily on consumer awareness and acceptance of BreastCheck. We intend to pursue branding initiatives, including digital community engagement and ongoing awareness campaigns by our distributor. These efforts may not succeed and could require more costly traditional advertising channels. Negative publicity, unfavorable product reviews, or adverse social media commentary could harm consumer confidence and materially impact our business.
We are initially dependent on a limited number of products.
During our first year of commercialization, we expect to generate revenues primarily from BreastCheck and FootFlow. If we encounter delays in manufacturing, regulatory issues, adverse publicity, or lack of market acceptance of either product, our financial results could be materially and adversely affected.
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Our 2025 financial results are artificially low and not indicative of our future operating costs. We will incur increased costs as a result of becoming a public company.
In 2025 our executive officers and directors have waived their right to their annual renumeration of €3.6 million, until such time that the Company is listed on Nasdaq. As such, our 2025 financial results are artificially low and are not indicative of our future on-going cost structure once the Company is listed. Additionally, compliance with SEC and Nasdaq requirements and higher costs to operate as a public company will increase our expenses for legal, accounting, compliance, insurance, director and executive officer costs, stock compensation costs, amongst others.
Regulatory authorities may reclassify our products, which could increase costs and delay commercialization.
Our products are registered or eligible for registration as Class I medical devices. Regulators retain the discretion to reclassify devices into higher categories that require additional testing, data, or approvals. If any of our products were reclassified, we could incur significant costs, delays, or be unable to commercialize those products.
Our products are not diagnostic tests and may be misunderstood by consumers or healthcare professionals.
Our products are designed to provide early warning indicators and are not diagnostic. Consumers may misinterpret the results, fail to seek further medical evaluation, or rely on the tests as substitutes for clinical diagnosis. Misuse or misunderstanding of our products could result in adverse outcomes for consumers, reputational damage, and potential liability claims against us.
We have a limited operating history with no commercial sales.
Although we have completed development and achieved regulatory registration for certain products, we have not yet launched commercial sales. Investors have limited basis to evaluate our ability to successfully market and sell our products. Our failure to achieve commercial success in the early stages could impair our growth prospects and financial condition.
Our revenue may be adversely affected if our products are not accepted by consumers and healthcare professionals.
The commercial success of our products depends on market acceptance. Factors that may affect acceptance include consumer confidence in the reliability of the tests, recommendations from healthcare providers, pricing, competing products, and regulatory or media scrutiny. Failure to achieve broad acceptance would materially limit our revenue.
Our business depends substantially on the continuing efforts of our executive officers.
Our success depends on the continued service of our executive team. If one or more were to leave, we might not be able to replace them in a timely manner. Competition for qualified personnel is intense, and we have not obtained “key person” insurance. If our executives joined a competitor or founded a competing business, we could lose know-how, talent, and customer relationships.
Our future growth depends on demand for BreastCheck and consumer adoption.
Demand for BreastCheck is influenced by general economic, political, and social conditions, as well as product pricing, regulatory requirements, and consumer health awareness. Volatility in demand may lead to reduced sales, pricing pressure, and adverse effects on our financial results.
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We may become subject to product liability claims.
Because BreastCheck is a health-related product, we face the risk of liability claims if it does not perform as expected. Any such claims, whether or not successful, could result in substantial monetary awards, damage to our reputation, negative publicity, and inhibited commercialization. Insurance coverage may be inadequate to cover all potential liabilities.
If we fail to manage our growth effectively, we may not be able to market and sell BreastCheck successfully.
As we expand our licensing model and product portfolio, we must scale our operations, infrastructure, and personnel. Failure to manage this growth effectively could materially and adversely affect our business and financial results.
If we fail to properly protect and store consumer medical records, we may be subject to significant liability, litigation and reputational harm.
Our products involve the generation, collection, and storage of first-party medical records created through test results. These records are classified as highly sensitive personal information, and their handling is subject to strict regulatory frameworks, including data protection and privacy laws in the jurisdictions in which we operate. The requirements of such regulations are complex, may differ across markets, and are continually evolving.
Any failure by us, or by third parties on whom we rely, to implement and maintain adequate systems to protect this information could result in unauthorized access, data loss, misuse, or cyberattack. A breach of security affecting medical records could expose us to significant liability, governmental investigations, civil penalties, private litigation, and reputational harm. Even the perception that our data security measures are inadequate could have a material adverse effect on our ability to attract and retain customers.
We are dependent on third party mobile platforms for our product to work. If we fail to comply with a third party’s platform requirements our product acceptance will be negatively impacted.
We depend on mobile applications that operate on Apple iOS and Google Android platforms to allow customers to capture images of their test results using mobile phone cameras and transmit those images to our servers for further analysis. These applications are critical to the customer experience, and any disruption in their availability or performance could materially and adversely affect adoption of our products.
Because our mobile applications must comply with the requirements and policies imposed by Apple and Google, we are exposed to risks outside our control. Changes to technical standards, developer policies, or distribution rules could impair the functionality of our applications, delay necessary updates, or prevent continued availability through the Apple App Store or Google Play Store. Additionally, defects, performance failures, or security vulnerabilities in our applications, whether real or perceived, could undermine user confidence, damage our reputation, and expose us to claims of product malfunction.
If we are unable to properly maintain our technology infrastructure and comply with evolving laws on artificial intelligence use in healthcare, our business will be materially and adversely impacted.
The performance of our products depends heavily on the reliability of our back-end server infrastructure and the application of artificial intelligence (“AI”) algorithms to analyze customer test results. These systems must operate accurately and consistently in order to produce meaningful outcomes. Failures in server capacity, outages, software errors, cybersecurity incidents, or flaws in our AI-based analysis could result in inaccurate or delayed results. Such outcomes may cause customers to lose confidence in our products and could expose us to regulatory enforcement, liability claims, and reputational damage.
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Moreover, the regulatory environment for AI technologies remains uncertain and continues to evolve. New laws or guidance governing AI use in healthcare, data analysis, or medical devices could increase our compliance costs, impose new operational requirements, or restrict our ability to deploy AI in the manner we currently anticipate. If we are unable to maintain the accuracy, security, and compliance of our back-end infrastructure and AI systems, our business, financial condition, and results of operations could be materially and adversely affected.
Risks Related to Our Sales-and-Licensing Business Model
We depend significantly on third-party licensees for the commercialization of our products, and our success depends on their performance.
Our business model relies on entering into licensing and distribution agreements with third parties for the manufacturing, marketing, and sale of our medical devices. For example, we have entered into a global license agreement with NeuRX to manufacture and distribute our first product, BreastCheck. We do not have, and may never develop, our own large-scale sales force or internal manufacturing facilities. As a result, our financial performance will depend heavily on the efforts and capabilities of our licensees. If these partners do not devote sufficient resources, expertise, or priority to our products, our revenues and market adoption may be materially harmed.
If our licensees fail to achieve required regulatory approvals or comply with applicable laws, our commercialization efforts may be delayed or prevented.
Our partners are responsible for regulatory submissions, manufacturing compliance, quality control, adverse event reporting, and ongoing regulatory obligations in various jurisdictions. Any failure by a licensee to obtain necessary regulatory approvals or to maintain ongoing compliance may result in delayed product launches, inability to market products, product recalls, regulatory sanctions, reputational damage, and reduced revenue to us.
We have limited control over the sales, pricing, and marketing strategies of our licensees, and mismanagement could adversely impact our brand and revenues.
Our agreements generally grant partners discretion over commercial strategy, including marketing spend, product promotion, sales coverage, and pricing decisions. If a partner’s strategy is ineffective or inconsistent with our brand positioning or market expectations, product uptake may be hindered, and our reputation and business prospects could suffer.
Our license agreements may be terminated, and we may not secure alternative licensees in a timely manner, if at all.
Many of our agreements include termination rights for non-performance or other commercially customary reasons. If a licensee elects to discontinue a product line, shifts focus to competing priorities, or becomes financially distressed, we may experience significant delays while we seek replacement partners. Such delays could materially impact revenues and market penetration.
Our licensees may market or develop competing products, reducing their focus on our portfolio.
Some partners may sell or develop products that compete with ours, which may dilute their commercial commitment. Even where exclusivity applies, licensees may still allocate their resources toward more profitable or strategically important alternatives, impairing our ability to achieve expected revenue.
If our partners fail to meet minimum manufacturing or sales targets, we may not receive anticipated royalties or milestone payments.
We may rely on contractual minimums that do not guarantee actual performance. Failure to meet sales or production targets could result from inadequate resources, poor regulatory execution, limited market acceptance, supply chain issues, or general economic conditions. We may also be forced to renegotiate terms on less favorable conditions.
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Disputes with partners could result in costly litigation or arbitration and disrupt commercialization.
Licensing arrangements may give rise to disagreements regarding milestone obligations, royalties, product quality, marketing commitments, and regulatory compliance. Resolving disputes can divert management attention, incur significant legal expenses, damage relationships, and interrupt supply or sales.
Our reliance on third parties creates confidentiality and intellectual property enforcement risks.
We must share proprietary information with our licensees. Despite contractual protections, we cannot ensure that partners will maintain confidentiality or refrain from misusing our intellectual property. Infringement or unauthorized use may reduce our competitive advantage and result in costly enforcement actions.
Failure by our licensees to maintain adequate product quality and supply may harm our reputation and commercial success.
We rely on partners to produce devices consistent with regulatory standards and our specifications. Variations in product quality, manufacturing delays, stock shortages, or product recalls attributable to partners could significantly harm the market perception of our technologies and materially reduce revenue.
Risks Related to Government Regulations
Failure to comply with U.S. federal and state healthcare privacy and data protection laws, including HIPAA, could result in significant ļiability and adversely affect our business.
Our online proprietary test portal collects, transmits, and maintains health-related and personal information from users in the United States. As the licensor and operator of the portal, we are responsible for compliance with applicable U.S. federal and state healthcare privacy and data protection laws, including the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), and its implementing regulations.
HIPAA and related rules establish extensive privacy, security, and breach-notification obligations for “covered entities” and their “business associates” with respect to protected health information (“PHI”). To the extent our technology or services involve the creation, receipt, maintenance, or transmission of PHI, we may be deemed a business associate and required to implement and maintain robust administrative, technical, and physical safeguards to protect such data. In addition, numerous U.S. states have enacted complementary or more stringent privacy and cybersecurity laws, some of which apply to consumer health information, biometric data, or other personally identifiable information, regardless of HIPAA status. Complying with these overlapping and evolving requirements may require significant resources and continuous updates to our policies, systems, and contractual arrangements with service providers.
Any failure, or perceived failure, by us or our third-party vendors to comply with HIPAA or applicable state privacy and security requirements could result in investigations, enforcement actions, substantial civil or criminal penalties, and mandatory corrective measures. A data breach or other security incident affecting information collected through our connected devices or portal could expose us to litigation, loss of customer confidence, and reputational harm. Because we are in the early stages of commercialization and rely on digital connectivity for product performance and support, any such event could materially delay our ability to generate revenues, increase our compliance costs, or limit our ability to enter into commercial arrangements.
Although we plant to implement privacy and data-security policies designed to safeguard PHI and other personal data, and plan to conduct periodic risk assessments of our systems and vendors, no security measures are infallible. Cyberattacks, human error, or system vulnerabilities could result in unauthorized access to or loss of data. In addition, evolving interpretations of HIPAA or new state-level privacy laws may impose additional obligations or liabilities on us. Any failure to comply with these requirements could result in regulatory sanctions, financial penalties, or operational disruptions, any of which could materially adversely affect our business, financial position, and results of operations.
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Compliance by our licensees with U.S. FDA regulations applicable to Class I medical devices.
Because we rely on third-party licensees to manufacture and distribute our Class I medical devices in the United States, any failure by these licensees to comply with U.S. Food and Drug Administration (“FDA”) regulations could expose us to regulatory, commercial, or reputational risks.
We license certain of our technologies and product rights to third-party licensees that are responsible for manufacturing, labeling, and distributing the related medical devices in the United States. These products are regulated by the U.S. Food and Drug Administration (“FDA”) as Class I medical devices under the Federal Food, Drug and Cosmetic Act (the “FD&C Act”). Although such devices are generally considered low-risk and are subject primarily to the FDA’s “general controls,” including establishment registration, device listing, labeling, complaint handling, and medical device reporting obligations, our licensees are directly responsible for ensuring compliance with these requirements.
While our agreements typically require our licensees to comply with all applicable laws and regulations and to maintain appropriate quality systems, we do not control their day-to-day regulatory, manufacturing, or distribution activities. As a result, we depend on their continued regulatory compliance and cooperation with the FDA. If a licensee fails to comply with applicable FDA requirements—such as quality system regulations, labeling rules, or medical device reporting obligations—the FDA could take enforcement action against the licensee, including warning letters, product seizures, injunctions, or recalls. Even though we are not the registered manufacturer, such actions could adversely affect our brand, restrict product availability, or lead to claims against us as the technology owner or licensor.
Further, the FDA may determine that a product manufactured or marketed by a licensee requires a pre-market notification (510(k)) submission or other regulatory clearance. If the licensee is delayed or unable to obtain such clearance, commercialization of the affected product could be delayed or suspended, resulting in reduced royalty income to us. Any material compliance issues by our licensees could therefore disrupt supply, delay revenue, or damage our reputation in the medical community.
Although we seek to mitigate these risks through contractual oversight, reporting requirements, and quality review rights, we cannot assure you that our licensees will maintain full compliance with all FDA regulations at all times. Any actual or perceived non-compliance by a licensee could result in enforcement action, reputational harm, loss of market access, or financial penalties, any of which could materially adversely affect our business, financial position, and results of operations.
Risks Related to Intellectual Property and Competition
We may not fully recover the value of our intellectual property portfolio in the future.
Our ability to recover the value of our intellectual property portfolio is subject to a variety factors, many beyond our control. We regularly review our long-lived assets, including identifiable intangible assets for impairment. Acquired indefinite life intangible assets are subject to impairment review on a periodic basis and whenever potential impairment indicators are present. The amount of identifiable intangible assets on our consolidated balance sheet as of December 31, 2024 and 2023 was €65.0 million. We determine the recoverability of these assets based on our estimate of fair value utilizing discounted cash flow analysis. The inputs to determine these cash flows requires significant judgment regarding future business conditions, consumer demand for our products, pricing for our products to name a few. We may record significant impairment charges in the future if there are changes in market conditions impacting inputs into our determination of fair value, a significant reduction in share price or other changes in the future outlook. Future events or decisions may lead to asset impairments and/or related charges. Certain impairment may result from a change in our strategic goals, business direction or other factors relating to the overall business environment. Any significant impairment charges could have a material adverse effect on our results of operations.
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We may need to defend against patent or trademark infringement claims.
Competitors or other parties may assert intellectual property rights that interfere with our ability to manufacture or license BreastCheck. If we were found to infringe such rights, we could be required to cease sales, redesign our products, or obtain licenses on unfavorable terms. Litigation, even if not successful, could divert resources and harm our reputation.
We may not be able to prevent others from unauthorized use of our intellectual property.
We consider our patents, trademarks, and trade secrets critical to our success. However, patents may expire, be invalidated, or provide only limited protection, and enforcement can be costly and uncertain, particularly in foreign jurisdictions. Unauthorized use of our intellectual property could erode our competitive position and harm our revenues.
We may be subject to risks associated with strategic alliances or acquisitions.
Future joint ventures, licensing partnerships, or acquisitions could expose us to risks such as loss of proprietary information, non-performance by partners, integration difficulties, or exposure to unanticipated liabilities. Acquisitions may also require significant capital or equity issuances, resulting in dilution.
Risks Related to Macroeconomic Conditions
Adverse macroeconomic or geopolitical events could affect our business.
Global economic uncertainty, including inflation, energy price volatility, geopolitical conflicts, and public health crises, may reduce consumer confidence and impact demand for BreastCheck and other future products.
Risks Related to Our Direct Listing and Capital Markets
Because we are conducting a direct listing rather than a traditional underwritten IPO, investors face additional risks.
This is not an underwritten initial public offering. This listing differs from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following:
| • | There are no underwriters. Consequently, prior to the opening of trading on the Nasdaq, there will be no book building process and no price at which underwriters initially sold shares to the public to help inform efficient price discovery with respect to the opening trades on the Nasdaq. Therefore, buy and sell orders submitted prior to and at the opening of trading of our ordinary shares on the Nasdaq will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public. Moreover, there will be no underwriters assuming risk in connection with the initial resale of our ordinary shares. Additionally, because there are no underwriters, there is no underwriters’ option to purchase additional shares to help stabilize, maintain, or affect the public price of our ordinary shares on the Nasdaq immediately after the listing. In an underwritten initial public offering, the underwriters may engage in “covered” short sales in an amount of shares representing the underwriters’ option to purchase additional shares. To close a covered short position, the underwriters purchase shares in the open market or exercise the underwriters’ option to purchase additional shares. In determining the source of shares to close the covered short position, the underwriters typically consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the underwriters’ option to purchase additional shares. Purchases in the open market to cover short positions, as well as other purchases underwriters may undertake for their own accounts, may have the effect of preventing a decline in the market price of shares. Given that there will be no underwriters’ option to purchase additional shares or otherwise underwriters in engaging in stabilizing transactions, there could be greater volatility in the public price of our ordinary shares during the period immediately following the listing. See also “—The public price of our ordinary shares may be volatile, and could, upon listing on the Nasdaq, decline significantly and rapidly.” |
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| • | There is not a fixed number of securities available for sale. Therefore, there can be no assurance that any Registered Shareholders or other existing shareholders will sell any or all of their ordinary shares and there may initially be a lack of supply of, or demand for, ordinary shares on the Nasdaq. Alternatively, we may have a large number of Registered Shareholders or other existing shareholders who choose to sell their ordinary shares in the near-term resulting in oversupply of our ordinary shares, which could adversely impact the public price of our ordinary shares once listed on the Nasdaq. |
| • | Other than management and Affiliates, none of our Registered Shareholders have entered into contractual lock-up agreements or other contractual restrictions on transfer. In an underwritten initial public offering, it is customary for an issuer’s officers, directors, and most of its other shareholders to enter into contractual lock-up arrangement with the underwriters to help promote orderly trading immediately after listing. Consequently, any of our shareholders who own our ordinary shares may sell any or all of their ordinary shares at any time (subject to any restrictions under applicable law), including immediately upon listing. If such sales were to occur in a significant quantum, it may result in an oversupply of our ordinary shares in the market, which could adversely impact the public price of our ordinary shares. |
| • | We will not conduct a traditional “roadshow” with underwriters prior to the opening of trading on the Nasdaq. Instead, we intend to host an investor day, as well as engage in certain other investor education meetings. In advance of the investor day, we will announce the date for such day over financial news outlets in a manner consistent with typical corporate outreach to investors. We will prepare an electronic presentation for this investor day, which will have content similar to a traditional roadshow presentation, and make one version of the presentation publicly available, without restriction, on a website. There can be no guarantees that the investor day and other investor education meetings will have the same impact on investor education as a traditional “roadshow” conducted in connection with an underwritten initial public offering. As a result, there may not be efficient price discovery with respect to our ordinary shares or sufficient demand among investors immediately after our listing, which could result in a more volatile public price of our ordinary shares. |
Such differences from an underwritten initial public offering could result in a volatile market price for our ordinary shares and uncertain trading volume and may adversely affect your ability to sell your ordinary shares.
The public price of our ordinary shares may be volatile, and could, upon listing on the Nasdaq, decline significantly and rapidly.
As this listing is taking place via a novel process that is not an underwritten initial public offering, there will be no book building process and no price at which underwriters initially sold shares to the public to help inform efficient price discovery with respect to the opening trades on the Nasdaq. Pursuant to Nasdaq Rules, we have engaged Revere Securities LLC as a financial advisor to be available to consult with the designated market maker (the “DMM”) in setting the opening public price of our ordinary shares on the Nasdaq. Based on information provided by the Nasdaq, the opening public price of our ordinary shares on the Nasdaq will be determined by buy and sell orders collected by the Nasdaq from broker-dealers and the Nasdaq is where buy orders can be matched with sell orders at a single price. Based on such orders, the DMM will determine an opening price for our ordinary shares in consultation with Revere Securities LLC pursuant to Nasdaq rules. For more information, see “Plan of Distribution.”
However, because Revere Securities LLC will not have engaged in a book building process, they will not be able to provide input to the DMM that is based on or informed by that process. Moreover, prior to the opening trade, there will not be a price at which underwriters initially sold ordinary shares to the public as there would be in an underwritten initial public offering. This lack of an initial public offering price could impact the range of buy and sell orders collected by the Nasdaq from various broker-dealers. Consequently, the public price of our ordinary shares may be more volatile than in an underwritten initial public offering and could, upon listing on the Nasdaq, decline significantly and rapidly.
We may conduct a public offering or other capital raising transaction shortly after listing.
Any future transaction may dilute existing shareholders and adversely affect our share price. In addition, announcements relating to financings, acquisitions, litigation, or changes in financial performance may create volatility in our trading price.
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If securities or industry analysts do not publish research about us, or publish unfavorable reports, our share price and trading volume could decline.
The market price and trading volume of our ordinary shares will depend, in part, on the research and reports that securities or industry analysts publish about us and our business. We will have no control over these analysts or their content. If analysts do not cover us, if coverage is limited, or if they issue negative or inaccurate reports regarding our business, our industry, or our stock, the market price and trading volume of our ordinary shares could decline.
Risks Related to Ownership, Taxation and Jurisdiction
Because we have no current plans to pay cash dividends on our ordinary shares, you may not receive any return on investment unless you sell your ordinary shares for a price greater than that which you paid for it.
We currently intend to retain all available funds and any future earnings to fund the development, commercialization and growth of our business, and therefore we do not anticipate declaring or paying any cash dividends on our ordinary shares in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant. Our future ability to pay cash dividends on our ordinary shares may also be limited by the terms of any future debt securities or credit facility. As a result, capital appreciation, if any, of the ordinary shares you purchase in this offering will be your sole source of gain for the foreseeable future.
Our executive management, directors and their respective affiliates on a combined basis own a significant percentage of our outstanding shares and will be able to exert significant influence over matters subject to shareholder approval, especially if one or a few shareholders who own between 1% but less than 5% of our ordinary shares, vote based on their recommendations.
As of the date of this Registration Statement, our executive officers, directors and five percent or greater shareholders and their respective affiliates, beneficially own, in the aggregate, approximately 46% of our outstanding ordinary shares. To the extent that the same group continue to own a significant percentage of our ordinary shares following this direct listing, these shareholders, if they act together, will be able to significantly influence the management and affairs of our Company and most matters requiring shareholder approval. This concentration of ownership may prevent or discourage unsolicited acquisition proposals or offers for our ordinary shares that you or other shareholders may feel are in your or their best interest as one of our shareholders.
You will be diluted by future issuances of additional ordinary shares in connection with our future adoption of an incentive plan, acquisitions or otherwise; future sales of such shares in the public market, or the expectations that such sales may occur, could lower our share price.
Our direct listing advisor, Revere Securities, LLC, will receive 0.5% of our outstanding equity as part of their listing fee at the time of the listing or 125,000 ordinary shares. This stock issuance, along with our plans to put in place a share option plan for executive officers, directors and third party service providers post listing, as well as other future business plans may require the issuance of significant additional shares including, investments, acquisition of a business, the acquisition of intellectual property or financing activities. Stock issuances related to any of these activities will dilute our existing shareholders, and such dilution could be significant. Moreover, such dilution could have a material adverse effect on the market price for our ordinary shares.
If a United States person is treated as owning 10% or more of our shares, such holder may be subject to adverse U.S. federal income tax consequences.
If a United States person is treated as owning (directly, indirectly, or constructively) at least 10% of the value or voting power of our shares, such person may be treated as a “United States shareholder” with respect to us and each of our controlled foreign corporation (“CFC”) subsidiaries (if any). A United States shareholder of a CFC may be required to report annually and include in its U.S. taxable income its pro rata share of “Subpart F income,” “global intangible low-taxed income,” and investments in U.S. property by CFCs, regardless of whether we make any distributions. An individual that is a United States shareholder with respect to a CFC generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a United States shareholder that is a U.S. corporation.
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Failure to comply with these reporting obligations may subject a United States shareholder to significant monetary penalties and may prevent the statute of limitations with respect to such shareholder’s U.S. federal income tax return for the year for which reporting was due from starting. We cannot provide any assurances that we will assist investors in determining whether we are or any of our non-U.S. subsidiaries is treated as CFC or whether any investor is treated as a United States shareholder with respect to any such CFC or furnish to any United States shareholder information that may be necessary to comply with the above reporting and tax paying obligations. The United States Internal Revenue Service has provided limited guidance on situations in which investors may rely on publicly available information to comply with their reporting and tax paying obligations with respect to foreign-controlled CFCs. A United States investor should consult its advisors regarding the potential application of these rules to an investment in our ordinary shares.
U.S. holders of our ordinary shares may suffer adverse consequences if we are treated as a passive foreign investment company.
We would be a passive foreign investment company (“PFIC”), for any taxable year if, after the application of certain look-through rules, either: (i) 75% or more of our gross income for such year is “passive income” (as defined in the relevant provisions of the Internal Revenue Code of 1986, as amended) (the “Code”); or (ii) 50% or more of the value of our assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income.
If we are treated as a PFIC, adverse U.S. federal income tax consequences could apply to a U.S. Holder (as defined in the section titled “Taxation—United States Federal Income Tax Considerations”) if we are treated as a PFIC for any taxable year during which such U.S. Holder holds our ordinary shares. U.S. Holders are urged to consult their tax advisors about the potential application of the PFIC rules to their investment in our ordinary shares.
As an Irish company, investors may face difficulties enforcing their rights.
Irish corporate law differs from U.S. law, and shareholder protections are less developed. In addition, most of our directors and officers reside outside the United States, making it difficult to enforce U.S. judgments.
Risks Related to Reporting and Compliance
We identified a material weakness for the years ended December 31, 2024, 2023, and 2022 and we may identify material weaknesses in the future that may cause us to fail to meet our reporting obligations or result in material misstatements of our financial statements. If we fail to remediate any material weaknesses or if we otherwise fail to establish and maintain effective control over financial reporting, our ability to accurately and timely report our financial results could be adversely affected.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. If we identify material weaknesses in our internal control over financial reporting or fail to meet the demands that will be placed upon us as a public company, including the requirements of the Sarbanes-Oxley Act, we may be unable to accurately report our financial results, or report them within the timeframes required by law or stock exchange regulations. Under Section 404 of the Sarbanes-Oxley Act, we will be required to evaluate and determine the effectiveness of our internal control over financial reporting and provide a management report as to internal control over financial reporting. Failure to maintain effective internal control over financial reporting also could potentially subject us to sanctions or investigations by the SEC or other regulatory authorities. In connection with the audit of our financials for the years ended December 31, 2024, 2023, and 2022, we and our auditors identified certain deficiencies in internal controls that are considered to be material weaknesses. These material weaknesses contributed to the restatement of our 2024 and 2023 consolidated financial statements. We intend to remediate these weaknesses by hiring additional resources and modifying our internal and disclosure controls over financial reporting. We cannot assure you that these existing material weaknesses will be remediated or that additional material weaknesses will not exist or otherwise be discovered, any of which could materially adversely affect our business, operating results, and financial condition.
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We qualify as an emerging growth company and a “foreign private issuer.”
We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including (i) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (ii) having the option of delaying the adoption of certain new or revised financial accounting standards, (iii) reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements and (iv) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We may take advantage of these exemptions until such time that we are no longer an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock. Further, pursuant to Section 107 of the JOBS Act, we have elected to take advantage of the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards.
We will remain an emerging growth company until the earliest of (i) five years from the date of our initial public offering, (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, (iii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our ordinary shares held by non-affiliates was $700.0 million or more as of the last business day of the second fiscal quarter of such year or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
It is possible that some investors will find our ordinary shares less attractive as a result of the foregoing, which may result in a less active trading market for our ordinary shares and higher volatility in our share price.
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USE OF PROCEEDS
This registration statement relates solely to the registration of our ordinary shares in connection with a direct listing of those shares on the Nasdaq Global Market.
The issuer is not offering any shares in this Registration Statement and will not receive any proceeds from the registration or potential resale of our ordinary shares by the Registered Shareholders. Any future capital raises by the Company will be subject to a separate registration statement or exemption therefrom.
EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses in connection with the registration of our Ordinary Shares and the listing on the Nasdaq Global Market. All amounts are estimates, except for the SEC registration fee.
Expense Estimated Amount (USD)
| SEC registration fee | $ | 36,900 | ||
| Legal fees and expenses | 250,000 | |||
| Direct listing advisor fees | 300,000 | |||
| Transfer agent and registrar fees | 10,000 | |||
| Nasdaq listing fee | 295,000 | |||
| Printing and filing expenses | 5,000 | |||
| Miscellaneous | 25,000 | |||
| Total | $ | 921,900 |
These cash expenses will be funded through continued advances from Malbrite Ltd. Malbrite Ltd is wholly owned and controlled by our Chief Executive Officer, Jack Kaye. As a result, these funding arrangements represent related-party transactions. Advances are non-interest-bearing, unsecured, and repayable only upon completion of a future capital raise. The dual role of Mr. Kaye as both CEO of Davion Healthcare Plc and owner of Malbrite Ltd may create potential conflicts of interest in respect of the Company’s financing arrangements. Malbrite Ltd is not and never has been a shareholder of the Company.
On the 22nd October 2025, a letter of financial support from Malbrite Ltd was provided to WithumSmith+ Brown, the Company’s PCAOB auditor, confirming the continuing ongoing financial support of Malbrite Ltd to the Company, a copy of which is filed as Exhibit 99.4 to this Registration Statement.
DIVIDEND POLICY
Following this registration, the payment of dividends will be at the discretion of our board of directors, subject to certain requirements of Ireland law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. In either case, all dividends are subject to certain restrictions under Ireland law, namely that our Company may only pay dividends out of profits or share premium, and provided always that in no circumstances may a dividend be paid if this would result in our Company being unable to pay its debts as they fall due in the ordinary course of business. Even if we decide to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.
We do not have any present plan to pay any cash dividends on our Ordinary Shares in the foreseeable future after this registration. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.
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CAPITALIZATION
The following table sets forth the capitalization of Davion Healthcare Plc as of June 30, 2025:
| · | on an actual basis, and | |
| · | on a pro forma basis, giving effect to (i) the completion of our direct listing on Nasdaq, (ii) the issuance of 125,000 ordinary shares to our listing advisor and the related $200,000 cash advisory fee and $100,000 expense reimbursement payable upon completion of the listing, and (iii) the payment of approximately $621,920 in estimated additional costs and professional fees directly attributable to the listing (total €782,002 of cash expenses including cash advisory fees), are first applied as a reduction to cash and the balance to increase “Advances from related parties”. |
This information should be read together with our consolidated financial statements and the related notes included elsewhere in this prospectus, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The unaudited pro forma information is presented for illustrative purposes only and does not purport to represent our actual financial position or results of operations had these events occurred on the dates indicated.
| Pro Forma Capitalization | Unaudited | Unaudited | ||||||
| June 30, 2025 | June 30, 2025 | |||||||
| Actual | Pro Forma | |||||||
| Cash and cash equivalents | € | 4,396 | € | – | ||||
| Advances from related parties | € | 321,084 | € | 1,098,690 | ||||
| Short-term and long-term debt | € | – | € | – | ||||
| Stockholders' equity: | ||||||||
| Share capital 25,000,000 shares @ .01 | € | 250,000 | € | 251,250 | ||||
| Share premium | 71,374,078 | 71,922,811 | ||||||
| Deficit | (6,906,126 | ) | (8,265,111 | ) | ||||
| Total stockholders' equity | € | 64,717,952 | € | 63,908,950 | ||||
| Total capitalization | € | 65,034,640 | € | 65,007,640 | ||||
The following table sets forth our unaudited pro forma basic and diluted loss per share for the periods indicated, giving effect to the issuance of 125,000 advisory shares valued at $12 per share or $1,500,000 (€1,358,958) upon completion of our direct listing, as if the transaction occurred on January 1, 2024.
| Pro Forma Loss Per Share | Unaudited | |||||||
| Actual EPS | Pro Forma EPS | |||||||
| For the year ended December 31, 2024 | € | (0.06 | ) | € | (0.12 | ) | ||
| Unaudited for the six months ended June 30, 2025 | € | (0.01 | ) | € | (0.01 | ) | ||
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Notes to Unaudited Pro Forma Information
(1) Basis of Presentation
Prepared in accordance with IFRS as issued by the IASB (including IAS 33, IAS 32 and IFRS 2). Adjustments reflect transactions directly attributable to the direct listing that are factually supportable and expected to have a continuing effect.
(2) Advisor Compensation and Expense Reimbursement
Upon completion of the direct listing, we will compensate our direct listing advisor, Revere Securities LLC, as follows: (i) a cash fee of $200,000 payable upon completion, (ii) reimbursement of $100,000 of listing-related expenses, and (iii) issuance of 125,000 ordinary shares valued at $12 per share (total fair value $1.5 million). The shares are recognized as a non-cash share-based compensation expense under IFRS 2. The cash fee and reimbursement are direct equity transaction costs under IAS 32.35 and deducted from share premium. The 125,000 shares are included in pro forma capitalization and weighted-average shares for EPS.
(3) Estimated Listing and Professional Fees
Estimated direct listing and professional fees of approximately $921,900 (legal, accounting, exchange and advisory costs) are deducted from equity and not reflected in pro forma earnings, as they are non-recurring and directly attributable to the equity transaction. Audit fees for historical financial statements are expensed in the period incurred and not treated as direct listing costs.
(4) Earnings Per Share
Pro forma basic and diluted loss per share reflect the weighted-average shares outstanding including the 125,000 advisor shares. Diluted loss per share equals basic loss per share as potential dilutive instruments are anti-dilutive given our net loss position.
(5) Limitation
The unaudited pro forma financial information is presented for illustrative purposes only and does not necessarily represent actual results that would have occurred had the direct listing been completed on the assumed dates.
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DILUTION
This Registration Statement relates solely to a direct listing of the Company’s Ordinary Shares, and no new securities are being offered or sold by the Company. As part of the direct listing, the Company is issuing Revere 0.5% of our outstanding ordinary shares, or 125,000 shares, on the date of the direct listing, along with $200,000 of cash and up to $100,000 for reimbursement of expenses. As such, there will be dilution to existing shareholders upon completion of the direct listing.
We may seek to raise additional capital following the listing, through a registered public offering or other financing transactions. Any such offering would be subject to separate registration or exemption from registration under U.S. securities laws.
EXCHANGE RATE INFORMATION
The Company’s functional and presentational currency is the Euro. However, the Company’s business is also conducted in other currencies such as $ USD and £ GBP, therefore certain amounts will need to be remeasured into Euros. Due to changes in exchange rates fluctuations, this could lead to changes in the Company’s reported consolidated financial results from period to period. Among the factors that may affect currency values are trade balances, levels of short-term interest rates, difference in relative values of similar assets in different currencies, long term opportunities for investments and capital appreciation and political or regulatory developments.
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CORPORATE HISTORY AND STRUCTURE
Davion Healthcare Plc. (“Cyprus”) was incorporated in the Republic of Cyprus on November 29, 2022 with an initial issue of 12,258,458 Ordinary Shares, along with a further 7,741,542 Ordinary Shares being issued in 2023, and an additional 5,000,000 Ordinary Shares issued in 2024, resulting in a total of 25,000,000 subsequently issued and outstanding as at December 31, 2024.
Share issuances of 12,258,458 and 7,741,542 were at par (€0.01) in connection with capitalization and intellectual property transfers. In 2023, the Company issued 12,258,458 shares at par (€0.01) in connection with intellectual property acquisition of €65 million. A copy of the sale and purchase agreement relating to the acquisition is filed as Exhibit 10.6 to this Registration Statement. There are no future payment obligations related to the intellectual property rights. The non cash transaction was completed at a share price of €5.30 per share (par value being €0.01), with shares being distributed to all shareholders of Davion Healthcare Ltd (“UK company”) on a pari pasu basis to their percentage shareholding in the UK company at the time of transfer. General meetings of the shareholders of both the seller and buyer took place, and resolutions were passed by both parties, fully approving the terms of the sale and purchase agreement. This transaction was considered a related party transaction as Jack Kaye, CEO, was a director and shareholder of both the seller and buyer, but declared his interest prior to the transaction and excluded himself from voting either as a director or shareholder in respect of both buyer and seller. In considering the mutually agreed upon value of €65 million for the intellectual property portfolio, the directors, considered many factors, including the following: the nature of the intellectual property, its current development stage, further technical refinements necessary for the commercialization of Class I home tests, principally focused on BreastCheck, as well as, management’s estimates of run rate EBIT and market multiples of similar companies, all adjusted for the consideration of the risks associated with regulations, launching a new product, securing distribution and potential customer acceptance.
The issuance in June 2024 of 5,000,000 related to the conversion of debt to equity at a conversion of one share for every $10 of debt and also for payment in equity rather than cash to some providers of services to the Cyprus based operation.
These transactions are exempt from U.S. Securities Act registration, as they were conducted outside of the United States, and in accordance with Cyprus law and UK law at the time of the transaction. No direct selling took place that targeted the U.S. market, and in fact no direct selling took place at all.
In September 2024, Davion Healthcare Plc. was incorporated in Ireland. In December 2024, a restructuring occurred with the shareholders of Cyprus, exchanging their shares for the same number of shares in Davion Healthcare Plc. making Cyprus a wholly owned subsidiary. Since both companies were under common control, this transaction was treated similar to a “reverse merger” with the combination of both entities at December 31, 2024.
The consolidated financial statements are comprised of Davion Healthcare Plc. and its wholly owned subsidiary, Cyprus, give effect to the restructuring as if it occurred on January 1, 2023. Since Cyprus was inactive when formed, there were no transactions recognized for the period November 29, 2022 (inception) through December 31, 2022.
Davion Healthcare is a healthcare company focusing on the development and commercialization of non-invasive home tests for the early detection, prevention and monitoring of health anomalies, including cancers.
The Company has used third party research and development (Universities and specialized companies) together with outsourced manufacturing and design, to make products, which are then patented (where applicable), manufactured, sold and internationally distributed through licensing agreements. In the future development pipeline, there is a range of other non-invasive home tests covering a wide variety of medical conditions which the Company expects to roll out over the next few years. However, currently no third party research and development work is taking place as the four home tests are market ready and the Company is focusing on commercialization for the time being.
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As our business develops, we may need to modify our business model or change our services and solutions. These changes may not achieve expected results, which could have a material adverse effect on our results of operations and prospects.
Furthermore, we may be unable to keep up with changes in product technology and, as a result, our competitiveness may suffer. Our research and development efforts may not be sufficient to adapt to changes in electric product technology. As technologies change, we plan to upgrade or adapt BreastCheck and introduce new models in order to continue to provide BreastCheck with the latest technology, which could involve substantial costs and lower our return on investment for existing BreastCheck. There can be no assurance that we will be able to compete effectively with alternative BreastCheck or source and integrate the latest technology into BreastCheck, against the backdrop of our rapidly evolving industry. Even if we are able to keep pace with changes in technology and develop new models, we are subject to the risk that our prior models will become obsolete more quickly than expected, potentially reducing our return on investment.
Corporate Information
Shareholders should submit any inquiries to the address and telephone number of our principal executive offices, The Cube Building, Monahan Road. Cork, T12 H1XY, Ireland. Our main website is www.davionhealthcare.com. The information contained on our website is not a part of this prospectus. Our agent for service of process in the United States is the Law Offices of David E Price PC, 3 Bethesda Metro Center, Suite 700, Bethesda, MD 20814.
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SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data should be read with, and is qualified in its entirety, by reference to the section entitled “Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations” and our audited consolidated financial statements and our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus.
The selected consolidated financial data for the years ended December 31, 2024 and 2023 and as of December 31, 2024 and 2023, which have been derived from our audited consolidated financial statements and the notes thereto and our unaudited interim condensed consolidated financial statements for six months ended June 30, 2025 and 2024, included elsewhere in this prospectus. We prepared our audited consolidated financial statements for the years ended 2024 and 2023 and our unaudited interim condensed consolidated financial statements for the six months ended June 30, 2025 and 2024, in accordance with International Financial Reporting Standards (“IFRS”). Our historical results are not necessarily indicative of results expected for future periods.
The following tables present our Selected Consolidated Financial Data for the periods indicated.
| (Restated) | (Unaudited) | |||||||||||||||
| Year ended December 31, | Six months ended June 30, | |||||||||||||||
| 2023 | 2024 | 2024 | 2025 | |||||||||||||
| (in €, except share and per share data) | ||||||||||||||||
| Consolidated Statements of Operations: | ||||||||||||||||
| Administrative expenses | € | (2,292,734 | ) | € | 1,312,194 | € | (1,080,597 | ) | € | (277,441 | ) | |||||
| Research & development | (3,015,598 | ) | (8,159 | ) | – | – | ||||||||||
| Operating loss | (5,308,332 | ) | (1,302,353 | ) | (1,080,597 | ) | (277,441 | ) | ||||||||
| Income tax expense | – | – | – | – | ||||||||||||
| Net loss | € | (5,308,332 | ) | € | (1,302,353 | ) | € | (1,080,597 | ) | € | (277,441 | ) | ||||
| Net loss per share: | ||||||||||||||||
| Basic and diluted | € | (0.35 | ) | € | (0.06 | ) | € | (0.05 | ) | € | (0.01 | ) | ||||
| Weighted average shares outstanding: | ||||||||||||||||
| Basic and diluted | 15,257,794 | 22,909,836 | 20,444,444 | 25,000,000 | ||||||||||||
| Consolidated Statements of Cash Flow: | ||||||||||||||||
| Net cash flows (used in)/from operating activities | € | (668 | ) | € | 679 | € | (299 | ) | € | 4,385 | ||||||
| Net cash flows from investing activities | – | – | – | – | ||||||||||||
| Net cash flows from financing activities | – | – | – | – | ||||||||||||
| Noncash investing & financing activities | ||||||||||||||||
| Shares issued for amounts due to related parties | – | € | 5,600,000 | € | 5,600,000 | – | ||||||||||
| Shares issued for trade and other payables | – | € | 919,663 | € | 919,663 | – | ||||||||||
| Shares issued for intangible assets | € | 65,000,000 | – | – | – | |||||||||||
| (Restated) | (Unaudited) | |||||||||||||||
| As of December 31, | As of June 30, | |||||||||||||||
| 2023 | 2024 | 2025 | ||||||||||||||
| (in €) | (in €) | |||||||||||||||
| Consolidated Statements of Financial Position: | ||||||||||||||||
| Cash | € | 679 | € | 11 | € | 4,396 | ||||||||||
| Intangible assets | € | 65,000,000 | € | 65,000,000 | € | 65,000,000 | ||||||||||
| Total assets | € | 65,008,149 | € | 65,001,010 | € | 65,018,036 | ||||||||||
| Advances from related parties | € | 4,631,670 | € | – | € | 321,084 | ||||||||||
| Total liabilities | € | 5,231,927 | € | 39,756 | € | 327,084 | ||||||||||
| Total equity | € | 59,769,083 | € | 64,968,393 | € | 64,690,952 | ||||||||||
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF CONSOLIDATED
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following Management’s Discussion and Analysis of our Consolidated Financial Condition and Results of Operations in conjunction with the section entitled “Selected Consolidated Financial Data” and our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors,” “Special Note Regarding Forward-Looking Statements” and elsewhere in this prospectus.
Overview of Our Company
Davion Healthcare Plc is focused exclusively on the development and commercialization of non-invasive home tests for the early detection of health anomalies, including cancers. Our home tests are non-diagnostic, focusing on early detection of potential health anomalies, for which if identified, further clinical tests outside of the scope of our products would be required.
We have focused our unique technologies on an exceptionally affordable home-based test system. Our strength as a Company at this early stage is twofold, that we possess our own intellectual property, patents and technology; and that to date, there are no other known competitors attempting to utilize like-technologies.
We currently have four non-invasive home tests completed, namely, BreastCheck, FootFlow, Testic, and ThermaDerm. Our flagship product, BreastCheck, will be the first product to be launched in the first half of 2026. Our products, including BreastCheck and FootFlow, use thermography to detect small but meaningful changes in skin surface temperature. Liquid crystal film placed on the skin produces color shifts in response to temperature differences, creating a simple thermal map that highlights areas of concern. By combining this proven film-based technology with artificial intelligence analysis of smartphone images, our products deliver standardized, reliable, and easy-to-understand results. This enables early detection at home in a safe, non-invasive, and scalable way.
Operating Model
Revenue from our current and future commercial operations is expected to be generated primarily from license fees and royalties received from our commercial partners. Our operating results may therefore fluctuate depending on the timing of license execution, the achievement of commercial milestones, and the sales performance of our licensees in the territories they serve.
We monitor the performance of our licensees and continually assess whether further investment or changes in commercialization strategy are required to enhance product market penetration. Should a licensee fail to meet its commercial or regulatory responsibilities, or should we identify an opportunity where direct commercialization may deliver greater value, we may elect to take over responsibility for sales, marketing, manufacturing, or warranty management for certain products. Any such shift could materially affect our cost structure, working capital needs, and revenue profile during the period of operational transition.
Future capital expenditure and operating cost forecasts therefore include the possibility of increasing internal commercialization capacity, whether through strategic hiring, investment in manufacturing or supply chain capabilities, or collaboration with additional third-party service providers to support direct sales or distribution.
Shifting From Development to Commercialization
To date, we have not generated any revenue and do not expect to do so until the first half of 2026 at the earliest. Since our inception, our focus has been on the development, research, and registration of a portfolio of innovative medical devices, which we anticipate will form the foundation of our future revenue streams. These activities have required significant investment in product development, regulatory approvals, and intellectual property protection.
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Our expenses have primarily been driven by research and development (“R&D”) costs, as well as costs associated with obtaining regulatory approval in key markets, including the United States, Europe, and the United Kingdom. The approval of our products in these regions represents a major milestone, positioning us for future commercial success.
Consequently, our financial performance to date reflects the nature of a pre-revenue Company, with substantial outflows in R&D and administrative costs necessary to bring our products to market. We expect these trends to continue in the near term, with ongoing investments in product development and preparing for market entry. Our ability to generate revenue in the future will depend on the successful commercialization of our products, especially BreastCheck, which we believe will enable us to recoup the substantial costs incurred during the development phase and drive sustainable financial performance going forward.
In September 2025, we finalized our first global manufacturing and distribution agreement with NeuRX Health, Inc (“NeuRX”). The agreement provides for $120 million in staged license fee payments together with minimum annual royalties of $10 million per year over the initial ten-year term. The $120 million license fee can be paid in a combination of cash or freely tradable shares in NeuRX, at our option. Royalty payments are based on manufacturing and distribution volumes, subject to the minimum annual royalty. The initial term is for 10 years and Davion has an option to renew for an additional 10 year term. Under the agreement, Davion is required to provide ongoing access to our proprietary test portal. In September, Davion entered into a 1 year infrastructure, software and services agreement to complete the development of our regulatory compliant database that will house data first party data for €0.7 million. We expect NeuRX to launch BreastCheck in the first half of 2026 once the database is complete.
Operating Results
Six Months Ended June 30, 2025 vs. June 30, 2024
For the six months ended June 30, 2025 and 2024, we incurred operating losses of €0.3 million and €1.1 million, respectively. The decrease in operating losses in 2025 was principally due to lower administrative expenses due to the executive officers and directors waiving accrual of their renumeration, €3.6 million annually, until such time that the Company is listed on Nasdaq. As such, our expense run rate through June 30, 2025 is not indicative of our future cost structure, which will increase with reinstating the aforementioned waived executive officer fees and director fees, along with expected higher costs associated with being a publicly listed company; related to increased legal, insurance, accounting, investor relations, stock compensation and compliance costs. Additionally, we expect our operating costs to increase due to our obligation under our license agreement with NeuRX to provide access to our proprietary test portal. We expect our run rate operating expenses through June 30, 2025, will continue until such time that we are public listing on Nasdaq.
Year ended December 31, 2024 vs. 2023
For the year ended December 31, 2023, we did not generate any revenue, as our primary focus remained on research, development, and securing regulatory approval for our innovative medical devices. During the year, the Company incurred an operating loss of €5.3 million. This loss primarily reflects significant investment in the development of the Company’s intellectual property, which consists of a portfolio of non-invasive home medical tests, as well as related administrative expenses of €2.3 million. A substantial portion of the Company’s operating expenses in 2023 was related to research and development, totaling €3.0 million. These R&D costs were primarily related to the development of BreastCheck, the Company’s flagship product, which successfully secured regulatory approvals in key markets such as the USA, Europe, and the UK by the end of 2023.
For the year ended December 31, 2024, we did not generate any revenue, with the Company incurring an operating loss of €1.3 million, reflecting ongoing pre-revenue activities. Following the completion of regulatory work on our home test products in 2023, there was a €4.0 million drop in expenses in 2024, given that the Company had four products ready for market, without requiring further research and development and lower regulatory work. Year over year, research and development expenses decreased by €3.0 million and administrative expenses decreased by €1.0 million related to lower consulting costs.
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Liquidity and Capital Resources
Since our inception, we have relied exclusively on the personal financial support of our Chief Executive Officer, who has provided all of our funding to date through his private company Malbrite Ltd and through which ongoing financial support for the Company continues. Operating losses in 2023 and the first half of 2024 were partially settled through stock issuances in 2024 to our executive officers and third parties for their services (see Non cash investing activities below and “Related Party Transactions” section for additional information). Through June 30, 2025, our operating losses have been funded by advances from our CEO. We have not raised any capital through any external financing or investment activities. To reduce the cash needs of the Company, in 2025, the executive officers and directors of have waived accrual of their compensation until such time that the Company is listed.
Through the date of filing, we have not generated any revenue and continue to operate at a loss, primarily due to ongoing product commercialization readiness and operational costs. Consequently, our liquidity has been limited, and we have been dependent on the CEO’s support to meet our working capital requirements and cover expenses. Advances by our CEO are non-interest-bearing, unsecured, and repayable only upon completion of a future capital raise and the Company is in a financial position to do so without prejudice to its ongoing operations. Monetization of the Company’s regulatory-approved product portfolio and licensing agreement with NeuRX Health Inc. are expected to provide future revenue and cash inflows. The Company believes as of the date of this Registration Statement, that with its current capitalization, our Chief Executive Officers’ ongoing financial support, and future contractual inflows, the Company believes that it has sufficient financial resources to meet its obligations for at least the next 12 months.
To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in additional dilution to our shareholders, while the incurrence of debt financing or convertible debt would result in debt service obligations. Such debt instruments also could introduce covenants that might restrict our operations. We may require additional capital to support business growth and objectives, including acquiring complimentary companies to our business or additional intellectual property, and this capital might not be available on acceptable terms, if at all.
Cash Flows
We have a €4,396 and €11 of cash as of June 30, 2025 and December 31, 2024, respectively. We are dependent on our CEO to fund our operating expenses through his on-going advances which were €0.3 million as of June 30, 2025.
Operating Cash Flows
Cash flows provided by operations during the six months ended June 30, 2025, were €4,385, principally driven by advances from related parties. Cash used in operation during the six months ended June 30, 2024, were €(299), reflecting a reduction in net reduction in trade and other payables.
Cash flows (used in)/provided by operations was €(668) in 2024 and €679 for the years ended December 31, 2024 and 2023, respectively. The decrease in cash flows year over year was due to lower spending, principally partially offset by higher VAT receivables.
Investing & Financing Cash Flows
There were no investing and financing cash flows for the six months ended June 30, 2025 and 2024, as well as, in the full year for 2024 and 2023.
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Non cash Investing & Financing Activities
In 2024, the Company issued ordinary shares to its executive officers and third parties in satisfaction of trade and related party advances in total of €6.5 million. In 2023, the Company issued ordinary shares for the acquisition of intellectual property for €65.0 million.
Critical Accounting Policies and Estimates
The preparation of our consolidated financial statements and related notes requires us to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We have based our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our senior management has discussed the development, selection and disclosure of these estimates with our Board of Directors. Actual results may differ from these estimates under different assumptions or conditions.
An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements. We believe the following critical accounting policies reflect the more significant estimates and assumptions used in the preparation of our consolidated financial statements. The following descriptions of critical accounting policies, judgments and estimates should be read in conjunction with our consolidated financial statements and related notes and other disclosures included in this report.
Intangible Assets – Impairment of Intellectual Property
The Company’s acquired intellectual property, which is accounted for as an indefinite lived asset under the cost method of IAS 36 – Impairment of Assets, requires management to test recoverability periodically based on its estimated fair value. At December 31, 2024 and 2023, management determined there was no impairment condition vs. a carrying value of historical cost of €65 million ($75 million). At December 31, 2024 management’s estimated fair value of the intellectual property (“IP”) portfolio exceeds the carrying value due to 1) the impacts of regulatory approval and technical milestones, 2) updated assumptions around market potential and future a cash flows and 3) a significant distribution agreement entered into during 2024 that supports commercial forecasts.
We value our intellectual property, consisting primarily of patents, patent applications, and proprietary know-how, using estimates that require significant judgment by management. The valuation is sensitive to assumptions regarding future market conditions, product commercialization through third party distribution agreements, and the timing of meeting regulatory requirements.
Key assumptions include:
| · | the size of the addressable target population and expected market adoption of our non-invasive home tests; | |
| · | anticipated pricing in the United States and international markets; | |
| · | the duration of patent product design; | |
| · | the probability of achieving the regulatory requirements within projected development timelines; and | |
| · | forecasted revenues, costs of goods sold, and required selling and marketing expenses, in developing distribution agreements with third parties. |
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We apply risk-adjusted discount rates to reflect uncertainties inherent in the commercialization of our products. Because these estimates are inherently subjective and based on factors outside of our control, actual results could differ materially. A change in any key assumption—such as slower-than-expected market uptake, reduced pricing, earlier-than-anticipated entry of a competing product, or delays due to regulations — could have a material impact on the carrying value of our IP and our results of operations.
See “Risk Factors — We may not fully recover the estimated fair value of our intellectual property portfolio” for additional discussion of the uncertainties inherent in management’s fair value estimates and the potential for such estimates to differ materially from the amounts reflected in our financial statements.
Going Concern
Management believes the Company is a going concern and has sufficient sources of cash to operate the Company for the next twelve months based on the combination of anticipated future cash flows from the NeuRX license agreement and the on-going financial support from Jack Kaye, the Company’s CEO.
Recent Accounting Pronouncements
See recent accounting pronouncements applicable to Davion as described in Note 2 “Adoption of new and revised accounting standards and changes in accounting policies”, in our June 30, 2025, unaudited interim consolidated financial statements contained elsewhere in this prospectus.
Quantitative and Qualitative Disclosures About Market Risk
Our activities expose us to a variety of market risks. Our primary market risk exposures relate to currency risk and geopolitical market risk. To manage these risks and our exposure to the unpredictability of financial markets, we seek to minimize potential adverse effects on our financial performance where possible.
Currency Risk
Currency risk manifests itself in transaction exposure, which relates to business transactions denominated in foreign currency required by operations (purchasing and selling) and/or financing (interest and amortization). We currently do not engage in transactional hedging or translational hedging to protect our net investment in our Cyprus operation. Under our NeuRX license agreement we will have future transactional exposure for licensing and royalty receipts paid in U.S. dollars.
Geo Political Market Risk
As more fully described in Note 14 to our annual consolidated financial statements, the Company has no direct exposure to Russia, Ukraine and Belarus or to Israel and the Gaza Strip and as such does not expect significant impact from direct exposure to these countries.
Despite the limited direct exposure, the conflicts are expected to negatively impact the tourism and services industries in Cyprus. Furthermore, the increasing energy prices, fluctuations in foreign exchange rates, unease in stock market trading, rises in interest rates, supply chain disruptions and intensified inflationary pressures may indirectly impact the operations of the Company. The indirect implications will depend on the extent and duration of these crisis and remain uncertain.
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DAVION HEALTHCARE PLC AND SUBSIDIARY
COMPANY
| Directors | |
| Jack Kaye | |
| George Barry Jackson | (Resigned 27 April 2024) |
| David Paul Alexander Over | |
| Jonathan Robin Chadwick | (Appointed 1 February 2024 and resigned 27 April 2024) |
| Julian Fernand Sluyters | (Appointed 1 February 2024 and resigned 27 April 2024) |
| Kevin Malcolm Riches | (Appointed 1 February 2024 and resigned 29 April 2024) |
| Mark Bernard Battles | (Appointed 1 February 2024 and resigned 27 April 2024) |
| Susan Matteson King | (Appointed 1 February 2024 and resigned 29 April 2024) |
| Vasim Ul-Haq | (Appointed 1 February 2024 and resigned 27 April 2024) |
| William Eric Peacock | (Appointed 1 February 2024 and resigned 29 April 2024) |
In April 2024, as a result of the postponement of the Cyprus company’s listing plans, it was decided that such a large board of 10 directors was not required at that time, and the board was reduced to 2 executive directors. The directors that resigned all remained shareholders. Subsequent to these resignations in April 2024, in January 2025 when the company had redomiciled in Ireland, Sir Eric Peacock, Kevin Riches, Susan M King and Julian Sluyters rejoined the board in non-executive capacities.
| Company Corporate Secretary: | Kurdam Limited |
Kurdam Limited provide company secretarial services to Davion Healthcare Plc. Under Irish corporate law, as a public company a secretary – individual or corporate must be appointed to manage filings of Irish corporate documents and organize shareholder meetings and resolutions along with votes cast. They are not a member of the board but act upon instructions form the board. | |
| Company number: | 772522 |
| Registered office: | MC2 Accountants Limited |
Penrose Wharf Penrose Quay Cork | |
| Ireland T23 XN53 | |
| Auditor: | WithumSmith+Brown, PC |
1835 Market Street, Suite 1710 | |
| Philadelphia, PA, 19103-2945 | |
| United States of America | |
| Bankers: | Bank of Cyprus |
Provide banking services to the company through its Cyprus subsidiary Davion Healthcare Ltd, maintaining USD $, Euro € and GBP £ accounts for the Company. | |
| Bank of Ireland | |
| Provide banking services to the company in Ireland, maintaining USD $, Euro € and GBP £ accounts for the Company. | |
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BUSINESS
Our Mission
Our mission is to afford early non-invasive detection of possible physical abnormalities including breast growths, testicular growths, blood flow and more.
Overview
Davion Healthcare Plc was originally incorporated in Cyprus as a public limited Company on November 29, 2022 and subsequently re-domiciled its Company headquarters to Ireland in September 2024, maintaining an operation in Cyprus through our wholly owned subsidiary, Davion Healthcare Ltd. We moved the Company from Cyprus to Ireland within the European Union community, where it can more easily focus on developing its range of home tests for a range of home test products, to identify potential medical conditions and provide early warning to enable further clinical examination where applicable.
The Company uses third party research and development (Universities and specialized companies) together with outsourced manufacturing and design, to make products, which are then patented (where applicable), manufactured, sold and internationally distributed through licensing agreements.
Operating Model
Our commercial strategy is primarily focused on licensing the manufacturing, marketing, sales, and distribution rights for our products to regional or global commercial partners. These licensees are responsible for obtaining necessary regulatory approvals in their territories and for delivering product support, including customer service and warranty administration. We believe this structure enables us to leverage the established infrastructure, expertise, and market reach of third parties, while allowing us to remain a capital-efficient innovator in medical device technology.
Although our strategic model is licensing-driven, we continually evaluate market conditions and the performance of our licensees. If we determine that a licensee has failed to meet its obligations or if commercial, operational, or regulatory conditions change, we may elect to assume responsibility for manufacturing, sales, or distribution of one or more of our products directly. Such a transition may require additional capabilities, resources, and investment and may involve a period of operational realignment as we establish or expand internal commercialization capacity.
Our Competitive Strengths
We have focused our unique technologies on an exceptionally affordable home-based test system. Our strength as a Company at this early stage is twofold, that we possess our own IP, patents and technology; and that to date, there are no other known competitors attempting to utilize like-technologies.
BreastCheck
Davion Healthcare Plc specialises in the design, development, manufacture and global distribution of non-invasive home tests to provide early-stage warning of health anomalies, including potential cancers.
Our home test products, including BreastCheck and FootFlow, are based on the principle of thermography, which measures and maps variations in skin surface temperature. Subtle changes in temperature can indicate underlying physiological conditions. For example, areas of increased blood flow or inflammation typically generate more heat, while poor circulation may present as cooler regions.
To capture these variations, we use liquid crystal film, a thin layer of cholesteric liquid crystals engineered to respond to narrow temperature ranges (typically 32–38°C, the normal skin surface range). When the film is placed on the skin, its molecular structure shifts in response to local temperature, producing distinct color changes. These color patterns form a thermal map that highlights relative differences across the skin surface.
The approach is non-invasive, real-time, and reversible. It allows for comparative assessment between symmetrical body areas—such as left versus right breast tissue, or one foot versus the other—to identify meaningful differences that may indicate potential health anomalies.
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Applied to our product pipeline, this technology underpins:
| · | BreastCheck – Early detection of abnormal breast tissue patterns where localized heat may signal increased vascular activity. | |
| · | FootFlow – Monitoring of diabetic circulation in the feet and hands, where cooler regions may indicate impaired blood flow and hotter regions may suggest infection or inflammation. | |
| · | Other pipeline products – Including skin health and wound monitoring applications, where localized temperature changes can track inflammation or healing progress. |
The integration of artificial intelligence enhances this process. Images of the liquid crystal film taken with a smartphone are transmitted to a secure back-end server, where AI algorithms quantify color patterns, adjust for lighting and environmental variables, and recognize thermal anomalies with greater sensitivity than manual observation. This provides standardized, reproducible results and supports scalable remote monitoring.
By combining liquid crystal film with AI-enabled analysis, our products convert simple temperature mapping into actionable health insights, making early detection more accessible and reliable for home users.
Our first product for roll-out is “BreastCheck”. BreastCheck is a non-invasive test for breast abnormalities. The test can be carried out at home and takes less than 15 minutes. The results are immediate and BreastCheck provides a guide in the first stage identification of potential breast abnormalities. While BreastCheck is not a replacement for a mammogram, it is positioned as an early stage first line investigative device for identifying potential anomalies which may require further clinical investigation. The patented technology behind BreastCheck is FDA registered in the USA under group registration number 3027486037, as a Class I medical device. It is non diagnostic and non-invasive, and as such, is eligible as a product that may be sold over the counter in pharmacies or on-line without medical prescription. It is also registered with the relevant regulatory authorities in the EU and the UK. The Company has filed and have had accepted and registered, a patent under the following patent reference GB2208671.4 (dated 06/14/2022). The patent gives coverage in the USA as part of a group of countries covered under international patent law.
BreastCheck is a non-invasive, low-cost way to routinely monitor for breast abnormalities and is intended to be used as an adjunct to established procedures for the detection of breast disease, such as clinical breast examination and mammography. Abnormalities within the breast frequently produce additional breast heat. BreastCheck averages temperature at three areas on each breast. By comparing the temperature of corresponding areas of one breast to the other, and entering the results on our Mobile App, results can be interpreted immediately. A non-invasive adjunct to mammograms in aiding early-stage warnings of breast abnormalities, through the use of measuring temperature differentials.
Management believes the opportunity for this product is global. Breast cancer is the most common cancer among women worldwide, accounting for about 25% of all cancers in women. The incidence of breast cancer varies widely by region, with the highest rates typically seen in North America, Europe, and Australia. Breast cancer is less common in Asia and Africa, but the incidence is increasing in these regions due to increasing rates of westernization and urbanization.
There are several factors that can influence the incidence of breast cancer, including genetics, hormonal factors, lifestyle factors (such as diet, physical activity, and alcohol consumption), and reproductive history.
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It is important to note that the incidence of Breast Cancer has been increasing over the past few decades in many countries, likely due to a combination of factors such as increased awareness and detection of the disease, as well as changes in risk factors such as later age at childbirth and increased use of hormone replacement therapy.
In the USA alone in 2022 the estimated population of women between the age of 20–70 was 333 Million.
Source: www.statista.com_Society_Demographics
In 2019, Europe recorded that there are over 200 million women in this age bracket.
Data sources: UNDESA, Eurostat, World Bank – World Development Indicators data.
According to the Centers for Disease Control and Prevention (CDC), about 240,000 cases of breast cancer are diagnosed in women in the United States each year.
The Breast Cancer Research Foundation estimates that in 2023, an estimated 297,790 new cases of invasive breast cancer will be diagnosed in women in the U.S.
The World Health Organization (WHO) reports that in 2020, there were 2.3 million women diagnosed with breast cancer globally.
Breast cancer is currently the most common cancer globally, accounting for 12.5% of all new annual cancer cases worldwide. Here are the American Cancer Society estimates for breast cancer just in the United States for 2022 - This information is provided by Breastcancer.org:
| · | About 13% (about 1 in 8) of U.S. women are going to develop invasive breast cancer in the course of their life. | |
| · | In 2022, an estimated 287,850 new cases of invasive breast cancer are expected to be diagnosed in women in the U.S., along with 51,400 new cases of non-invasive (in situ) breast cancer. | |
| · | About 2,710 new cases of invasive breast cancer were expected to be diagnosed in men in 2022. A man’s lifetime risk of breast cancer is about 1 in 833. | |
| · | As of January 2023, there are more than 3.8 million women with a history of breast cancer in the U.S. This includes women currently being treated and women who have finished treatment. |
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| · | Breast cancer is the most commonly diagnosed cancer among American women. In 2023, it’s estimated that about 30% of newly diagnosed cancers in women are going to be breast cancers. | |
| · | Breast cancer incidence rates in the United States began decreasing in the year 2000, after increasing for the previous two decades. They dropped by 7% from 2002 to 2003 alone. One theory is that this decrease was partially due to the reduced use of hormone replacement therapy (HRT) by women after the results of a large study called the Women’s Health Initiative were published in 2002. These results suggested a connection between HRT and increased breast cancer risk. In recent years, incidence rates have increased slightly by 0.5% per year. | |
| · | A woman’s risk of breast cancer nearly doubles if she has a first-degree relative (mother, sister, daughter) who has been diagnosed with breast cancer. Approximately 15% of women who get breast cancer have a family member diagnosed with it. | |
| · | About 5% to 10% of breast cancers can be linked to known gene mutations inherited from one’s mother or father. Mutations in the BRCA1 and BRCA2 genes are the most common. On average, women with a BRCA1 mutation have up to a 72% lifetime risk of developing breast cancer. Women with a BRCA2 mutation have up to a 69% risk. Breast cancer that is positive for the BRCA1 or BRCA2 mutations tends to develop more often in younger women. An increased ovarian cancer risk is also associated with these genetic mutations. In men, BRCA2 mutations are associated with a lifetime breast cancer risk of about 6.8%; BRCA1 mutations are a less frequent cause of breast cancer in men. | |
| · | About 85% of breast cancers occur in women who have no family history of breast cancer. These occur due to genetic mutations that happen as a result of the aging process and life in general, rather than inherited mutations. | |
| · | The most significant risk factors for breast cancer are being a woman and getting older. | |
| · | About 43,250 women in the U.S. are expected to die in 2022 from breast cancer. Breast cancer death rates have been decreasing steadily since 1989, for an overall decline of 43% through 2020. These decreases are thought to be the result of treatment advances and earlier detection through screening. However, the decline has slowed slightly in recent years. | |
| · | Breast cancer is one of the leading causes of cancer-related death in women in the United States, second only to lung cancer. |
Breast cancer is the most diagnosed cancer globally. It accounts for 1 in 4 cancer cases among women and is the leading cause of death from cancer in women. The estimated 2.2 million new cases indicate that one in every 10 cancers diagnosed in 2020 is breast cancer. In 2020, there were an estimated 684,996 deaths from breast cancer, with a disproportionate number of these deaths occurring in low-resource settings.
Survival rates for breast cancer are very high when the cancer is detected early and where treatment is available. Unfortunately, 50 to 80% of breast cancer cases are diagnosed at an advanced stage 2 in many low- and middle-income countries, when the cancer is more difficult to treat, is more expensive to do so, and is usually incurable.
Given these above statistics, and the fact that the near exclusive method of detecting and verifying breast formations today is a mammogram, it can only be assumed that there is a large and open market of women who would wish to monitor their health for potential breast anomalies in the privacy of their own home.
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FootFlow
This is the second non-invasive home test product in our portfolio, utilizing the same proprietary technology platform as BreastCheck. FootFlow is specifically designed to diagnose Peripheral Arterial Disease (PAD) and Diabetes. Diabetes is estimated to affect approximately 530 million adults worldwide, with a global prevalence of 10.5 percent among adults aged 20 to 79 years [1,2]. Type 2 diabetes represents approximately 98 percent of global diabetes diagnoses, although this proportion varies widely among countries [3]. In an analysis of data from the National Health Interview Survey (2016 and 2017), the prevalence of diagnosed type 2 diabetes among adults in the United States was 8.5 percent [4]. Other national databases, such as the Center for Disease Control and Prevention Diabetes Surveillance System, reported in 2022 a prevalence of diagnosed diabetes of approximately 11.3 percent of adults (37.3 million people; 28.7 million with diagnosed diabetes, an estimated 8.5 million undiagnosed, and 95 percent of whom have type 2 diabetes) (Source: NIH, WHO, CDC)
Footflow is a non-invasive test for comparing skin temperature at your toes. The test can be carried out at home and takes 10 minutes. The results are almost immediate, and by comparing the resulting temperatures of the toes on the left foot to those on the right foot, results can be an early-stage guide for clinicians with respect to Peripheral Arterial Disease (PAD) and Diabetes. Like BreastCheck, FootFlow is registered with the FDA under registration number 3027486037 (Patent number USA63801907 dated 05/08/2025) which is the same group number that BreastCheck is registered under.
Poor blood circulation in the feet, being a common symptom of both medical conditions.
FootFlow is a reliable and accurate way to routinely monitor foot temperatures which can be used as an adjunct to established procedures for the detection and/or treatment of both PAD and Diabetes, amongst other medical conditions.
By comparing the temperature of the toes on each foot, and then entering the results either on our Mobile Application or our Website, the results can be interpreted almost immediately.
Individuals with diabetes for example may experience lower skin temperature in their toes, due to various factors associated with the condition. Diabetes can affect the blood vessels and nerves that supply the extremities, leading to a reduction in blood flow and damage to the nerves (peripheral neuropathy). This can result in a decrease in sensation and poor circulation in the feet, leading to cooler skin temperature.
Product Development
We are continually looking to improve and further develop our existing products. In the future development pipeline, there is a range of other non-invasive home tests covering a wide variety of medical conditions which the Company expects to roll out over the next few years. However, currently no third party research and development work is taking place as the four home tests are market ready and the Company is focusing on commercialization for the time being.
As part of our product development regime, all products are both patented and trademarked where applicable. The Company also registers its products with the various regulatory or authorities such as in the USA (FDA), Europe (CE), and the United Kingdom (UKCA) to enable over the counter sales to be approved.
Intellectual Property
Our success depends on our ability to develop and protect proprietary technology in the field of home testing.
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We have significant capabilities in product engineering, development, and design, which have enabled us to create proprietary systems and technologies in the field of non-invasive home medical testing. Our strategy is to focus on areas where there is a clear unmet medical need and where few, if any, direct competitors currently offer effective solutions, particularly in the early-stage identification of potential health anomalies. By targeting these underserved markets, we aim to establish strong first-mover advantages and create intellectual property that can serve as a foundation for long-term value.
Our ability to protect these innovations is critical to our success. To accomplish this, we rely on a combination of patents, patent applications, trade secrets, employee and third-party nondisclosure agreements, copyright laws, trademarks, intellectual property licenses, and other contractual protections. We intend to continue developing unique home test technologies and to file additional patent applications covering our devices, systems, and methods.
In addition to BreastCheck, we are pursuing a pipeline of other non-invasive home tests that leverage our core competencies in anomaly detection. These development programs are intended to expand our portfolio into broader areas of health screening and monitoring, creating multiple potential revenue streams. However, if we are unable to secure and maintain strong intellectual property rights around these innovations, or if competitors are able to replicate our technologies without infringing our rights, our ability to achieve and sustain a competitive advantage could be materially and adversely affected.
Government Regulations Regarding Our Products
The research, development, preclinical, clinical trials (where applicable), as well as the manufacture, labelling, marketing, sales, record-keeping, advertising, distribution, and promotion of medical device products are subject to extensive and rigorous government regulation in the United States and in other countries in which Company’s products are sought to be marketed.
The process of obtaining authorization to market our products varies, depending on the product categorization and the country, from merely notifying the authorities of intent to sell, to lengthy formal approval procedures which often require detailed laboratory and clinical testing and other costly and time-consuming processes. The main regulatory bodies which require extensive clinical testing are the Food and Drug Administration (“FDA”) in the United States, the Health Products Regulatory Authority (European Union), the Medicines and Healthcare products Regulatory Agency (MHRA) in the United Kingdom and Health Canada. The process in each country varies considerably depending on the nature of the test, the perceived risk to the user and patient.
Depending on the nature of the Company’s registration, manufacturing and distribution of its products in each jurisdiction and the product itself, will dictate the compliance regime a product is subject to. The Company’s strategy is to minimize its product imposed government regulatory compliance through focusing on Class I medical devices and licensing its intellectual property to third parties, who handle the manufacturing and distribution.
Regulatory Exposures for BreastCheck
BreastCheck will be manufactured and distributed in the United States by an independent licensee that is registered with the FDA as a medical device establishment. The licensee is responsible for compliance with the FDA’s quality system, labeling, and reporting requirements applicable to Class I devices. While the Company maintains certain contractual rights to monitor quality and regulatory compliance, it does not control the licensees’ operations or FDA interactions. Accordingly, the Company’s exposure to regulatory risk arises indirectly through its reliance on licensees for compliance and through the potential reputational and commercial effects of any enforcement action or compliance failure affecting licensed products.
Additionally, under its license for BreastCheck, the Company is obligated to provide access to its proprietary test portal to the licensee, which is essential to the functionality of the BreastCheck product. Through the test portal, the Company will collect and maintain health-related and personal information from U.S. users through its connected applications and data portal. The Company is responsible for compliance with HIPAA and related federal and state privacy and data-security requirements, and will implement administrative and technical safeguards to protect such information. The Company will periodically reviews its systems and vendor arrangements to ensure compliance with evolving regulations and to mitigate the risk of unauthorized access or disclosure. Non-compliance, cybersecurity incidents, or new regulatory obligations could adversely affect the Company’s operations and financial condition.
Below is additional information regarding the compliance requirements for Class I medical devices with the FDA, as well as U.S. Federal and State data privacy laws.
U.S. Food and Drug Administration
BreastCheck and FootFlow sold in the United States are medical devices subject to the Federal Food, Drug, and Cosmetic Act (“FDCA”), as implemented and enforced by the U.S. Food and Drug Administration (“FDA”). Certain products sold in the United States require FDA clearance to market under Section 510(k) of the FDCA, which our products are not subject too currently. Other products sold in the United States require premarket approval (“PMA”) to market.
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Failure by us or by our licensee suppliers to comply with applicable regulatory requirements can result in enforcement action by the FDA or other regulatory authorities, which may result in sanctions including, but not limited to:
| · | untitled letters, warning letters, fines, injunctions, consent decrees and civil penalties; | |
| · | unanticipated expenditures to address or defend such actions; | |
| · | customer notifications for repair, replacement, refunds; | |
| · | recall, detention or seizure of our products; | |
| · | operating restrictions or partial suspension or total shutdown of production; | |
| · | operating restrictions; | |
| · | refusal to grant export approval for our products; or | |
| · | criminal prosecution. |
The FDA governs the following activities that we perform or that are performed on our behalf, to ensure that medical products distributed domestically or exported internationally are safe and effective for their intended uses:
| · | product design, development and manufacture; | |
| · | product safety, testing, labelling and storage; | |
| · | record keeping procedures; | |
| · | product marketing, sales and distribution; and | |
| · | post-marketing surveillance, complaint handling, medical device reporting, reporting of deaths, serious injuries or device malfunctions and repair or recall of products. |
FDA premarket clearance and approval requirements
Davion’s product launch strategy of initially distributing in the U.S. will require either pre-market notification (more commonly known as 510(k)) clearance or approval of a pre-market approval (“PMA”) application prior to commercial distribution, unless specifically exempt. Under the FDCA, medical devices are classified into one of three classes -- Class I, Class II or Class III -- depending on the degree of risk associated with each medical device and the extent of control needed to ensure safety and effectiveness. Davion is only engaged in Class I medical devices.
Class I devices are those for which safety and effectiveness can be assured by adherence to FDA’s general regulatory controls for medical devices, which include compliance with the applicable portions of the FDA's Quality System Regulation ("QSR"), facility registration and product listing, reporting of adverse medical events, and appropriate, truthful and non-misleading labelling, advertising, and promotional materials (the “General Controls”). Some Class I devices also require premarket clearance by the FDA through the 510(k) premarket notification process, which none of Davion’s products are currently subject to.
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FDA Post-market Regulation
After the FDA permits a device to enter commercial distribution, numerous regulatory requirements apply. These include:
| · | product listing and establishment registration, which helps facilitate FDA inspections and other regulatory action; | |
| · | Quality System Regulation, (“QSR”), which requires manufacturers, including third-party manufacturers, to follow stringent design, testing, control, documentation and other quality assurance procedures during all aspects of the manufacturing process; | |
| · | labelling regulations and FDA prohibitions against the promotion of products for uncleared, unapproved or off label use or indication; | |
| · | clearance of product modifications that could significantly affect safety or efficacy or that would constitute a major change in intended use of one of our cleared devices; | |
| · | approval of product modifications that affect the safety or effectiveness of one of our approved devices; | |
| · | medical device reporting regulations, which require that manufacturers comply with FDA requirements to report if their device may have caused or contributed to a death or serious injury, or has malfunctioned in a way that would likely cause or contribute to a death or serious injury if the malfunction of the device or a similar device were to recur; | |
| · | post-approval restrictions or conditions, including post-approval study commitments; | |
| · | post-market surveillance regulations, which apply when necessary to protect the public health or to provide additional safety and effectiveness data for the device; | |
| · | the FDA's recall authority, whereby it can ask, or under certain conditions order, device manufacturers to recall from the market a product that is in violation of governing laws and regulations; | |
| · | regulations pertaining to voluntary recalls; and | |
| · | notices of corrections or removals. |
In respect of our products manufactured and sold in the United States, our licensees will be registered with the FDA as medical device manufacturers. The FDA has broad post-market and regulatory enforcement powers. Our licensees are subject to announced and unannounced inspections by the FDA to determine our compliance with the QSR and other regulations and these inspections may include the manufacturing facilities of our suppliers. If the FDA finds any failure to comply, the agency can institute a wide variety of enforcement actions, ranging from a public warning letter to more severe sanctions such as fines, injunctions, and civil penalties; recall or seizure of products; the issuance of public notices or warnings; operating restrictions, partial suspension or total shutdown of production; and criminal prosecution.
Advertising and promotion of medical devices, in addition to being regulated by the FDA, are also regulated by the Federal Trade Commission and by state regulatory and enforcement authorities. Recently, promotional activities for FDA-regulated products of other companies have been the subject of enforcement action brought under healthcare reimbursement laws and consumer protection statutes. In addition, under the federal Lanham Act and similar state laws, competitors and others can initiate litigation relating to advertising claims. If the FDA determines that our promotional materials or training constitutes promotion of an unapproved use, it could request that we modify our training or promotional materials or subject us to regulatory or enforcement actions, including the issuance of an untitled letter, a warning letter, injunction, seizure, civil fine or criminal penalties. It is also possible that other federal, state or foreign enforcement authorities might take action if they consider our promotional or training materials to constitute promotion of an unapproved use, which could result in significant fines or penalties under other statutory authorities, such as laws prohibiting false claims for reimbursement. In that event, our reputation could be damaged and adoption of the products would be impaired.
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Furthermore, our products could be subject to voluntary recall if we or the FDA determine, for any reason, that our products pose a risk of injury or are otherwise defective. Moreover, the FDA can order a mandatory recall if there is a reasonable probability that our device would cause serious adverse health consequences or death.
U.S. State and Federal Privacy Laws
Under the federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, or collectively, HIPAA, the U.S. Department of Health and Human Services (“HHS”), has issued regulations to protect the privacy and security of individually identifiable health information, also known as protected health information (“PHI”), held, used or disclosed by health care providers, such as our reference laboratory, and other covered entities.
HIPAA also regulates standardization of data content, codes and formats used in certain electronic health care transactions and standardization of identifiers for health plans and providers. HIPAA also governs patient access to laboratory test reports. Effective October 6, 2014, individuals (or their personal representatives, as applicable) have the right to access test reports directly from laboratories and to direct that copies of those reports be transmitted to persons or entities designated by the individual.
HIPAA’s Security Rule and certain provisions of the HIPAA Privacy Rule and Breach Notification Rule apply to business associates of covered entities (i.e., entities that provide services to covered entities that may require access and use of protected health information on behalf of covered entities), and business associates are subject to direct liability for violation of these rules.
In addition, a covered entity may be subject to criminal and civil penalties as a result of a business associate violating HIPAA, if the business associate is found to be an agent of the covered entity. Covered entities must report breaches of unsecured protected health information to affected individuals without unreasonable delay and notification must also be made to the U.S. Department of Health & Human Services, Office for Civil Rights (OCR) and, in certain situations involving large breaches, to the media. The OCR enforces the HIPAA Rules and performs compliance audits and investigations. In addition to enforcement by OCR, HIPAA authorizes state attorneys general to bring civil actions seeking either injunction or damages in response to HIPAA violations that impact state residents.
In addition to federal privacy regulations, there are a number of state laws governing the privacy, confidentiality and security of individually identifiable health information and other personal information that are applicable to our business. Where these state laws are stricter than the requirements imposed by HIPAA or impose different or additional requirements than HIPAA, we may be subject to additional restrictions and liability above and beyond HIPAA’s requirements.
There are numerous other laws, regulations and legislative and regulatory initiatives at the federal and state levels addressing privacy and security of personal information. We also remain subject to federal and state privacy-related laws that may be more restrictive or contain different requirements than the privacy regulations issued under HIPAA. These laws vary and could impose additional penalties. For example, the Federal Trade Commission, or FTC, uses its consumer protection authority to initiate enforcement actions against companies relating to their use and disclosure of personally identifiable information. Specifically, FTC has asserted authority and issued enforcement actions in response to actual or perceived unfair or deceptive practices by a company in the handling of consumer information. The FTC has also pursued enforcement actions against companies for violations of its Health Breach Notification Rule and the Children’s Online Privacy Protection Act. Our use of personal information is also subject to our published privacy policies and notices.
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The laws governing privacy and security of health information and other personal information are rapidly changing and new laws governing privacy and security may be adopted in the future as well. We can provide no assurance that we are or will remain in compliance with diverse privacy and security requirements in all of the jurisdictions in which we do business or process personal information, or in which our patients reside, or that we will be able to keep up with the cost of complying with new or additional requirements. Failure to comply with privacy and security requirements could result in damage to our reputation, adversely affect customer or investor confidence in us and reduce the demand for our services from existing and potential customers. In addition, we could face litigation, penalties and regulatory actions including civil or criminal penalties and significant costs for compliance with new or changing requirements, all of which could generate negative publicity and which could have a materially adverse effect on our business.
HIPAA also created federal criminal statutes that prohibit, among other actions, knowingly and willfully executing or attempting to execute, a scheme to defraud any healthcare benefit program, including private third-party payors, and knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. A person or entity does not need to have actual knowledge of these statutes or specific intent to violate them in order to have committed a violation.
A violation of each of these statutes is a felony and may result in fines, imprisonment or exclusion from governmental payor programs. Many states have similar statutes that may carry significant penalties.
Employees
As of October 31, 2025, we had no full-time or part time employees. Management functions, including our our executive officers, are contracted as service providers.
Insurance
We maintain Director & Officer liability insurance. We believe that our insurance coverage is adequate to cover our business at this stage.
Legal Proceedings
We are currently not a party to any legal or administrative proceedings and are not aware of any pending or threatened legal or administrative proceedings against us in any material respects. We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business.
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MANAGEMENT
Directors and Executive Officers
The following table sets forth information regarding our directors and executive officers as of the date of this prospectus.
| Director | Age | Title | Date appointed Ireland entity* | |||
| Sir Eric Peacock | 80 | Non-Executive Chairman | 6th January 2025 | |||
| Jack Kaye | 73 | Chief Executive Officer | 25th September 2024 | |||
| David Over | 62 | Chief Commercial Officer | 25th September 2024 | |||
| Kevin Riches | 62 | Non-Executive Director | 6th January 2025 | |||
| Susan M King | 62 | Non-Executive Director | 6th January 2025 | |||
| Julian F Sluyters | 65 | Non-Executive Director | 6th January 2025 |
*Directors were previously at various times, directors of Davion Healthcare Plc registered in Cyprus, prior to the company being re-domiciled in Ireland. The above table refers to appointments to the board of the Irish registered company Davion Healthcare Plc which was first registered on the 25th September 2024.
Jack Kaye – Chief Executive Officer
With over 45 years business experience across the telecom, technology and healthcare sectors, Mr. Kaye established one of the first mobile phone network resellers in the early eighties which was sold on to Hutchison Whampoa and formed part of what became the Orange mobile phone network in the UK. Mr. Kaye is also on the boards of a number of private SME companies.
He is a Serial Entrepreneur and has a history of developing a number of successful businesses, many from a start-up position, and has held Executive positions including that of CEO, on the boards of a number of Private and Publicly Quoted Companies in both Europe and North America.
Jack is engaged as CEO of the Company under a service contract dated January 1, 2024.
Under the terms of this contract, he will after Admission be entitled to directors’ fees of €1,800,000 per annum. His contract can be terminated on 12 months’ notice from either party.
Sir Eric Peacock – Chairman (Non-Executive)
Sir Eric Peacock is the Chairman of IPro Sport Holdings Ltd (hydration drinks), Buckley Jewelry Ltd, Stevenage Packaging Ltd, Kingfisher Beer Europe Ltd and is the Senior Non-Executive Director of Bango Plc.
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He was formerly a Non-Executive Director at the government business United Kingdom Export Finance and has previously sat on a number of other government boards namely United Kingdom Trade and Investment, Foreign and Commonwealth Office and the Department for Innovation and Skills.
He has a wide ranging experience of start up’s, turnarounds, financing, acquiring, disposal and floatation with a significant international background having run businesses in Australia, New Zealand, South Africa, France and Ireland. Sir Eric was knighted in 2003 for his services to International Trade.
He is also Chairman of the charity The Big Cat Sanctuary and the charities Uniqueness and The AB Trust both of which focus on disadvantaged children and young adults.
David Over – Chief Commercial Officer
David has over 30 years of extensive international leadership serving at the C-Level for a variety of British and American companies. He has helped them transform and align their strategies, marketing, products, people and systems to accelerate breakthrough growth. He has held leadership positions as CEO, COO and CMO.
With a solid track record of success leading financial growth, digital transformations, operational change, building start-ups within global businesses, and rapidly developing businesses. David has been actively involved in development and funding of a number of public and private companies in the UK and USA.
Providing executive leadership across major business areas: Operations, Strategy, M&A, Marketing, Sales, Partnerships & Alliances across a variety of B2B and B2C sectors, including digital marketing, magazine publishing, fintech and environmental energy.
Kevin Riches – Non-Executive Director
Kevin has a background in starting, building and selling companies, in sectors ranging from technology re-manufacture and sales and mobile communication. He has a specialty in supporting and growing established businesses.
He has worked within management teams to help define and develop strategy and to bring new clients as a part of the growth and diversification strategy. Current businesses outside of Davion include The Big Issue Group, The Big Exchange and Adalta International.
Susan M King – Non-Executive Director
Ms. King is a Board Director, private investor, senior executive and advocate. She is a financial services executive with extensive experience in global asset management and investment banking.
Ms. King serves on several corporate and non-profit boards. She is an active investor in early-stage companies directly through her membership in Golden Seeds.
Ms. King earned a B.A. in Economics cum laude from Claremont McKenna College. She is based in New York.
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Julian F. Sluyters – Non-Executive Director
Julian F. Sluyters has been in the financial services industry his entire career. He spent the first 10 years of his career in public accounting, where his primary industry focus was banks and asset management firms, and the mutual funds which they sponsored. For the past 30 years, Mr. Sluyters has served in various capacities working for several asset management firms. His roles have been varied. These include the CEO of a global mutual fund firm, CEO of a major European fund services company, and several asset management COO roles based in the United States. In connection with these roles, he has also served as the Chief Financial Officer of a large mutual fund complex, and the CEO and President for several fund complexes, both in the United States and Europe. He has a BS degree in accounting and finance from Lehigh University, Pennsylvania, USA. Mr. Sluyters is a certified public accountant (inactive) in the State of New York, USA.
Julian brings an unparalleled amount of Board experience, serving as the CEO for over 20 different mutual funds boards (in the US and Europe), as well as serving as an interested Trustee for over five different US and EU boards. Mr. Sluyters has been dealing with corporate boards for practically his entire professional career, which started in 1982. He also qualifies as an audit committee financial expert. Mr. Sluyters has a wealth of private equity and alternative asset class experience and currently serves on the advisory Board of EQX Biome, a New York-based biodiversity impact company focused on the mission of mobilizing financial markets towards protecting the world’s remaining biodiversity. He is based in the United States.
Julian Sluyters will also be acting as our “Financial Controller” for the time being, supported by the Audit Committee and by our external reporting accountants and of course our auditors.
Save as disclosed, no Director has in the 5 years prior to the date of this Admission Document:
| 1. | had any convictions in relation to fraudulent offences; | |
| 2. | been a director or a member of the administrative, management or supervisory body of any company which has been placed in receivership or liquidation whilst he was acting in that capacity for that company; | |
| 3. | been a partner in or a member of the administrative, management or supervisory body of any partnership placed into liquidation where such director was a partner or a member of the administrative, management or supervisory body at the time of or within the 12 months preceding such event; | |
| 4. | been the subject of any official public incrimination and/or sanctions by statutory or regulatory authorities (including designated professional bodies) or been disqualified by a court from acting as a member of the administrative, management or supervisory body of any entity or from acting in the management or conduct of the affairs of any entity. |
Board of Directors
Our board of directors consists of six directors, the majority of which will be independent, upon the SEC’s declaration of the effectiveness of our registration statement on Form F-1. The board consists of two executive directors, Jack Kaye as CEO and David Over as Chief Commercial Officer, with four independent non-executive directors, Sir Eric Peacock, Kevin Riches, Susan M King and Julian Sluyters. A director is not required to hold any shares in our Company by way of qualification. A director may vote with respect to any contract, proposed contract or arrangement in which he is materially interested provided (a) such director, if his interest in such contract or arrangement is material, has declared the nature of his interest at the earliest meeting of the board at which it is practicable for him to do so, either specifically or by way of a general notice and (b) if such contract or arrangement is a transaction with a related party, such transaction has been approved by the audit committee. The directors may exercise all the powers of the Company to borrow money, mortgage its undertaking, property and uncalled capital, and issue debentures or other securities whenever money is borrowed or as security for any obligation of the Company or of any third party. None of our non-executive directors has a service contract with us that provides for benefits upon termination of service.
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Committees of the Board of Directors
We will establish three committees under the board of directors immediately upon the effectiveness of our registration statement on Form F-1: an audit committee, a compensation committee and a nominating and corporate governance committee. We will adopt a charter for each of the three committees. Each committee’s functions are described below.
The audit committee (comprising of Sir Eric Peacock, Susan M King and Julian F Sluyters) will oversee our accounting and financial reporting processes and the audits of the financial statements of our Company. The audit committee will be responsible for, among other things:
| · | appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; | |
| · | reviewing with the independent auditors any audit problems or difficulties and management’s response; | |
| · | discussing the annual Reviewed financial statements with management and the independent auditors; |
| · | reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; | |
| · | reviewing and approving all proposed related party transactions; | |
| · | meeting separately and periodically with management and the independent auditors; and | |
| · | monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. |
The compensation committee (comprising of Julian Sluyters, Kevin Riches and Sir Eric Peacock) will assist the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee will be responsible for, among other things:
| · | reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; | |
| · | reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors; | |
| · | reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and | |
| · | selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management. |
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The nominating and corporate governance committee comprising of Sir Eric Peacock, Susan M King and Kevin Riches) will assist the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee will be responsible for, among other things:
| · | selecting and recommending to the board nominees for election by the shareholders or appointment by the board; | |
| · | reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; | |
| · | making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and | |
| · | advising the board periodically with regard to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken. |
Duties of Directors
Under Ireland law, our directors owe fiduciary duties to our Company, including a duty of loyalty, a duty to act honestly, and a duty to act in what they consider in good faith to be in our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors also have a duty to exercise the care, diligence and skills that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association, as amended and restated from time to time, and the class rights vested thereunder in the holders of the shares. In certain limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached.
Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs. The functions and powers of our board of directors include, among others:
| · | convening shareholders’ annual and extraordinary general meetings and reporting its work to shareholders at such meetings; | |
| · | declaring dividends and distributions; | |
| · | appointing officers and determining the term of office of the officers; | |
| · | exercising the borrowing powers of our Company and mortgaging the property of our Company; and | |
| · | approving the transfer of Ordinary Shares in our Company, including the registration of such shares in our share register. |
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Terms of Directors and Officers
Our officers are elected by and serve at the discretion of the board of directors. Our directors are not subject to a term of office and hold office until such time as they are removed from office by ordinary resolution of the shareholders or by the board. A director will be removed from office automatically if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; or (ii) is found by our Company to be or becomes of unsound mind.
Agreements and Indemnification Agreements
We have entered into executive agreements with each of our two executive officer, Jack Kaye and David Over. Under these agreements, each of our executive officers is employed for a specified time period. We may terminate employment for cause, at any time, without advance notice or remuneration, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties. In such case of termination by us, we will provide severance payments to the executive officer as expressly required by applicable law of the jurisdiction where the executive officer is based.
Each executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information or trade secrets, any confidential information or trade secrets of our clients or prospective clients, or the confidential or proprietary information of any third party received by us and for which we have confidential obligations. The executive officers have also agreed to disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or reduce to practice during the executive officer’s employment with us and to assign all right, title and interest in them to us, and assist us in obtaining and enforcing patents, copyrights and other legal rights for these inventions, designs and trade secrets.
In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and typically for one year following the last date of employment. Specifically, each executive officer has agreed not to (i) approach our suppliers, clients, customers or contacts or other persons or entities introduced to the executive officer in his or her capacity as a representative of us for the purpose of doing business with such persons or entities that will harm our business relationships with these persons or entities; (ii) assume employment with or provide services to any of our competitors, or engage, whether as principal, partner, licensor or otherwise, any of our competitors, without our express consent; or (iii) seek directly or indirectly, to solicit the services of any of our employees who is employed by us on or after the date of the executive officer’s termination, or in the year preceding such termination, without our express consent.
We have also entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our Company.
Compensation of Directors and Executive Officers
Currently in 2025 the Chief Executive Officer and the Chief Commercial Officer receive under service contracts a combined annual income in total of €3,000,000. Both executive directors have agreed to freeze their service contracts without any accrual being credited, until listing, at which time the contracts will commence. Copies of the service contracts for both officers are filed as Exhibit (number 10.4 and 10.5) to this Registration Statement.
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The Company has four non-executive Directors whose remuneration will commence on listing of the Company’s Ordinary Shares and will receive a combined annual income of €600,000.
No monies have been set aside or accrued to provide pension, retirement or other similar benefits to any of our executive officers and non-executive directors. The Company has no full time or part time employees.
Equity Incentive Plan
The board of directors adopted an equity incentive plan for the executive officers in January 2025, which was subsequently terminated during the year. The board of directors compensation committee intends to recommend a new equity incentive plan for the executive officers, independent directors and other third party service providers once our listing is completed. Any stock issuances under such plan will dilute existing ordinary shareholders.
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PRINCIPAL SHAREHOLDERS
Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our Ordinary Shares as of the date of this prospectus by:
Shareholders with 5% or more of the issued share capital.
| Entity | Shares | Total | Percentage | |||||||
| Rallinson Ltd. | Direct | 3,860,530 | 15.44% | |||||||
| Rallinson Corp. | Direct | 1,245,000 | 4.98% | |||||||
The Beneficial Owner of both Rallinson Ltd. and Rallinson Corp. is Mr. Jack Kaye, and the above two shareholdings are shown above as they add to Jack Kaye’s collective shareholding.
Our CEO Jack Kaye is also a shareholder in his own right in Davion Healthcare Plc with 5,163,418 shares held (20.65%). Collectively, Jack Kaye’s combined shareholding in the company amounts to 10,268,948 Ordinary shares held, which is 41.07% of the issued share capital.
We are not aware of any arrangement that may, result in a change of control of our Company.
AFFILIATE SHAREHOLDERS
| Director | Number of Ordinary shares held |
Percentage of Share Capital |
||||||
| Sir Eric Peacock | 10,000 | 0.04% | ||||||
| Jack Kaye | 10,268,948 | 41.07% | ||||||
| David Over | 1,217,000 | 4.86% | ||||||
| Kevin Riches | 5,000 | 0.02% | ||||||
| Susan King | 5,000 | 0.02% | ||||||
| Julian F Sluyters | 5,000 | 0.02% | ||||||
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RELATED PARTY TRANSACTIONS
Malbrite Ltd, a private company owned by Jack Kaye, our CEO, has provided ongoing financial support for the Company since its inception and continues to provide such financial support. We have not raised any money to date and continue to rely on the support of our CEO until such times as revenue from payments relating to product licensing agreements and ongoing sales royalties commence in the first half of 2026 or until the company conducts an equity raise, whichever is the sooner. Advances are non-interest-bearing, unsecured, and repayable only upon completion of a future capital raise. Advances paid directly to third parties were €0.1 million and €4.6 million in 2024 and 2023, respectively. Because Mr. Kaye is both the CEO of Davion Healthcare Plc and the sole owner of Malbrite Ltd, these arrangements constitute related-party transactions and may give rise to potential conflicts of interest. These transactions have been reviewed and approved by the Company’s board of directors.
In 2023, the Company issued 12,258,458 shares at par (€0.01) in connection with intellectual property acquisition of €65 million. A copy of the sale and purchase agreement relating to the acquisition is filed as Exhibit 10.6 to this Registration Statement. There are no future payment obligations related to the intellectual property rights. The non cash transaction was completed at a share price of €5.30 per share (par value being €0.01), with shares being distributed to all shareholders of Davion Healthcare Ltd (“UK company”) on a pari pasu basis to their percentage shareholding in the UK company at the time of transfer. General meetings of the shareholders of both the seller and buyer took place, and resolutions were passed by both parties, fully approving the terms of the sale and purchase agreement. This transaction was considered a related party transaction as Jack Kaye, CEO, was a director and shareholder of both the seller and buyer, but declared his interest prior to the transaction and excluded himself from voting either as a director or shareholder in respect of both buyer and seller.
On the June 30, 2024, advances to the Company by Jack Kaye (through Malbrite Ltd) amounting to €4.6 million and €1.0 million in fees due David Paul Alexander Over, a director of Davion Healthcare Plc were converted into 598,246 shares at a conversion rate equivalent to one ordinary share for every $10 (Euro conversion equivalent to) owed. As of and for the six month period ended June 30, 2025, Advances from related parties was €0.3 million. For the six months ended June 30, 2024, cash Advances from related parties was €0.1 million.
For the years ended December 31, 2024 and 2023, the Company incurred €NIL and €1,100,000 respectively, with regards to management fees by Malbrite Limited and Kurdam Inc., companies controlled by Jack Kaye, a director of Davion Healthcare Plc.
For the year ended December 31, 2024 and 2023, the Company incurred €400,000 and €600,000, respectively, with regards to director fees by David Paul Alexander Over, a director of Davion Healthcare Plc. The balance payable to David Paul Alexander Over was paid in full with share issuances. For the year ended December 31, 2023, the Company paid approximately €287,000 for marketing services to Tulk House International Limited, a company controlled by David Paul Alexander Over, a director for Davion Healthcare Plc.
For the year ended December 31, 2024 and 2023, the Company incurred €NIL and €77,415, respectively, with regards to management fees by Rallinson Limited, a company controlled by Jack Kaye, a director of Davion Healthcare Plc.
For the year ended December 31, 2024 and 2023, the Company incurred €NIL and €1,707,178, respectively, with regards to research and development costs by Rallinson Limited, a company controlled by Jack Kaye, a director of Davion Healthcare Plc.
For the year ended December 31, 2024 and 2023, the Company incurred €NIL and €556,279 respectively, with regards to research and development costs by Malbrite Limited, a company controlled by Jack Kaye, a director of Davion Healthcare Plc.
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DESCRIPTION OF SHARE CAPITAL
We are an exempted Company incorporated under the laws of Ireland and our affairs are governed by our amended & restated memorandum and articles of association, the Companies Law 2014 of Ireland, which we refer to as the Companies Law below and the common law of Ireland.
As of the date of this prospectus, our authorized share capital is €1,000,000 Euros, representing 100,000,000 ordinary shares with a par value of €0.01 each. As of the date of this filing, 25,000,000 ordinary shares are issued and outstanding. All of our issued and outstanding ordinary shares are fully paid.
The Company’s ordinary shares are identified under the CUSIP number G27599 102. Our transfer agent and registrar in the United States is VStock Transfer, LLC. All shares listed on Nasdaq are held in book-entry form through DTC.
All of the Company’s ordinary shares to be listed on Nasdaq will be held in book-entry form through the facilities of DTC, with Cede & Co. as the nominee of DTC.
Our Memorandum and Articles
The following are summaries of certain material provisions of the memorandum and articles of association, and of the Companies Law, insofar as they relate to the material terms of our Ordinary Shares.
Objects of Our Company. Under our memorandum and articles of association, the objects of our Company are unrestricted and we have the full power and authority to carry out any object not prohibited by the law of Ireland.
Ordinary Shares. Our Ordinary Shares are issued in registered form and are issued when registered in our register of members. We may not issue shares to bearers. Our shareholders who are non-residents of Ireland may freely hold and vote their Ordinary Shares. Our articles exclude any pre-emption rights relating to transfer of shares or new issues of shares. The Company has only one class of shares, namely Ordinary Shares.
Dividends. The holders of our Ordinary Shares are entitled to such dividends as may be declared by our board of directors. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Under the laws of Ireland, our Company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in our Company being unable to pay its debts as they fall due in the ordinary course of business.
Voting Rights. Voting at any shareholders’ meeting is by show of hands unless a poll is demanded. An ordinary share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of our Company,
An ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the Ordinary Shares cast at a meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast attaching to the outstanding Ordinary Shares at a meeting. A special resolution will be required for important matters such as a change of name or making changes to our memorandum and articles of association. Holders of the Ordinary Shares may, among other things, divide or combine their Ordinary Shares by ordinary resolution.
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General Meetings of Shareholders. Our memorandum and articles of association provide that we hold a general meeting as our annual general meeting in which case we shall specify the meeting as such in the notices calling it, and the annual general meeting shall be held at such time and place as may be determined by our directors.
Shareholders’ general meetings may be convened by a majority of our board of directors. Advance notice of at least twenty-one calendar days is required for the convening of our annual general shareholders’ meeting (if any) and any other general meeting of our shareholders. A quorum required for any general meeting of shareholders consists of at least two shareholders present or by proxy.
The Companies Law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our memorandum and articles of association provide that upon the requisition of shareholders representing in aggregate not less than one-third of the votes attaching to the outstanding Ordinary Shares of our Company entitled to vote at general meetings, our board will convene an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting. However, our memorandum and articles of association do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders.
Liquidation. On the winding up of our Company, if the assets available for distribution amongst our shareholders shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst our shareholders in proportion to the par value of the Ordinary Shares held by them at the commencement of the winding up, subject to a deduction from those Ordinary Shares in respect of which there are monies due, of all monies payable to our Company for unpaid calls or otherwise. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders in proportion to the par value of the Ordinary Shares held by them.
Issuance of Additional Ordinary Shares. Our memorandum of association allows our board of directors to issue additional Ordinary Shares from time to time as our board of directors shall determine to the extent of available authorized but unissued shares.
This also authorizes our board of directors to establish from time to time one or more series of preference shares and to determine, with respect to any series of preference shares, the terms and rights of that series, including:
| · | the designation of the series; | |
| · | the number of shares of the series; | |
| · | the dividend rights, dividend rates, conversion rights, voting rights; and | |
| · | the rights and terms of redemption and liquidation preferences. |
Our board of directors may issue preference shares without action by our shareholders to the extent authorized but unissued. Issuance of these shares may dilute the voting power of holders of Ordinary Shares.
Inspection of Books and Records. Holders of our Ordinary Shares will have no general right under Ireland law to inspect or obtain copies of our list of shareholders or our corporate records. However, we will provide our shareholders with annual Reviewed financial statements. See “Where You Can Find Additional Information.”
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Anti-Takeover Provisions. Some provisions of our memorandum and articles of association may discourage, delay or prevent a change of control of our Company or management that shareholders may consider favorable, including provisions that:
| · | authorize our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders; and | |
| · | limit the ability of shareholders to requisition and convene general meetings of shareholders. |
However, under Ireland law, our directors may only exercise the rights and powers granted to them under our memorandum and articles of association for a proper purpose and for what they believe in good faith to be in the best interests of our Company.
Differences in Corporate Law
The Irish Companies Law is derived, to a large extent, from the older Companies Acts of England but does not follow recent English statutory enactments and accordingly there are differences between the Companies Law and the current Companies Act of England. In addition, the Companies Law differs from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of certain significant differences between the provisions of the Companies Law applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.
Mergers and Similar Arrangements. The Companies Law permits mergers and consolidations between Irish companies and between Irish companies and non-Irish companies. For these purposes, (i) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving Company, and (ii) a “consolidation” means the combination of two or more constituent companies into a consolidated Company and the vesting of the undertaking, property and liabilities of such companies to the consolidated Company. In order to effect such a merger or consolidation, the directors of each constituent Company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent Company, and (b) such other authorization, if any, as may be specified in such constituent Company’s articles of association. The plan must be filed with the Registrar of Companies of Ireland together with a declaration as to the solvency of the consolidated or surviving Company, a list of the assets and liabilities of each constituent Company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent Company and that notification of the merger or consolidation will be published in Ireland Gazette. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.
Indemnification of Directors and Executive Officers and Limitation of Liability. The Companies law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors. Our memorandum and articles of association provide that that we shall indemnify our officers and directors against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such directors or officer, other than by reason of such person’s dishonesty, willful default or fraud, in or about the conduct of our Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our Company or its affairs in any court whether in Ireland or elsewhere. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation.
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SHARES ELIGIBLE FOR FUTURE SALE
Prior to our registration & listing of our ordinary shares on the Nasdaq, there has been no public market for our ordinary shares. Sales of substantial amounts of our ordinary shares in the public market following our listing on the Nasdaq, or the perception that such sales could occur, could adversely affect the public price of our ordinary shares and may make it more difficult for you to sell your ordinary shares at a time and price that you deem appropriate. We will have no input if and when any Registered Shareholder may, or may not, elect to sell their ordinary shares or the prices at which any such sales may occur.
Because we are not offering any new securities in connection with this Registration Statement, and all of the Ordinary Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”), the Ordinary Shares issued will generally be freely tradable in the United States, except for those held by our “affiliates” as defined in Rule 144 under the Securities Act.
These restricted securities are eligible for public sale only if they are registered under the Securities Act, including the ordinary shares registered hereunder, or if they qualify for an exemption from registration, including under Rules 144 or 701 under the Securities Act, which are summarized below. Restricted securities also may be sold outside of the United States to non-U.S. persons in accordance with Rule 904 of Regulation S. Substantially all of our ordinary shares may be sold after our initial listing on the Nasdaq, either by the Registered Shareholders pursuant to this prospectus or by our other existing shareholders in accordance with Rule 144 of the Securities Act.
As further described below, until we have been a reporting company for at least 90 days, only non-affiliates who have beneficially owned their ordinary shares for a period of at least one year will be able to sell their ordinary shares under Rule 144.
Rule 144
In general, under Rule 144 as currently in effect, once we have been subject to and in compliance with public company reporting requirements of Section 13 or Section 15(d) of the Exchange Act for at least 90 days, an eligible shareholder is entitled to sell such shares without complying with the manner of sale, volume limitation, or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. To be an eligible shareholder under Rule 144, such shareholder must not be deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the ordinary shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates. If such a person has beneficially owned the ordinary shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then such person is entitled to sell such shares without complying with any of the requirements of Rule 144.
In general, under Rule 144, as currently in effect, our affiliates or persons selling ordinary shares on behalf of our affiliates are entitled to sell shares 90 days after we become a reporting company. Within any three-month period, such shareholders may sell a number of ordinary shares that does not exceed the greater of:
| • | 1% of the number of ordinary shares then outstanding, which will equal approximately 251,250 shares immediately after our registration; or |
| • | the average weekly trading volume of our ordinary shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale. |
Sales under Rule 144 by our affiliates or persons selling ordinary shares on behalf of our affiliates also are subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.
Lock-Up Restrictions
Certain of our directors and executive officers have agreed to a lock-up period during which they will not sell or transfer their Ordinary Shares without the prior written consent of the Company. These lock-up agreements expire 90 days following the date on which our Ordinary Shares are listed on Nasdaq.
Following the expiration of any lock-up periods and subject to the restrictions described above, including Rule 144 and applicable securities laws, the ordinary shares may be sold publicly.
Rule 701
In general, under Rule 701 of the Securities Act as currently in effect, each of our employees, consultants or advisors who purchases our Ordinary Shares from us in connection with a compensatory stock plan or other written agreement executed prior to the completion of this registration is eligible to resell those Ordinary Shares in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144. However, the Rule 701 shares would remain subject to lock-up arrangements and would only become eligible for sale when the lock-up period expires.
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REGISTERED SHAREHOLDERS
The following table sets forth, as of September 1, 2025, the 25,000,000 ordinary shares held by the Registered Shareholders. The Registered Shareholders include (i) affiliates of the Company with “restricted securities” (as defined in Rule 144 under the Securities Act) who, because of their status as affiliates pursuant to Rule 144 or because they acquired their ordinary shares from an affiliate or the Company within the prior 12 months, would be unable to sell their securities pursuant to Rule 144 until the Company has been subject to the reporting requirements of Section 13 or Section 15(d) the Exchange Act for a period of at least 90 days, and (ii) all other shareholders. The Registered Shareholders may, or may not, elect to sell their ordinary shares covered by this prospectus, as and to the extent they may determine. Such sales, if any, will be made through brokerage transactions on the Nasdaq at prevailing market prices. As such, the Company will have no input if and when any Registered Shareholder may, or may not, elect to sell their ordinary shares or the prices at which any such sales may occur. See “Plan of Distribution” for additional information.
Information concerning the Registered Shareholders may change from time to time and any changed information will be set forth in supplements to this Registration Statements, if and when necessary. Because the Registered Shareholders may sell all, some, or none of the ordinary shares covered by this prospectus, we cannot determine the number of such ordinary shares that will be sold by the Registered Shareholders, or the amount or percentage of ordinary shares that will be held by the Registered Shareholders upon consummation of any particular sale. In addition, the Registered Shareholders listed in the table below may have sold, transferred, or otherwise disposed of, or may sell, transfer, or otherwise dispose of, at any time and from time to time, our ordinary shares in transactions exempt from the registration requirements of the Securities Act, after the date on which they provided the information set forth in the table below.
The Registered Shareholders are not entitled to any registration rights with respect to the ordinary shares. However, this Registration Statement will remain effective unless and until it is withdrawn or modified by post-effective amendment. We are not party to any arrangement with any Registered Shareholder or any broker-dealer with respect to sales of the ordinary shares by the Registered Shareholders. However, we have engaged financial advisors with respect to certain other matters relating to our listing. See “Plan of Distribution.”
In accordance with the rules of the SEC, beneficial ownership includes voting or investment power with respect to securities and includes the ordinary shares issuable pursuant to options, warrants, and RSUs that are exercisable or settled within 60 days of October 31, 2025. Ordinary shares issuable pursuant to options, warrants, and RSUs are deemed outstanding for computing the percentage of the class beneficially owned by the person holding such securities but are not deemed outstanding for computing the percentage of the class beneficially owned by any other person. The percentage of beneficial ownership for the following table is based on total ordinary shares outstanding as of October 31, 2025. As seen below, of 604 total shareholders, 596 hold less than 5%, and 586 hold less than 1%.
| Registered Shareholders | Ordinary | Number of | % of | % of | ||||||||||||
| Name | Shares | Shareholders | Ownership | Voting Power | ||||||||||||
| Jack Kaye* | 5,163,418 | 1 | 20.7% | 41.1% | ||||||||||||
| Rallinson Ltd* | 3,860,530 | 1 | 15.4% | ** | ||||||||||||
| Rallinson Corp* | 1,245,000 | 1 | 5.0% | ** | ||||||||||||
| David Over* | 1,217,000 | 1 | 4.9% | 4.9% | ||||||||||||
| Sir Eric Peacock* | 10,000 | 1 | 0.0% | 0.0% | ||||||||||||
| Kevin Riches* | 5,000 | 1 | 0.0% | 0.0% | ||||||||||||
| Susan M. King* | 5,000 | 1 | 0.0% | 0.0% | ||||||||||||
| Julian F. Sluyters* | 5,000 | 1 | 0.0% | 0.0% | ||||||||||||
| Non Affiliate Shareholders 1% < 5% | 9,832,815 | 10 | 39.3% | 39.3% | ||||||||||||
| Non Affiliate Shareholders < 1% | 3,656,237 | 586 | 14.6% | 14.6% | ||||||||||||
| Total | 25,000,000 | 604 | 100.0% | 100.0% | ||||||||||||
| * | Board of Directors and Rallinson Ltd and Rallinson Corp are affiliates, see “Principal Shareholders” section | |
| ** | Shares are controlled by Jack Kaye, CEO and included in his 41.1% ownership |
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TAXATION
The following summary of the material Ireland and U.S. federal income tax consequences of an investment in the Ordinary Shares is based upon laws and relevant interpretations thereof in effect as of the date of this Registration Statement, all of which are subject to change. This summary does not deal with all possible tax consequences relating to an investment in the Ordinary Shares, such as the tax consequences under U.S. state and local tax laws or under the tax laws of jurisdictions other than Ireland and the United States.
Ireland Taxation
Ireland currently levies 12.5% on profits of corporations. based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of Ireland, except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of Ireland. Ireland is a party to double tax treaties with both the USA and the United Kingdom. There are no exchange control regulations or currency restrictions in Ireland.
Payments of dividends and capital in respect of our Ordinary Shares and Ordinary Shares may be subject to taxation in Ireland, however non-Irish resident holders can usually claim an exemption or a refund of any Irish Dividend withholding tax (DWTT).s derived from the disposal of our Ordinary Shares or Ordinary Shares.
No stamp duty is payable in respect of the issue of the shares or Ordinary Shares, but an instrument of transfer in respect of a share may incur 1% stamp duty dependent on whether the transaction relates to an Irish or non-Irish resident holder, or whether it is exempt through exemptions where trading takes place on a regulated approved market such as Nasdaq.
United States Federal Income Tax Considerations
The following discussion is a summary of U.S. federal income tax considerations generally applicable to the ownership and disposition of the Ordinary Shares by a U.S. Holder (as defined below) that acquires the Ordinary Shares in this registration and holds the Ordinary Shares as “capital assets” (generally, property held for investment) under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). This discussion is based upon existing U.S. federal tax law, which is subject to differing interpretations or change, possibly with retroactive effect. No ruling has been sought from the Internal Revenue Service (the “IRS”) with respect to any U.S. federal income tax consequences described below, and there can be no assurance that the IRS or a court will not take a contrary position. This discussion, moreover, does not address the U.S. federal estate, gift, Medicare, alternative minimum tax, and other non-income tax considerations or any state, local and non-U.S. tax considerations, relating to the ownership or disposition of the Ordinary Shares. The following summary does not address all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual circumstances or to persons in special tax situations such as:
| · | banks and other financial institutions; | |
| · | insurance companies; | |
| · | pension plans; | |
| · | cooperatives; | |
| · | regulated investment companies; | |
| · | real estate investment trusts; |
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| · | broker-dealers; | |
| · | traders that elect to use a mark-to-market method of accounting; | |
| · | certain former U.S. citizens or long-term residents; | |
| · | tax-exempt entities (including private foundations); | |
| · | holders who acquire their Ordinary Shares pursuant to any employee share option or otherwise as compensation; | |
| · | investors that will hold their Ordinary Shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for U.S. federal income tax purposes; | |
| · | investors that have a functional currency other than the U.S. dollar; | |
| · | investors subject to special tax accounting rules as a result of any item of gross income with respect to Ordinary Shares being taken into account in an “applicable financial statement” (as defined in the Code); | |
| · | persons that actually or constructively own 10% or more of our stock (by vote or value); or | |
| · | partnerships or other entities taxable as partnerships for U.S. federal income tax purposes, or persons holding Ordinary Shares through such entities. |
all of whom may be subject to tax rules that differ significantly from those discussed below.
Each U.S. Holder is urged to consult its tax advisor regarding the application of U.S. federal taxation to its particular circumstances, and the state, local, non-U.S. and other tax considerations of the ownership and disposition of the Ordinary Shares.
General
For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our Ordinary Shares that is, for U.S. federal income tax purposes:
| · | an individual who is a citizen or resident of the United States; | |
| · | a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created in, or organized under the law of the United States or any state thereof or the District of Columbia; | |
| · | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or | |
| · | a trust (A) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise validly elected to be treated as a U.S. person under the Code. |
If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of the Ordinary Shares or our Ordinary Shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding Ordinary Shares or our Ordinary Shares and their partners are urged to consult their tax advisors regarding an investment in the Ordinary Shares or our Ordinary Shares.
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Dividends
Subject to the discussion below under “Passive Foreign Investment Company Rules,” any cash distributions paid on the Ordinary Shares out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, will generally be includible in the gross income of a U.S. Holder as dividend income on the day actually or constructively received by the U.S. Holder, in the case of Ordinary Shares. Because we do not intend to determine our earnings and profits on the basis of U.S. federal income tax principles, any distribution we pay will generally be treated as a “dividend” for U.S. federal income tax purposes. Dividends received on the Ordinary Shares will not be eligible for the dividends received deduction allowed to corporations. A non-corporate U.S. Holder will be subject to tax at the lower capital gain tax rate applicable to “qualified dividend income,” provided that certain conditions are satisfied, including that (1) the shares are readily tradeable on an established securities market in the United States, (2) we are neither a PFIC nor treated as such with respect to such a U.S. Holder (as discussed below) for the taxable year in which the dividend was paid and the preceding taxable year, and (3) certain holding period requirements are met. We expect the Ordinary Shares, which we have applied to list on the Nasdaq, will be readily tradeable on an established securities market in the United States. There can be no assurance, however, that the shares will be considered readily tradeable on an established securities market in later years.
Dividends will generally be treated as income from foreign sources for U.S. foreign tax credit purposes and will generally constitute passive category income. Depending on the U.S. Holder’s individual facts and circumstances, a U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes imposed on dividends received on the Ordinary Shares. A U.S. Holder who does not elect to claim a foreign tax credit for foreign tax withheld may instead claim a deduction, for U.S. federal income tax purposes, in respect of such withholding, but only for a year in which such holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex and their outcome depends in large part on the U.S. Holder’s individual facts and circumstances. Accordingly, U.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.
Sale or Other Disposition
Subject to the discussion below under “Passive Foreign Investment Company Rules,” a U.S. Holder will generally recognize capital gain or loss upon the sale or other disposition of Ordinary Shares in an amount equal to the difference between the amount realized upon the disposition and the holder’s adjusted tax basis in such Ordinary Shares. Any capital gain or loss will be long-term if the Ordinary Shares have been held for more than one year and will generally be U.S.-source gain or loss for U.S. foreign tax credit purposes. Long-term capital gain of non-corporate U.S. Holders is generally eligible for a reduced rate of taxation. The deductibility of a capital loss may be subject to limitations. U.S. Holders are urged to consult their tax advisors regarding the tax consequences if a foreign tax is imposed on a disposition of the Ordinary Shares, including the availability of the foreign tax credit under their particular circumstances.
Passive Foreign Investment Company Rules
If we are classified as a PFIC for any taxable year during which a U.S. Holder holds the Ordinary Shares, and unless the U.S. Holder makes a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules on (i) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125 percent of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the Ordinary Shares), and (ii) any gain realized on the sale or other disposition of Ordinary Shares. Under the PFIC rules:
| · | the excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for the Ordinary Shares; | |
| · | the amount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we are classified as a PFIC (each, a “pre-PFIC year”), will be taxable as ordinary income; |
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| · | the amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect for individuals or corporations, as appropriate, for that year; and | |
| · | an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year, other than a pre-PFIC year. |
If we are a PFIC for any taxable year during which a U.S. Holder holds Ordinary Shares and any of our SUBSIDIARY, our variable interest entities or any of the SUBSIDIARY of our variable interest entities is also a PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. U.S. Holders are urged to consult their tax advisors regarding the application of the PFIC rules to any of our SUBSIDIARY, our variable interest entities or any of the SUBSIDIARY of our variable interest entities.
As an alternative to the foregoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election with respect to such stock, provided that such stock is regularly traded. For those purposes, the Ordinary Shares, but not our Ordinary Shares, will be treated as marketable stock upon their listing on the Nasdaq. We anticipate that the Ordinary Shares should qualify as being regularly traded, but no assurances may be given in this regard. If a U.S. Holder makes this election, the holder will generally (i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of Ordinary Shares held at the end of the taxable year over the adjusted tax basis of such Ordinary Shares and (ii) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of the Ordinary Shares over the fair market value of such Ordinary Shares held at the end of the taxable year, but such deduction will only be allowed to the extent of the amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis in the Ordinary Shares would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes a mark-to-market election in respect of a corporation classified as a PFIC and such corporation ceases to be classified as a PFIC, the holder will not be required to take into account the gain or loss described above during any period that such corporation is not classified as a PFIC. If a U.S. Holder makes a mark-to-market election, any gain such U.S. Holder recognizes upon the sale or other disposition of the Ordinary Shares in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss, but such loss will only be treated as ordinary loss to the extent of the net amount previously included in income as a result of the mark-to-market election.
Because a mark-to-market election cannot be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the PFIC rules with respect to such U.S. Holder’s indirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.
We do not intend to provide information necessary for U.S. Holders to make qualified electing fund elections which, if available, would result in tax treatment different from (and generally less adverse than) the general tax treatment for PFICs described above.
If a U.S. Holder owns Ordinary Shares during any taxable year that we are a PFIC, the holder must generally file an annual IRS Form 8621. You should consult your tax advisors regarding the U.S. federal income tax consequences of owning and disposing of your Ordinary Shares if we are or become a PFIC.
Our directors, officers and holders of more than 5% of the Company’s outstanding Ordinary Shares as of the effective date of the registration statement have agreed, subject to certain exceptions, to a ninety day “lock-up” period from the effective date of the registration statement of which this prospectus forms a part with respect to the Ordinary Shares that they beneficially own, including the issuance of shares upon the exercise of convertible securities and options that are currently outstanding or which may be issued
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PLAN OF DISTRIBUTION
This prospectus relates to the registration of the resale of all 25,000,000 of our issued and outstanding ordinary shares by the shareholders identified in this prospectus (the “Registered Shareholders”) in connection with the direct listing on the Nasdaq Global Market. All of these ordinary shares are already recorded in our register of members maintained by our registrar. The Registered Shareholders may, but are not required to, elect to sell some or all of their ordinary shares from time to time after this Registration Statement is declared effective by the Securities and Exchange Commission. Any such sales, if made, will be conducted through brokerage transactions at prevailing market prices. This registration statement does not register any primary offering by us and we will not receive any proceeds from the sale of ordinary shares by the Registered Shareholders.
Although the ordinary shares covered by this prospectus are already legally issued and fully paid in accordance with the laws of Ireland, they will become eligible for electronic settlement and trading in the United States only after this Registration Statement has been declared effective by the Securities and Exchange Commission and the shares have been made eligible for deposit with The Depository Trust Company (“DTC”).
All of our shareholders, including our directors, executive officers and other affiliates, as well as non-affiliates, may sell their ordinary shares from time to time after the effectiveness of this Registration Statement, subject to applicable securities laws, including the requirements of Rule 144 under the Securities Act with respect to shares held by our affiliates. Sales of our ordinary shares may be made through the Nasdaq Global Market or any other available trading market, in privately negotiated transactions, or otherwise, at prevailing market prices or at negotiated prices.
In a direct listing, there are no underwriters, and the opening trading price of our ordinary shares on the Nasdaq Global Market will be determined by buy and sell orders collected and matched by the designated market maker in consultation with Nasdaq, consistent with applicable rules of the exchange. Existing shareholders who wish to sell their ordinary shares may do so by instructing their brokers to enter sell orders on the opening day of trading. The availability of shares offered for sale by our existing shareholders will determine the supply of our ordinary shares in the opening auction, which together with investor demand will establish the initial trading price.
Once our ordinary shares are listed on the Nasdaq Global Market, sales may occur at prevailing market prices, at fixed prices, at prices related to the market price, at negotiated prices, or by any other lawful method. Sales may be effected through ordinary brokerage transactions, block trades, transactions in which brokers may act as principal and resell such shares, or otherwise. Brokers and dealers engaged by shareholders may receive commissions or discounts from such shareholders (and, if they act as agent for the purchaser of such shares, from such purchaser).
The DMM acting pursuant to its obligations under the rules of the Nasdaq, is responsible for facilitating an orderly market for our ordinary shares. Based on information provided by the Nasdaq, the opening public price of our ordinary shares on the Nasdaq will be determined by buy and sell orders collected by the Nasdaq from various broker-dealers and will be set based on the DMM’s determination of where buy orders can be matched with sell orders at a single price. On the Nasdaq, buy orders priced equal to or higher than the opening public price and sell orders priced lower than or equal to the opening public price will participate in that opening trade. In accordance with Nasdaq rules because there has not been a recent sustained history of trading in our ordinary shares in a private placement market prior to listing, the DMM will consult with Revere Securities LLC, as our Direct Listing advisor in order for the DMM to effect a fair and orderly opening of our ordinary shares on the Nasdaq, without coordination with us, consistent with the federal securities laws in connection with our direct listing. Pursuant to such Nasdaq rules, and based upon information known to it at that time, Revere Securities LLC is expected to provide input to the DMM regarding Revere Securities LLC’s understanding of the ownership of our outstanding ordinary shares and pre-listing selling and buying interest in our ordinary shares that it becomes aware of from potential investors and holders of our ordinary shares, in each case, without coordination with us.
Affiliates of our company (including our directors, and executive officers) will be subject to limitations under Rule 144, including volume and manner-of-sale restrictions, and have also agreed collectively, to a ninety day lock-in from the first day of trading, even though their shares are registered pursuant to this Registration Statement. Non-affiliates will not be subject to such limitations.
We have engaged Revere Securities LLC (“Advisor”), as our direct listing advisor to advise and assist us with respect to certain matters relating to the Direct Listing. The services expected to be performed by the Advisor will include providing advice and assistance with respect to defining objectives, analyzing, structuring and planning the Direct Listing and developing, assisting with our investor communication strategy in relation to the Direct Listing and soliciting and managing offers from third parties. In connection with its engagement as our financial advisor, the Advisor will receive an equity fee of 0.5% Equity of the Company at the time of Direct Listing (125,000 ordinary shares), to be included in the next resale registration statement or pursuant to Rule 144, whichever occurs earlier; and will be entitled to a fee of $200,000 upon the successful consummation of the Direct Listing. The Advisor will also be entitled to an expense reimbursement for all expenses for travel and other out-of-pocket expenses incurred in connection with the Advisor’s engagement not to exceed $100,000.
Prior to the Direct Listing services provided by the Advisor to us in connection with the listing of our securities, neither the Advisor nor any affiliates of the Advisor have provided services of any kind to us.
The Company has appointed VStock Transfer, LLC as its transfer agent and registrar in the United States. VStock will also handle coordination with the Depository Trust Company (DTC) and Cede & Co. for electronic trading and settlement of our ordinary shares on Nasdaq.
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LEGAL MATTERS
We are being represented by the Law offices of David E Price with respect to certain legal matters as to United States federal securities compliance and New York State law, and in Ireland by RDJ LLP Solicitors in respect of Irish Law matters, who have both rendered opinions as required where applicable in respect of US Securities law compliance, valid issuance of Ordinary Shares, and Irish law matters including the exemption of Irish stamp Duty on Nasdaq share trades of the company’s Ordinary Shares.
ENFORCEABILITY OF CIVIL LIABILITIES
We are incorporated in Ireland to take advantage of certain benefits associated with being an Ireland Company, such as:
| · | political and economic stability; | |
| · | an effective judicial system; | |
| · | a favorable tax system; | |
| · | the absence of exchange control or currency restrictions; and | |
| · | the availability of professional and support services. |
However, certain disadvantages a Company incorporation in Ireland. These disadvantages include but are not limited to:
| · | Ireland has a less developed body of securities laws as compared to the United States and these securities laws provide less protection to investors as compared to the United States; and | |
| · | Ireland companies may not have standing to sue before the federal courts of the United States. |
Our constituent documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be arbitrated.
We have appointed David E. Price, Esq. of Washington, DC as our agent to receive service of process with respect to any action brought against us in the U.S. in connection with this registration under the federal securities laws of the United States or the securities laws of any State in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York in connection with this registration under the securities laws of the State of New York.
We have been advised that the courts of Ireland are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; and (ii) in original actions brought in Ireland, to impose liabilities against us predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in Ireland of judgments obtained in the United States, the courts of Ireland will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For such a foreign judgment to be enforced in Ireland, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Ireland judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of Ireland (awards of punitive or multiple damages may well be held to be contrary to public policy of Ireland). An Ireland Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.
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EXPERTS
The consolidated financial statements as of December 31, 2024, 2023 and 2022 appearing in this Registration Statement have been audited by WithumSmith+Brown, PC, an independent USA registered PCAOB accounting firm, as set forth in its report thereon appearing elsewhere herein and are included in the reliance upon such report given on the authority of such firm as experts in accounting and auditing. Their address is WithumSmith+Brown, PC 1835 Market Street, Suite 1710, Philadelphia, PA, 19103-2945, USA.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed a registration statement, including relevant exhibits, with the SEC on Form F-1 under the Securities Act with respect to the ordinary shares.
Immediately upon the effectiveness of the registration statement on Form F-1, we will become subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be obtained over the internet at the SEC’s website at www.sec.gov or inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of documents, upon payment of a duplicating fee, by writing to the SEC.
As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we intend to furnish all shareholders with our annual reports, which will include a review of operations and annual audited consolidated financial statements prepared in conformity with IFRS, and all notices of shareholders’ meetings and other reports and communications.
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INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024 and 2023 Audited Consolidated Financial Statements
Notes to the Consolidated Financial Statements
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CONSOLIDATED FINANCIAL STATEMENTS APPENDIX
Company registration number 772522 (Republic of Ireland)
DAVION HEALTHCARE PLC AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 2024 AND 2023
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DAVION HEALTHCARE PLC AND SUBSIDIARY
CONTENTS
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Davion Healthcare Plc and Subsidiary:
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Davion Healthcare Plc and Subsidiary (the “Company”) as of December 31, 2024, 2023, and 2022, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, 2023, and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
Restatement of the Previously Issued Consolidated Financial Statements
As discussed in Note 1.14 to the consolidated financial statements, the 2024 and 2023 financial statements have been restated to correct certain material misstatements.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Company’s auditor since 2024.
Philadelphia, Pennsylvania
September 26, 2025
PCAOB ID Number 100
| F-1 |
DAVION HEALTHCARE PLC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
| YEAR ENDED DECEMBER 31, | ||||||||||
| Notes | 2024 | 2023 | ||||||||
| Administrative expenses | € | ( | ) | € | ( | ) | ||||
| Research and development expenses | ( | ) | ( | ) | ||||||
| Operating loss | 4 | ( | ) | ( | ) | |||||
| Income tax expense | 6 | |||||||||
| Loss and total comprehensive loss for the year | € | ( | ) | € | ( | ) | ||||
| Net loss per common share: | ||||||||||
| Basic and diluted | € | ) | € | ) | ||||||
| Weighted-average common shares outstanding: | ||||||||||
| Basic and diluted | ||||||||||
The notes are an integral part of these consolidated financial statements.
| F-2 |
DAVION HEALTHCARE PLC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| DECEMBER 31, | ||||||||||||||
| Notes | 2024 | 2023 | 2022 | |||||||||||
| ASSETS | ||||||||||||||
| Non-current assets | ||||||||||||||
| Intangible assets | 7 | € | € | € | ||||||||||
| Current assets | ||||||||||||||
| VAT receivable | 9 | |||||||||||||
| Advances to related parties | ||||||||||||||
| Cash and cash equivalents | ||||||||||||||
| Total current assets | ||||||||||||||
| Total assets | € | € | € | |||||||||||
| EQUITY | ||||||||||||||
| Share capital | 16 | € | € | € | ||||||||||
| Share premium | 17 | |||||||||||||
| Deficit | ( | ) | ( | ) | ||||||||||
| Total equity | € | € | € | |||||||||||
| LIABILITIES | ||||||||||||||
| Non-current liabilities | ||||||||||||||
| Advances from related parties | 11 | € | € | € | ||||||||||
| Current liabilities | ||||||||||||||
| Trade and other payables | 15 | |||||||||||||
| Total liabilities | ||||||||||||||
| Total equity and liabilities | € | € | € | |||||||||||
The notes are an integral part of these consolidated financial statements.
The Consolidated Financial statements were approved by the board of directors and authorised for issue on September 25, 2025 and are signed on its behalf by:
| /s/ Jack Kaye | /s/ David Paul Alexander Over | |
| Jack Kaye | David Paul Alexander Over | |
| Director | Director |
Company registration number 772522
| F-3 |
DAVION HEALTHCARE PLC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| Notes | Share capital | Share premium | Deficit | Total | ||||||||||||||
| Balance at December 31, 2022 | € | € | € | € | ||||||||||||||
| Loss and total comprehensive income for the period | ( | ) | ( | ) | ||||||||||||||
| Exchange of issued shares for Intangible Assets | ||||||||||||||||||
| Transactions with Owners in their capacity as owners: Issue of share capital | 16 | |||||||||||||||||
| Balance at December 31, 2023 | € | € | € | ( | ) | € | ||||||||||||
| Loss and total comprehensive income for the year | ( | ) | ( | ) | ||||||||||||||
| Transactions with Owners in their capacity as owners: Shares issued for repayment of advances and salaries | 16 | |||||||||||||||||
| Shares issued for payment of trade and other payables | 16 | |||||||||||||||||
| Balance at December 31, 2024 | € | € | € | ( | ) | € | ||||||||||||
The notes are an integral part of these consolidated financial statements.
| F-4 |
DAVION HEALTHCARE PLC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (AS RESTATED)
| YEAR ENDED DECEMBER 31, | ||||||||||
| Notes | 2024 | 2023 | ||||||||
| Cash flows from operating activities: | ||||||||||
| Net loss | 21 | € | ( | ) | € | ( | ) | |||
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||||||||||
| Changes in operating assets and liabilities: | ||||||||||
| Increase in VAT Receivable | ( | ) | ( | ) | ||||||
| Increase in amount due to related parties | ||||||||||
| Increase in trade and other payables | ||||||||||
| Net cash (used in)/provided by operating activities | ( | ) | ||||||||
| Net cash from investing activities | ||||||||||
| Net cash from financing activities | ||||||||||
| Net (decrease)/increase in cash and cash equivalents | ( | ) | ||||||||
| Cash and cash equivalents at beginning of year | ||||||||||
| Cash and cash equivalents at end of year | € | € | ||||||||
| Non cash investing and financing activities: | ||||||||||
| Shares issued for amounts due to related parties | € | € | ||||||||
| Shares issued for trade and other payables (as restated) | € | € | ||||||||
| Shares issued for intangible assets (as restated) | € | € | ||||||||
The notes are an integral part of these consolidated financial statements.
| F-5 |
DAVION HEALTHCARE PLC AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 2024 AND 2023
Company information
Davion Healthcare Plc (“the Company) was incorporated in the Republic of Cyprus on 29 November 2022 as a Public Company and re-registered in Ireland as a Public Limited Company on 25 September 2024. Davion Healthcare Plc is a healthcare company that specialises in inventing and commercialising innovative medical technologies, pharmaceutical products and healthcare services.
| 1 | Material accounting policies Company information |
Davion Healthcare Plc (“the Company) was incorporated in the Republic of Cyprus on 29 November 2022 as a Public Company and re-registered in Ireland as a Public Limited Company on 25 September 2024. Davion Healthcare Plc is a healthcare company that specialises in inventing and commercialising innovative medical technologies, pharmaceutical products and healthcare services.
1.1 Reporting period
These Consolidated Financial statements cover the financial year ended December 31, 2024 and 2023.
1.2 Accounting convention
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These are the Company’s first annual financial statements prepared in accordance with IFRS and are in compliance with the requirements of IFRS.
The consolidated financial statements are prepared in euros, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest euro.
The consolidated financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The consolidated financial statements consist of the financial statements of the parent Company, Davion Healthcare Plc, together with its wholly owned subsidiary, Davion Healthcare Ltd.
All consolidated financial statements are made up to December 31, 2024 and 2023. Where necessary, adjustments are made to the financial statements of subsidiary to bring the accounting policies used into line with those used by other members of the Company.
All intra-company transactions, balances and unrealised gains on transactions between the company and its subsidiary are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
| F-6 |
DAVION HEALTHCARE PLC AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 2024 AND 2023
1.3 Liquidity
The Company incurred a loss of €
The Company also expects that it will have the necessary surplus to repay the debt towards the Chief Executive Officer that was incurred up to the end of the first consolidated financial period.
Management has evaluated whether there are any material uncertainties that cast significant doubt on the entity’s ability to continue as a going concern. This includes consideration of:
| · | The expected timing and risk associated with initial revenue generation. | |
| · | The robustness of the shareholder support. | |
| · | The adequacy of the current and forecasted cash position to meet obligations as they fall due. |
Having considered all relevant factors, management does not believe that any material uncertainties exist that would cast significant doubt on the entity’s ability to continue as a going concern.
1.4 Intangible assets other than goodwill
Intellectual Property Rights acquired separately are measured on initial recognition at cost. Following initial recognition, Intellectual Property Rights may be carried at a revalued amount (based on fair value) less any subsequent amortisation and impairment losses if fair value can be determined by reference to an active market. Under the revaluation model, revaluation increases are recognised in other comprehensive income and accumulated in the “Revaluation surplus” within equity except to the extent that they reverse a revaluation decrease previously recognised in profit and loss. If the revalued intangible has a finite life and is therefore subject to amortisation, the revalued amount is amortised.
Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life is reviewed at least at each financial year-end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the assets are accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in profit or loss in the expense category consistent with the function of the intangible asset.
| F-7 |
DAVION HEALTHCARE PLC AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 2024 AND 2023
Intangible assets with indefinite useful lives are tested for impairment annually either individually or at the cash generating unit level. Such intangibles are not amortised. The useful life of an intangible asset with an indefinite life is reviewed annually to determine whether the indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is made on a prospective basis.
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.
1.5 Impairment of tangible and intangible assets
At each reporting end date, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.
The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pretax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities. Cash and cash equivalents are carried at amortised cost because (i) they are held for collection of contractual cash flows and those cash flows represent sole payments of principal and interest, and (ii) they are not designated at Fair Value Through Profit and Loss.
| F-8 |
DAVION HEALTHCARE PLC AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 2024 AND 2023
1.7 Financial assets
Financial assets are recognised in the Company’s consolidated statement of financial position when the Company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
All purchases and sales of financial assets that require delivery within the time frame established by regulation or market convention (“regular way”) purchases and sales) are recorded at trade date, which is the date when the Company commits to deliver a financial instrument. All other purchases and sales are recognised when the entity becomes a party to the contractual provisions of the instrument.
Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.
Financial assets at fair value through profit or loss
IFRS 13 establishes a single source of guidance for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The resulting calculations under IFRS 13 affected the principles that the Company uses to assess the fair value, but the assessment of fair value under IFRS 13 has not materially changed the fair values recognised or disclosed. IFRS 13 mainly impacts the disclosures of the Company. It requires specific disclosures about fair value measurements and disclosures of fair values, some of which replace existing disclosure requirements in other standards.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (e.g, trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Impairment of financial assets
Financial assets carried at amortised cost and Fair Value Through Other Comprehensive Income are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
| F-9 |
DAVION HEALTHCARE PLC AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 2024 AND 2023
For trade receivables, the simplified approach permitted by IFRS 9 is applied, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.8 Financial liabilities
The Company recognizes financial debt when the Company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either “financial liabilities at fair value through profit or loss” or “other financial liabilities.”
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the Company’s obligations are discharged, cancelled, or they expire.
1.9 Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.
1.10 Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the consolidated income statements because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
| F-10 |
DAVION HEALTHCARE PLC AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 2024 AND 2023
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences, and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences, can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
As at December 31, 2024, the Group had unutilised corporation tax assets
of €
1.11 Foreign exchange
Transactions in currencies other than euros are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
1.12 Research and development costs
Research expenditures are written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.13 Segments
The Company has been operating as a single segment for financial reporting purposes since its inception. The Chief Operating Decision Maker is the CEO. He is responsible for making all decisions regarding the use of capital.
1.14 Restatement of previously issued financial statements
The following non cash investing and financing disclosures on the Consolidated Statements of Cash Flows (As Restated) for 2024 and 2023 have been restated due to them being reported in error. The line items “Shares issued for trade and other payables (as restated)” for 2024 was revised to € and the line item “Shares issued for intangible assets (as restated)” for 2024 was revised to € and 2023 was revised to €.
Also, additional background information was added
to certain sections of Note 7 Intangible Assets and marked “as restated” regarding the acquisition of intellectual property
rights for €
Finally, Note 11 Borrowings has been restated
to reflect that the “Advances from related parties” are amounts paid directly to vendors and represent a non cash transaction to the Company, that the CEO’s
advances for 2024 was revised from €1,130,950 to €0.
None of the above changes had an impact on the carrying value of assets, liabilities and stockholders’ equity and thus, there is no impact to basic and diluted earnings per share.
| 2 | Adoption of new and revised standards and changes in accounting policies |
At the date of approval of these Consolidated Financial statements, certain new and revised standards and interpretations had been issued by the International Accounting Standards Board but were not yet effective.
The Company is currently evaluating the potential impact of these standards on its financial statements. The effect, if any, of the adoption of these standards will be assessed and reflected in the period in which they are adopted.
| F-11 |
DAVION HEALTHCARE PLC AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 2024 AND 2023
| 3 | Critical accounting estimates and judgements |
In the application of the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
| (1) | Impairment of intangible assets |
Intangible assets are initially recorded at acquisition cost and are amortized on a straight-line basis over their useful economic life. Intangible assets that are acquired through a business combination are initially recorded at fair value at the date of acquisition. Intangible assets with indefinite useful lives are reviewed for impairment at least once per year. The impairment test is performed using the discounted cash flows expected to be generated through the use of the intangible assets, using a discount rate that reflects the current market estimations and the risks associated with the asset. When it is impractical to estimate the recoverable amount of an asset, the Company estimates the recoverable amount of the cash generating unit in which the asset belongs to.
| (2) | Going concern basis |
Management has made an assessment of the Company’s ability to continue as a going concern.
| 4 | Operating loss |
| Schedule of operating loss | ||||||||
| 2024 | 2023 | |||||||
| € | € | |||||||
| Operating loss for the year is stated after charging/(crediting): | ||||||||
| Exchange gains | ( |
) | ( |
) | ||||
| Research and development costs | ||||||||
| F-12 |
DAVION HEALTHCARE PLC AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 2024 AND 2023
| 5 | Employees |
The average monthly number of persons (excluding directors) employed by the Company during the year was:
| Schedule of employees of excluding directors | ||||||
| 2024 | 2023 | |||||
| Number | Number | |||||
| Total |
| 6 | Income tax expense |
The charge for the year can be reconciled to the loss per the income statements as follows:
| Schedule of income tax expenses | ||||||||
| 2024 | 2023 | |||||||
| € | € | |||||||
| Loss before taxation | ( | ) | ( | ) | ||||
| Expected tax credit based on a corporation tax rate of | ||||||||
| Tax benefits not recognized | ( | ) | ( | ) | ||||
| Net deferred tax asset for the year | ||||||||
| 7 | Intangible assets (as restated) |
Acquisition and Initial Recognition (as restated)
During
the year ended December 31, 2023, the Company acquired certain intellectual property rights from Davion Healthcare Ltd (“a UK
company”) at the initial fair value of €
The non cash transaction was completed at a share price of €5.30 per share (par value being €0.01), with shares being distributed to all shareholders of the UK company on a pari pasu basis to their percentage shareholding in the UK company at the time of transfer. There are no future payment obligations related to the intellectual property rights. General meetings of the shareholders of both the seller and buyer took place, and resolutions were passed by both parties, fully approving the terms of the sale and purchase agreement. This transaction was considered a related party transaction as Jack Kaye, CEO of Davion, was a director and shareholder of both the seller and buyer, but declared his interest prior to the transaction and excluded himself from voting either as a director or shareholder in respect of both buyer and seller. The property rights were developed, but not commercially ready for production pending the Company finalizing the required regulatory requirements for each product.
Subsequent Development Activities and Regulatory Approval
In 2024, the Company invested further in the enhancement and development of the intellectual property; however, none of these costs met the recognition criteria under IAS 38 due to there being no active market in accordance with “IAS” 38. These costs primarily related to technical refinement and commercialization readiness.
| F-13 |
DAVION HEALTHCARE PLC AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 2024 AND 2023
During the same period, Footflow and ThermaDerm were added to the portfolio and the regulatory registration for BreastCheck, Testic, Footflow and ThermaDerm was established with the U.S. Food and Drug Administration (FDA), the EU under the CE mark, and the UK Regulatory authority under the UKCA mark, enabling future commercialisation of the related products. These intangible assets were tested for impairment under IAS 36 – Impairment of Assets, and no impairment losses were identified as of December 31, 2024 or December 31, 2023.
Valuation Assessment (as restated)
Management’s estimate of fair value exceeds the carrying value at due to the following post acquisition:
| · | The impact of regulatory approval and technical milestones | |
| · | Updated assumptions around market potential and future cash flows | |
| · | A significant distribution agreement entered into during 2024 that supports commercial forecasts |
Measurement Basis and Accounting Policy Application
In accordance with IAS 38, in respect of the intellectual property held by the Company, the cost model continues to be applied.
As at December 31, 2024, the asset is carried at cost, plus capitalized development expenditures, less accumulated amortization and any impairment losses, if applicable.
The carrying amount of the intellectual
property as of December 31, 2024, was €
Impairment Assessment and Recoverability
Consistent with the Company’s policy under IAS 36, the asset was reviewed for impairment at the reporting date. The recoverable amount, based on a value-in-use model incorporating cash flow projections and commercial assumptions, was higher than the carrying amount. No impairment loss was recorded.
| F-14 |
DAVION HEALTHCARE PLC AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 2024 AND 2023
Management Commentary (as restated)
While the estimated fair value of the asset significantly exceeds its carrying value, this difference is not recognized in the statement of financial position, consistent with the Company’s cost accounting policy. The Company believes this asset will contribute materially to revenue and operating income from the first half of 2026 onwards, upon commercial launch of related products.
| Schedule of fair value of the asset | ||||||||||||
|
Initial Recognition |
Revaluation for the period | Fair Value | ||||||||||
| € | € | € | ||||||||||
| BreastCheck IP Rights | ||||||||||||
| Tricos IP Rights | ||||||||||||
| Testic IP Rights | ||||||||||||
| Davion Masks IP Rights | ||||||||||||
| Bio-Genex IP Rights | ||||||||||||
| Merit IP Rights | ||||||||||||
| Total | ||||||||||||
During the years ended December 31, 2024 and 2023, there was no amortization of these Intellectual Property Rights as they have indefinite useful life and are not subject to amortisation during the period.
| Schedule of intellectual property rights | ||||
| Intellectual Property Rights | ||||
| € | ||||
| Cost | ||||
| Additions | ||||
| At December 31, 2023 | ||||
| At December 31, 2024 | ||||
| Carrying amount | ||||
| At December 31, 2024 | ||||
| At December 31, 2023 | ||||
| F-15 |
DAVION HEALTHCARE PLC AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 2024 AND 2023
| 8 | Credit risk |
Credit risk arises when a failure by counterparties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the reporting date. The Company has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history and monitors on a continuous basis the ageing profile of its receivables. Cash balances are held with high credit quality financial institutions, and the Company has policies to limit the amount of credit exposure to any financial institution.
Except as detailed below, the carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, if any, represents the Company’s maximum exposure to credit risk.
Maximum credit risk
| Schedule of maximum credit risk | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| € | € | € | ||||||||||
| Cash and cash equivalents | ||||||||||||
The Company does not hold any collateral or other credit enhancements to cover this credit risk.
| 9 | VAT Recoverable |
| Schedule of VAT recoverable | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| € | € | € | ||||||||||
| VAT recoverable | ||||||||||||
| 10 | Trade receivables - credit risk |
Fair value of trade receivables
The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.
No significant receivable balances are impaired at the reporting end dates.
| F-16 |
DAVION HEALTHCARE PLC AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 2024 AND 2023
| 11 | Borrowings (as restated) |
Non-current
| Schedule of borrowings | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| € | € | € | ||||||||||
| Borrowings held at amortised cost: | ||||||||||||
| Advances from related parties | ||||||||||||
During the year, Jack Kaye, the Company’s Chief Executive Officer, has paid on behalf of the Company through Malbrite Limited, a related party controlled by Jack Kaye, costs totaling €0.1 million in 2024 (2023: €4.6 million) in order for the Company to meet its obligations. Management has classified these advances, which are paid directly to vendors, within operations due to the nature of the transaction and represent a non cash advance to the Company.
On June 30, 2024, all amounts payable to Jack
Kaye, up to that date were converted to Ordinary Shares at a conversion ratio of 1 ordinary share for the equivalent of every $10 owed.
Other creditors also converted amounts owed to them to equity on the same ratio, leaving a balance of €
| 12 | Fair value of financial liabilities |
The directors consider that the carrying amounts of financial liabilities carried at amortized cost in the financial statements approximate their fair values.
| 13 | Liquidity risk |
Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Board of Directors has procedures with the object of minimizing such losses such as maintaining sufficient cash and other highly liquid current assets and by having the ability to receive advances from related parties and/or an adequate amount of committed credit facilities.
The following table details the remaining contractual maturity for the Company’s financial liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the Company may be required to pay.
| Schedule of liquidity risk | ||||
| 5+ years | ||||
| € | ||||
| At December 31, 2023 | ||||
| Advances from related parties | ||||
| At December 31, 2024 | ||||
| Advances from related parties | ||||
| F-17 |
DAVION HEALTHCARE PLC AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 2024 AND 2023
| 14 | Market risk |
Market risk management
The geopolitical situation in Eastern Europe intensified on February 24, 2022 with the commencement of the conflict between Russia and Ukraine. As at the date of authorising these consolidated financial statements for issue, the conflict continues to evolve as military activity proceeds. In addition to the impact of the events on entities that have operations in Russia, Ukraine, or Belarus or that conducting business with their counterparties, the conflict is increasingly affecting economies and financial markets globally and exacerbating ongoing economic challenges.
The European Union as well as United States of America, Switzerland, United Kingdom and other countries imposed a series of restrictive measures (sanctions) against the Russian and Belarussian government, various companies, and certain individuals. The sanctions imposed include an asset freeze and a prohibition from making funds available to the sanctioned individuals and entities. In addition, travel bans applicable to the sanctioned individuals prevent them from entering or transiting through the relevant territories. The Republic of Cyprus has adopted United Nations and European Union measures. The rapid deterioration of the conflict in Ukraine may as well lead to the possibility of further sanctions in the future.
Emerging uncertainty regarding global supply of commodities due to the conflict between Russia and Ukraine conflict may also disrupt certain global trade flows and place significant upward pressure on commodity prices and input costs as seen through early March 2022. Challenges for companies may include availability of funding to ensure access to raw materials, ability to finance margin payments and heightened risk of contractual non-performance.
The Israel-Gaza conflict has escalated significantly after Hamas launched a major attack on 7 October 2023. Companies with material subsidiary, operations, investments, contractual arrangements or joint ventures in the war area might be significantly exposed. Entities that do not have direct exposure to Israel and the Gaza Strip are likely to be affected by the overall economic uncertainty and negative impacts on the global economy and major financial markets arising from the war. This is a volatile period and situation, however, the Company is not directly exposed. Management will continue to monitor the situation closely and take appropriate actions when and if needed.
The impact on the Company largely depends on the nature and duration of uncertain and unpredictable events, such as further military action, additional sanctions, and reactions to ongoing developments by global financial markets. The financial effect of these current crisis on the global economy and overall business activities cannot be estimated with reasonable certainty at this stage, due to the pace at which these conflicts advance and the high level of uncertainties arising from the inability to reliably predict the outcome.
The Company has no direct exposure to Russia, Ukraine, and Belarus or to Israel and the Gaza Strip and as such does not expect significant impact from direct exposures to these countries.
Despite the limited direct exposure, the conflicts are expected to negatively impact the tourism and services industries in Cyprus. Furthermore, the increasing energy prices, fluctuations in foreign exchange rates, unease in stock market trading, rises in interest rates, supply chain disruptions and intensified inflationary pressures may indirectly impact the operations of the Company. The indirect implications will depend on the extent and duration of these crisis and remain uncertain.
| F-18 |
DAVION HEALTHCARE PLC AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 2024 AND 2023
Management has considered the unique circumstances and the risk exposures of the Company and has concluded that there is no significant impact on the Company’s profitability position. These events are not expected to have an immediate material impact on the Company’s business operations. Management will continue to monitor the situation closely and will assess the need for further action in case the crisis becomes prolonged.
| 15 | Trade and other payables |
| Schedule of trade and other payables | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| € | € | € | ||||||||||
| Trade payables | ||||||||||||
| Accruals | ||||||||||||
| Other payables | ||||||||||||
| Trade and other payables | ||||||||||||
| Accruals | 2024 | 2023 | 2022 | |||||||||
| Accrual rollforward | € | € | € | |||||||||
| As of January 1, | ||||||||||||
| Additions | ||||||||||||
| As of December 31, | ||||||||||||
| 16 | Share capital |
| Schedule of share capital | ||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | |||||||||||||||||||
| Number | Number | Number | € | € | € | |||||||||||||||||||
Ordinary share capital Authorised Par value of €.01 | ||||||||||||||||||||||||
Issued and fully paid Par value of €.01 | ||||||||||||||||||||||||
| Shares Issued and Fully Paid | 2024 | 2023 | 2022 | |||||||||
| As of January 1, | ||||||||||||
| Additions | ||||||||||||
| As of December 31, | ||||||||||||
On November 29, 2022, the Company was formed with
an initial issuance of shares of stock at € .01 par value for a total of €
| F-19 |
DAVION HEALTHCARE PLC AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 2024 AND 2023
During the year ended 2023, the Company exchanged the outstanding shares of stock in exchange for the purchase of intangible assets valued at € and issued an additional shares of stock at € .01 par value for a total of € .
During the year ended 2024, the Company issued shares of stock to various creditors and shareholders in exchange of amounts due to them of € and issued shares of stock to its officers in exchange for amounts due to them of € .
| 17 | Share premium account |
| Schedule of share premium account | ||||||||
| 2024 | 2023 | |||||||
| € | € | |||||||
| As of January 1, | ||||||||
| Additions | ||||||||
| As of December 31, | ||||||||
| 18 | Capital risk management |
The Company is not subject to any externally imposed capital requirements.
| 19 | Events after the reporting date |
As explained in Note 14, the geopolitical situation in Eastern Europe and the Middle East remains intense with the continuation of the conflict between Russia and Ukraine and the Israel-Gaza conflict. As at the date of authorizing these consolidated financial statements for issue, the conflicts continue to evolve as military activity continues and additional sanctions are imposed. The Company’s activity at present and for the foreseeable future is concentrated on the contract in the USA and depending on the duration of the conflict between Russia and Ukraine, the Israel-Gaza conflict and continued negative impact on economic activity, it is unlikely that the Company’s results will be affected.
Following a Board Meeting on the 6th January 2025, the following individuals re-joined the Board of Directors:
William Eric Peacock
Julian Fernand Sluyters
Kevin Malcolm Riches
Susan Matteson King
| F-20 |
DAVION HEALTHCARE PLC AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 2024 AND 2023
| 20 | Related party transactions |
Remuneration of key management personnel
Key management personnel consisted only of the directors for whom aggregate remuneration was €NIL and any other further required disclosures as per IAS 24.17 are €NIL for these consolidated financial periods.
Other transactions with related parties
For the
years ended December 31, 2024 and 2023, the Company incurred €
and €
For the year ended December 31, 2024
and 2023, the Company incurred €NIL and €
For the year ended December 31, 2024
and 2023, the Company incurred €NIL and €
For the year ended December 31, 2024
and 2023, the Company incurred €NIL and €
| Schedule of administrative expenses | ||||||||
Year ended December 31, 2024 | Year ended December 31, 2023 | |||||||
| € | € | |||||||
| Administrative expenses | ||||||||
| Rent | ||||||||
| Service charge payable | ||||||||
| Software costs | ||||||||
| Travelling expenses | ||||||||
| Legal and professional fees | ||||||||
| Consultancy fees | ||||||||
| Accountancy | ||||||||
| Bank charges | ||||||||
| Public relations | ||||||||
| Sundry expenses | ||||||||
| Profit or loss on foreign exchange | ( | ) | ( | ) | ||||
| Total Administrative expenses | ||||||||
| F-21 |
CONSOLIDATED FINANCIAL STATEMENTS
Company registration number 772522 (Republic of Ireland)
DAVION HEALTHCARE PLC
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIODS ENDED
JUNE 30, 2025 and 2024
| F-22 |
DAVION HEALTHCARE PLC
CONTENTS
| F-23 |
DAVION HEALTHCARE PLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Six Months Ended | Six Months Ended | |||||||||
| Notes | June 30, 2025 | June 30, 2024 | ||||||||
| Administrative expenses | € | (277,441 | ) | € | (1,080,597 | ) | ||||
| Research and development expenses | – | – | ||||||||
| Operating loss | (277,441 | ) | (1,080,597 | ) | ||||||
| Income tax expense | 3 | – | – | |||||||
| Loss and total comprehensive loss for the year | € | (277,441 | ) | € | (1,080,597 | ) | ||||
| Net loss per common share: | ||||||||||
| Basic and diluted | € | (0.01 | ) | € | (0.05 | ) | ||||
| Weighted-average common shares outstanding: | ||||||||||
| Basic and diluted | 25,000,000 | 20,444,444 | ||||||||
The notes are an integral part of these unaudited condensed consolidated financial statements.
| F-24 |
DAVION HEALTHCARE PLC
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| Notes | June 30, 2025 | December 31, 2024 | ||||||||
| (Unaudited) | ||||||||||
| ASSETS | ||||||||||
| Non-current assets | ||||||||||
| Intangible assets | € | 65,000,000 | € | 65,000,000 | ||||||
| Current assets | ||||||||||
| VAT receivable | 13,640 | 8,138 | ||||||||
| Cash and cash equivalents | 4,396 | 11 | ||||||||
| 18,036 | 8,149 | |||||||||
| Total assets | € | 65,018,036 | € | 65,008,149 | ||||||
| EQUITY | ||||||||||
| Share capital | 5 | € | 250,000 | € | 250,000 | |||||
| Share premium | 5 | 71,347,078 | 71,347,078 | |||||||
| Deficit | (6,906,126 | ) | (6,628,685 | ) | ||||||
| Total equity | € | 64,690,952 | € | 64,968,393 | ||||||
| LIABILITIES | ||||||||||
| Non-current liabilities | ||||||||||
| Advances from related parties | 4 | 321,084 | – | |||||||
| Current liabilities | ||||||||||
| Trade and other payables | 6,000 | 39,756 | ||||||||
| Total liabilities | 327,084 | 39,756 | ||||||||
| Total equity and liabilities | € | 65,018,036 | € | 65,008,149 | ||||||
The notes are an integral part of these unaudited condensed consolidated financial statements.
| F-25 |
DAVION HEALTHCARE PLC
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
| Notes | Share capital | Share premium | Deficit | Total | ||||||||||||||
| Balance at December 31, 2023 | € | 200,000 | € | 64,877,415 | € | (5,308,332 | ) | € | 59,769,083 | |||||||||
| Loss and total comprehensive income for the period | – | – | (1,080,597 | ) | (1,080,597 | ) | ||||||||||||
| Shares issued for payment of trade and other payables | 5 | 5,982 | 5,594,018 | – | 5,600,000 | |||||||||||||
| Balance at June 30, 2024 | € | 250,000 | € | 71,347,078 | € | (6,388,929 | ) | € | 65,208,149 | |||||||||
| Balance at December 31, 2024 | € | 250,000 | € | 71,347,078 | € | (6,628,685 | ) | € | 64,968,393 | |||||||||
| Loss and total comprehensive income for the period | – | – | (277,441 | ) | (277,441 | ) | ||||||||||||
| Balance at June 30, 2025 | € | 250,000 | € | 71,347,078 | € | (6,906,126 | ) | € | 64,690,952 | |||||||||
The notes are an integral part of these unaudited condensed consolidated financial statements.
| F-26 |
DAVION HEALTHCARE PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended | Six Months Ended | |||||||||
| Notes | June 30, 2025 | June 30, 2024 | ||||||||
| Cash flows from operating activities: | ||||||||||
| Net loss | € | (277,441 | ) | € | (1,080,597 | ) | ||||
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||||||||||
| Changes in operating assets and liabilities: | ||||||||||
| Increase in VAT Receivable | (5,502 | ) | (4,972 | ) | ||||||
| Increase in prepaid assets | – | (236,882 | ) | |||||||
| Increase in amount due to related parties | 321,084 | 890,915 | ||||||||
| Increase / (decrease) in trade and other payables | (33,756 | ) | 431,237 | |||||||
| Net cash (used in)/provided by operating activities | 4,385 | (299 | ) | |||||||
| Net cash from investing activities | – | – | ||||||||
| Net cash from financing activities | – | – | ||||||||
| Net (decrease)/increase in cash and cash equivalents | 4,385 | (299 | ) | |||||||
| Cash and cash equivalents at beginning of period | 11 | 679 | ||||||||
| Cash and cash equivalents at end of period | € | 4,396 | € | 380 | ||||||
| Non cash investing and financing activities: | ||||||||||
| Shares issued for amounts due to related parties | € | – | € | 5,600,000 | ||||||
| Shares issued for trade and other payables | € | – | € | 919,663 | ||||||
The notes are an integral part of these unaudited condensed consolidated financial statements.
| F-27 |
DAVION HEALTHCARE PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
Company information
Davion Healthcare Plc was incorporated in the Republic of Cyprus on 29 November 2022 as a Public Company and re-registered in Ireland as a Public Limited Company on 25 September 2024. Davion Healthcare Plc is a healthcare company that specialises in inventing and commercialising innovative medical technologies, pharmaceutical products and healthcare services. All references to “DAVI”, “the Company”, “we”, “us”, “the Group” or “our” refer to Davion Healthcare Plc and its wholly owned subsidiary Davion Healthcare Ltd. unless the context otherwise indicates.
| 1 | Basis of unaudited interim financial statements |
The unaudited condensed consolidated financial statements are for the six months ended June 30, 2025 and are presented in currency units Euro, which is the functional currency of the ultimate parent company. They have been prepared in accordance with IAS 34 “Interim Financial Reporting” as issued by the International Accounting Standards Board (“IASB”). They do not include all of the information required in annual financial statements in accordance with International Financial Reporting Standards (“IFRS”), and should be read in conjunction with the Company’s annual audited consolidated financial statements for the year ended December 31, 2024.
The interim condensed consolidated financial statements have been prepared in accordance with the accounting policies adopted in the Company’s most recent annual audited consolidated financial statements for the year ended December 31, 2024.
When preparing the unaudited condensed consolidated financial statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by management, and will seldom equal the estimated results. The judgements, estimates and assumptions applied in the interim unaudited condensed consolidated financial statements and the key sources of estimation uncertainty, were the same as those applied in the Company’s last annual consolidated financial statements for the year December 31, 2024. The only exception is the estimate of income tax liabilities which is determined in these condensed consolidated financial statements using the estimated average annual effective income tax rate applied to the pre-tax income of the interim period.
1.1 Significant transactions and events
During the six months ended June 30, 2025 management has been focused on readying its commercial products for launch and preparing to become a listed public company. The significant transactions and events in 2025 are as follows:
| · | In January our two executive officers, Jack Kaye, Chief Executive Officer, and David Over, Chief Commercial Officer entered into service agreements with the Company to provide ongoing services and |
| · | In January the Company added four independent directors to the Board of Directors. |
The Company continues to rely on funding from its CEO to fund operations. Additionally, the executive officers and the Board of Directors have waived their right to renumeration in 2025 and going forward until the Company’s ordinary shares are listed on Nasdaq. Management expects that the operating costs for second half of 2025 will be consistent with the first half’s operating results, notwithstanding the costs associated with the Company listing on Nasdaq. See Note 6 for additional information regarding subsequent events.
| F-28 |
DAVION HEALTHCARE PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
1.2 Liquidity
The Company incurred a loss of €277,441 in the six months ended June 30, 2025 and €1,320,353 during the year ended December 31, 2024. The Company’s current assets exceeded its current liabilities by €12,036. The Company has received a Letter of Support from its Chief Executive Officer stating that that he will continue to support the Company for a period of 18 months from the filing of the Company’s annual audited financial statements approved on September 25, 2025.
Management has evaluated whether there are any material uncertainties that cast significant doubt on the entity’s ability to continue as a going concern. This includes consideration of:
| · | The expected timing and risk associated with initial revenue generation. | |
| · | The robustness of the shareholder support. | |
| · | The adequacy of the current and forecasted cash position to meet obligations as they fall due. |
Having considered all relevant factors, management does not believe that any material uncertainties exist that would cast significant doubt on the entity’s ability to continue as a going concern.
| 2 | Adoption of new and revised standards and changes in accounting policies |
The Company has evaluated the following new or amended International Financial Reporting Standards (IFRS) and Interpretations that became effective for annual reporting periods beginning on or after January 1, 2025, or were otherwise applicable to the preparation of the Company’s interim financial statements for the six months ended June 30, 2025:
| Standard / Amendment | Effective Date | Key Requirement / Description | ||
| IAS 21 – Lack of Exchangeability | Annual periods beginning on or after January 1, 2025 | Clarifies how to assess when a currency is not exchangeable, how to estimate an appropriate exchange rate, and adds related disclosures. | ||
| IAS 12 – International Tax Reform (Pillar Two Model Rules) | Annual periods beginning on or after January 1, 2023 | Provides a temporary exception from recognizing deferred taxes related to Pillar Two top-up taxes and introduces related disclosure requirements. |
| F-29 |
DAVION HEALTHCARE PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
Management assessment:
Management has considered each of the above amendments and standards in the preparation of the interim condensed consolidated financial statements as of and for the six months ended June 30, 2025. None of these pronouncements have had a material effect on the Company’s financial position, performance, or disclosures for the period presented.
The Company has not identified any currencies lacking exchangeability. The Company has applied the IAS 12 temporary exception for Pillar Two income taxes but has no exposure based on current operations.
Management will continue to monitor future developments in IFRS, including any further amendments to IAS 12 and the forthcoming IFRS 18 – Presentation and Disclosure in Financial Statements (effective 2027), to assess any potential future impact on the Group’s financial reporting.
| 3 | Income tax expense |
The Company’s effective tax rate was 0% for the respective periods and can be reconciled to the loss per the income statements as follows:
| June 30, 2025 | June 30, 2024 | |||||||
| € | € | |||||||
| Loss before taxation | (277,441 | ) | (1,080,597 | ) | ||||
| Expected tax credit based on a corporation tax rate of 12.50% (June 30, 2024: 12.50%) | 34,680 | 135,075 | ||||||
| Tax benefits not recognized | (34,680 | ) | (135,075 | ) | ||||
| Net deferred tax asset for the year | – | – | ||||||
| 4 | Borrowings |
| Non-current liabilities | June 30, 2025 | December 31, 2024 | ||||||
| € | € | |||||||
| Borrowings held at amortised cost: | ||||||||
| Advances from related parties | 321,084 | – | ||||||
During the period, Jack Kaye, the Company’s Chief Executive Officer, has paid on behalf of the Company through Malbrite Limited, a related party controlled by Jack Kaye, costs totaling €0.3 million in the 6 months to June 30, 2025 (2024: €0.1 million) in order for the Company to meet its obligations. Management has classified these advances, which are paid directly to vendors, within operations due to the nature of the transaction and represent a non cash advance to the Company. Advances are non-interest bearing and repayable only if and when the Company is able to do so.
In June 2024, all amounts payable to Jack Kaye up to that date, approximately €4.6 million, were converted to ordinary shares at a conversion ratio of 1 ordinary share for the equivalent of every $10 owed. Other creditors also converted amounts owed to them to equity on the same ratio, leaving a balance of €39,756 in Trade and other payables on the Consolidated Statements of Financial Position as of December 31, 2024. Included in the balance is €30,804 owed to Jack Kaye.
| F-30 |
DAVION HEALTHCARE PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
| 5 | Share capital |
In June 2024, the Company issued 4,401,800 shares of stock to various creditors and shareholders in exchange of amounts due to them of €919,663 and issued 598,246 shares of stock to its officers in exchange for amounts due to them of €5,600,000.
| 6 | Events after the reporting date |
Public listing
In August 2025, the Company filed a registration statement with the United States Securities & Exchange Commission to list its 25 million outstanding ordinary shares on Nasdaq’s Global Market, solely to permit its registered shareholders the ability to trade their shares in the United States. The registered shareholders may or may not, elect to sell their ordinary shares covered by the registration statement, as and to the extent they determine. Note, the registration statement is a secondary offering and the Company will receive no proceeds from it. Such registration statement has yet to be declared effective. Upon the Company’s listing on Nasdaq, the Company will owe its direct listing advisor a fee of 125,000 ordinary shares and $200,000, plus reimbursable expenses of up to $100,000.
Infrastructure and software development agreement
In September 2025, the Company entered into an infrastructure, software and services agreement related to its test portal for Breastcheck for $0.7 million payable over a 1 year term.
Commercial distribution agreement
In September 2025, the Company finalized their first global manufacturing and distribution agreement with NeuRX Health, Inc. The agreement provides for $120 million in staged license fee payments together with minimum annual royalties of $10 million per year over the initial ten-year term. The $120 million license fee can be paid in a combination of cash or freely tradable shares in NeuRX, at our option. Royalty payments are based on manufacturing and distribution volumes, subject to the minimum annual royalty. The initial term is for 10 years and the Company has an option to renew for an additional 10 year term. The Company does not expect to generate revenues until BreastCheck is launched in 2026.
| 7 | Related party transactions |
Remuneration of key management personnel
In January 1st 2025, the Chief Executive Officer, Jack Kaye and the Chief Commercial Officer, David Paul Alexander (“the Executive Directors), entered into service agreements with the Company in exchange for annual renumeration of €1,800,000 and €1,200,000, respectively including other executive level benefits. In March of 2025, the Executive Directors agreed to freeze their service contracts without any accrual being credited, until such time the Company is listed on a public exchange, at which time the agreements will commence.
Also, in January 2025, as part of the Company’s relocation to Ireland in 2024, the Company added four additional independent directors to the Board of Directors, whom have agreed to have their compensation frozen without any accrual being credited, until such time that the Company is listed on a public exchange, at which time their renumeration will commence.
| F-31 |
Part II – Information Not Required in the Prospectus
Item 6. Indemnification of Directors and Officers
Under Irish law, the Companies Act 2014, a company may not exempt or indemnify a director or officer of the company from liability for negligence, default, breach of duty or breach of trust in relation to the company. This restriction is set out in Section 235 of the Irish Companies Act 2014, which provides that any provision, whether contained in the company’s constitution or in a contract with the company or otherwise, which purports to exempt any officer of the company from, or indemnify him or her against, any such liability is void.
However, under Section 235(3) of the Companies Act 2014, a company is permitted to indemnify a director or officer against any liability incurred in defending proceedings—whether civil or criminal—in which judgment is given in his or her favor, or in which he or she is acquitted, or in connection with any application in which relief is granted by the court under Section 233 (relief from liability for negligence, default, breach of duty or breach of trust).
In addition, Section 235(5) allows companies to purchase and maintain directors’ and officers’ liability insurance (commonly known as “D&O insurance”) for any of its directors or officers. Davion Healthcare Plc maintains such insurance coverage for its directors and officers against certain liabilities they may incur in their capacity as such, subject to customary exclusions and limitations.
Section 133 of the Articles of Association of the Company states:
Subject to the provisions of and so far as may be permitted by the Act every Director, Managing Director, Auditor, Secretary and other officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto including any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company and in which judgment is given in his favour (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him by the Court.
Furthermore, Section 235(5) of the Companies Act 2014 permits a company to purchase and maintain insurance for directors and officers in respect of liability arising from their acts or omissions in that capacity.
The Company currently does not maintain directors’ and officers’ liability insurance. However, the Company intends to procure such insurance coverage prior to the commencement of trading of its ordinary shares on The Nasdaq Stock Market. This insurance will provide coverage against certain liabilities that may be incurred by the Company’s directors and officers in the performance of their duties, subject to customary limitations, exclusions, and deductibles.
Item 7. Recent Sales of Unregistered Securities
The Company has not sold any equity securities during the past three years that were not registered under the Securities Act of 1933, as amended.
| II-1 |
Item 8. Exhibits and Financial Statement Schedules
(a) Exhibits
See “Index to Exhibits” on page II-3 of this Registration Statement.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
Provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 6 of this Registration Statement, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
| II-2 |
INDEX TO EXHIBITS
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
* Previously Filed
| II-3 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cork, Ireland on 7 November, 2025.
| Davion Healthcare Plc | ||
| By: | /s/ Jack Kaye | |
| Jack Kaye | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Jack Kaye | Chief Executive Officer |
November 7, 2025 | ||
| /s/ David Over | Chief Commercial Officer and Acting Principal Financial Officer |
November 7, 2025 | ||
| /s/ Eric Peacock | Non-Executive Chairman | November 7, 2025 | ||
| /s/ Kevin Riches | Non-Executive Director | November 7, 2025 | ||
| /s/ Susan M King | Non-Executive Director | November 7, 2025 | ||
| /s/ Julian Sluyters | Non-Executive Director | November 7, 2025 |
| II-4 |
Exhibit 5.1
DISTRICT OFFICE 1915 EYE ST NW WASHINGTON, DC 20006
LONDON OFFICE ONE GREAT CUMBERLAND PLACE MARBLE ARCH, LONDON, W1H7AL |
LAW OFFICES OF DAVID E. PRICE, PC #3 BETHESDA METRO CENTRE SUITE 700 BETHESDA, MD 20814 --------- Tel (202) 536-5191
TopTier.eu |
MONACO OFFICE SUITE #1, 17 BLVD DE SUISSE MONACO 98000
ISRAEL OFFICE DIAMOND TOWER, 28TH FLOOR 3A JABOTINSKI RD., RAMAT-GAN 52520 |
8th July, 2025
Davion Healthcare Plc
C/o MC2 Accountants Limited
Penrose Wharf
Penrose Quay Cork
T23 XN53
Ireland
| Re: | Davion Healthcare Plc |
I have been asked to opine several issues relating to the Upcoming Registration of the Common shares of Davion Healthcare, Plc, an Irish Foreign Private Issuer.
| 1) | Status of common shares – |
Regarding the underlying status of the ordinary common shares of Davion Healthcare Plc for the purpose of placing said ordinary shares with Computershare Transfer Agency. Said shares, being ordinary shares of a Foreign Private Issuer (FPI) are and have been “free trading” since issuance per Irish law. Said shares are being registered with the SEC pursuant to the Issuer’s F-1 document, which upon effectiveness, shall formally register the Issuer’s ordinary shares.
I am of the opinion that the common shares covered by the Registration Statement, when issued in accordance with the terms of the Deposit Agreement, will, when sold, be legally issued, free trading, and will entitle the holders thereof to all the rights specified within the F-1. This opinion may be used by you as an exhibit to the Registration Statement.
| 2) | Davion Healthcare Plc – Investment Company status – |
Davion Healthcare Plc is not an “investment company” per the Investment Companies Act of 1940 (15 U.S.C. § 80a-3(a). This is easily demonstrable as the business of Davion Health is exactly that, diagnostic healthcare. Per the definitions of the Investment Company Act,
“When used in this subchapter, "investment company" means any issuer which –
(1) is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities;
(2) is engaged or proposes to engage in the business of issuing face-amount certificates of the installment type, or has been engaged in such business and has any such certificate outstanding; or
(3) is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities having a value exceeding 40 per centum of the value of such issuer's total assets (exclusive of Government securities and cash items) on an unconsolidated basis.
Not one of these definitions can apply to this issuer, and this is easily demonstrable by virtue of a cursory review of their Draft F-1, Prospectus, website and all other public information. As such, this issuer should be deemed as outside the aegis of that Act.
| 3) | Non-Affiliate Status of all depositing Shareholders – |
The only holder of more than 5% of ordinary shares is the CEO Jack Kaye, (39%); beneficial owner of both Rallinson Corp. and Rallinson Ltd., of which he is 100% owner. The other shareholders who would be considered an “Affiliate” under the Act are so deemed not due to their percentage (most less than 1%) rather their Board positions within the Company, and are: Sir Eric Peacock; David Over, Kevin Riches, Suan King, and Julian Sluyters.
Should you have any questions or comments, please do feel free to contact me at any time.
| Sincerely yours, | ||
 |
||
| David E. Price, Esq. |
DEP/mc
cc: Board of Dirs.
| 2 |
Exhibit 10.3
GLOBAL MANUFACTURING AND
DISTRIBUTION AGREEMENT
This Global Manufacturing and Distribution Agreement (this “Agreement”) is entered into as of 8th October 2025 (the “Effective Date”), by and between:
- Davion Healthcare Plc, a public limited company incorporated and registered in Ireland, with its principal office at The Cube Building, Monahan Road, Cork, T12 H1XY, Ireland (“Licensor”); and
- NeuRX Health Inc., a corporation incorporated and registered in the State of Rhode Island, USA, with its principal office at 24 Quaker Lane, Warwick, Rhode Island 02886, USA
(“Distributor”).
Licensor and Distributor are each referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, Licensor has designed, developed, and patented a home diagnostic product known as “BreastCheck” for the detection of breast anomalies including breast cancer (the “Product”);
WHEREAS, Licensor wishes to grant to Distributor the exclusive worldwide rights to manufacture, market, distribute, and sell the Product, subject to the terms and conditions set forth herein;
WHEREAS, Distributor desires to obtain such rights and is willing to pay license fees and royalties to Licensor, and to assume obligations for manufacture, regulatory compliance, and commercialization of the Product;
NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein, and for good and valuable consideration, the Parties hereby agree as follows:
ARTICLE 1 – DEFINITIONS
1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
1.2 “Agreement” has the meaning set forth above.
1.3 “Effective Date” means 8th October 2025.
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1.4 “Operational Date” means 1st January 2026, this date being the start of the Contractual year for the calculation of royalties and licence payments.
1.5 “Minimum Royalties” means annual royalties payable to Licensor in an amount not less than USD $10,000,000 for each Contract Year.
1.6 “Net Sales” means gross amounts invoiced by Distributor or its sublicensees for sales of the Product, less customary deductions actually incurred (VAT, rebates, returns, freight).
1.7 “Product” means the BreastCheck home test for breast anomalies, as developed and patented by Licensor, including any improvements, modifications, or enhancements provided by Licensor.
1.8 “Royalty” means USD $5.00 per Product unit manufactured.
1.9 “Term” means the initial ten (10) year period commencing on the Effective Date, unless earlier terminated, with a Distributor option to renew for an additional ten (10) years.
ARTICLE 2 – GRANT OF RIGHTS
2.1 Exclusive License. Licensor hereby grants to Distributor an exclusive, worldwide license to manufacture, market, distribute, and sell the Product during the Term.
2.2 Sub-licensing. Distributor may sublicense or appoint sub-distributors or sub- manufacturers only with Licensor’s prior written consent, which consent shall not be unreasonably withheld or delayed.
2.3 No Competing Products. During the Term, Distributor shall not, directly or indirectly, develop, manufacture, or distribute any competing product for breast anomaly detection.
ARTICLE 3 – TERM AND RENEWAL
3.1 The Term of this Agreement shall be ten (10) years from the Effective Date, unless terminated earlier in accordance with Article 13.
3.2 Distributor shall have the right to extend the Term for an additional ten (10) years by providing written notice to Licensor no later than six (6) months prior to expiry of the initial Term.
| 2 |
ARTICLE 4 – LICENSE FEES AND ROYALTIES
4.1 License Fee. Distributor shall pay Licensor a license fee of USD $120,000,000, as follows:
(a) USD $1,000,000 in cash, payable on or before 1 December 2025;
(b) USD $19,000,000 in cash, payable in twelve (12) equal monthly instalments commencing 1 January 2026; and
(c) USD $100,000,000 in cash or unrestricted, freely tradable, DTC-eligible shares of NeuRX (or such equivalent listed shares in a third-party or affiliated company as directed by Distributor), to be issued to Licensor in ten (10) equal annual issuances of USD $10,000,000 each, with each issuance made on 1 January of each year commencing 1 January 2026 and continuing through 1 January 2035.
4.2 Royalties. Distributor shall pay Licensor royalties equal to USD $5.00 for each Product manufactured. Royalties shall be paid quarterly in arrears.
4.3 Minimum Royalties. Distributor shall pay Licensor no less than USD $10,000,000 in royalties in each Contract Year, beginning with the first Contract Year of commercial manufacture.
4.4 Follow on Tests. With regards to follow on sales of additional BreastCheck tests purchased by existing BreastCheck users, the revenue from such tests (net of any taxes) shall be split equally 50/50 between the Licensor and the Distributor. With quarterly accounting in arrears for such transactions.
4.5 Currency and Payment. All payments shall be made in U.S. Dollars by wire transfer to an account designated by Licensor. Late payments shall accrue interest at SOFR + 5% per annum.
ARTICLE 5 – REPORTING AND AUDIT
5.1 Distributor shall provide Licensor with quarterly written reports detailing quantities manufactured, Net Sales, royalties due, and marketing activities.
5.2 Licensor may audit Distributor’s relevant records up to twice annually. Such audit shall be at Licensor’s expense unless the audit reveals a discrepancy exceeding 5%, in which case Distributor shall bear the cost.
ARTICLE 6 – MANUFACTURING AND QUALITY
6.1 Distributor shall manufacture the Product in accordance with (a) industry standards; and (b) Licensor’s specifications provided from time to time.
6.2 Distributor shall maintain facilities and quality systems appropriate for medical device manufacturing.
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ARTICLE 7 – REGULATORY COMPLIANCE
7.1 Distributor shall obtain and maintain all necessary regulatory approvals for manufacture, sale, and distribution of the Product in each territory.
7.2 Distributor shall comply with all applicable laws, including FDA regulations, EU MDR, ISO standards, and equivalent requirements.
7.3 Integration with Test Portal. Distributor shall ensure that all end users of the Product are directed to and utilize the Licensor’s designated website, www.testportal.care, for interrogation of test results and for the recording of user data, as part of regulatory compliance and product usage protocols.
ARTICLE 8 – MARKETING AND PROMOTION
8.1 Distributor shall use commercially reasonable best efforts to market, promote, and sell the Product globally.
8.2 Distributor shall bear all costs and expenses associated with marketing, promotion, and commercialization of the Product.
8.3 Distributor shall devote sufficient resources to ensure achievement of Minimum Royalties.
8.4 Approval of Marketing Materials. All marketing, promotional, and advertising materials prepared by Distributor shall be submitted to Licensor for prior written approval before public release or use.
8.5 Branding Standards. Distributor agrees to conform to Licensor’s marketing and promotional standards, style guidelines, and instructions as may be provided or updated by Licensor from time to time.
8.6 Brand License. Licensor hereby grants Distributor a non-exclusive, royalty-free right to use Licensor’s brand name “Davion BreastCheck”, together with all associated style, branding, images, logos, and other promotional materials relating to the Product, solely for the purpose of marketing, promoting, and selling the Product under this Agreement.
ARTICLE 9 – INTELLECTUAL PROPERTY AND DATA PLATFORM
9.1 Licensor retains ownership of all intellectual property in the Product.
9.2 Distributor is granted only such license rights as expressly stated herein. Distributor shall not challenge the validity or ownership of Licensor’s IP.
9.3 Exclusive Test Portal Use. Distributor acknowledges and agrees that:
(a) all purchasers and users of the Product shall be required to access and use the Licensor’s designated website, www.testportal.care (the “Test Portal”), as the exclusive platform for interrogating test results and recording user data;
(b) Distributor shall ensure that the Test Portal is the sole server utilized in connection with Product results; and
(c) the Test Portal, together with all associated databases, software, content, and user data, are and shall remain the exclusive property of Licensor. Distributor shall not copy, replicate, or use any alternative platform without Licensor’s prior written consent.
| 4 |
ARTICLE 10 – CONFIDENTIALITY
Both Parties shall maintain confidentiality of all proprietary information received under this Agreement, and shall not disclose such information without prior written consent, except as required by law.
ARTICLE 11 – INDEMNIFICATION
11.1 Distributor shall indemnify, defend, and hold harmless Licensor and its affiliates from and against all losses, liabilities, damages, claims, suits, costs, and expenses (including reasonable attorneys’ fees) arising out of:
(a) product liability claims relating to the Product;
(b) consumer claims alleging defects, injury, or misrepresentation;
(c) regulatory breaches, fines, or recalls; and
(d) Distributor’s negligence, willful misconduct, or breach of this Agreement.
ARTICLE 12 – LIMITATION OF LIABILITY
Distributor’s liability under this Agreement shall be unlimited, including for product claims, indemnification obligations, and IP infringement.
ARTICLE 13 – TERMINATION
13.1 Licensor may terminate this Agreement immediately if Distributor fails to pay Minimum Royalties in any Contract Year.
13.2 Either Party may terminate for breach if the breaching Party fails to cure within thirty (30) days of notice for payment breaches, or sixty (60) days of notice for other breaches.
13.3 Either Party may terminate immediately upon insolvency of the other Party.
13.4 Licensor may terminate this Agreement with immediate effect for cause if Distributor, its Affiliates, or sublicensees engage in conduct that brings Licensor, its officers or directors, or the Product into public disrepute, contempt, scandal, or causes material reputational damage to Licensor or the Product.
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ARTICLE 14 – EFFECT OF TERMINATION
Upon termination, all rights granted to Distributor shall cease. Distributor shall immediately cease manufacture and distribution of the Product, except as necessary to wind down existing inventory for up to six (6) months.
ARTICLE 15 – DISPUTE RESOLUTION
15.1 This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws.
15.2 Any dispute arising under or in connection with this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in New York, New York, before a panel of three arbitrators.
ARTICLE 16 – MISCELLANEOUS
| · | Entire Agreement. This Agreement constitutes the entire understanding between the Parties. | |
| · | Amendments. Must be in writing and signed by both Parties. | |
| · | Assignment. Neither Party may assign without prior written consent of the other, except to an Affiliate. | |
| · | Force Majeure. Neither Party shall be liable for failure to perform due to events beyond reasonable control. | |
| · | Counterparts. This Agreement may be executed in counterparts, including by electronic signature. |
| 6 |
SCHEDULE A – PAYMENT TIMETABLE
1. Cash Payments
- USD $1,000,000 payable in full on or before 1 December 2025.
- USD $19,000,000 payable in twelve (12) equal monthly installments commencing 1 January 2026 and concluding 31 December 2026.
2. Share Issuances
- USD $100,000,000 in cash or unrestricted, freely tradable, DTC-eligible NeuRX shares, to be issued in ten (10) equal annual tranches of USD $10,000,000 each, on the following schedule:
| Payment Date | Issuance Amount | Form | Notes | |||||||
| 1 January 2026 | $ | 10,000,000 | NeuRX Shares | Cash or unrestricted, freely tradable, DTC- eligible | ||||||
| 1 January 2027 | $ | 10,000,000 | NeuRX Shares | Cash or unrestricted, freely tradable, DTC- eligible | ||||||
| 1 January 2028 | $ | 10,000,000 | NeuRX Shares | Cash or unrestricted, freely tradable, DTC- eligible | ||||||
| 1 January 2029 | $ | 10,000,000 | NeuRX Shares | Cash or unrestricted, freely tradable, DTC- eligible | ||||||
| 1 January 2030 | $ | 10,000,000 | NeuRX Shares | Cash or unrestricted, freely tradable, DTC- eligible | ||||||
| 1 January 2031 | $ | 10,000,000 | NeuRX Shares | Cash or unrestricted, freely tradable, DTC- eligible | ||||||
| 1 January 2032 | $ | 10,000,000 | NeuRX Shares | Cash or unrestricted, freely tradable, DTC- eligible | ||||||
| 1 January 2033 | $ | 10,000,000 | NeuRX Shares | Cash or unrestricted, freely tradable, DTC- eligible | ||||||
| 1 January 2034 | $ | 10,000,000 | NeuRX Shares | Cash or unrestricted, freely tradable, DTC- eligible | ||||||
| 1 January 2035 | $ | 10,000,000 | NeuRX Shares | Cash or unrestricted, freely tradable, DTC- eligible | ||||||
3. Royalties
- USD $5.00 per Product manufactured, payable quarterly in arrears.
- Minimum Royalties: USD $10,000,000 per Contract Year.
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SCHEDULE B – TESTPORTAL OBLIGATIONS
1. Exclusive Use
- Distributor shall ensure that all Product purchasers and users access and utilize www.testportal.care (the “Test Portal”) for result interrogation and data recording.
2. Ownership
- The Test Portal, including software, servers, databases, content, and all user data, is and shall remain the exclusive property of Licensor.
3. Restrictions
- Distributor shall not replicate, modify, reverse-engineer, or create any competing system to the Test Portal.
- No alternative servers or third-party platforms may be used for Product result interrogation without Licensor’s prior written consent.
4. Compliance
- Distributor shall treat use of the Test Portal as a regulatory requirement under Article 7 of this Agreement.
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SCHEDULE C – BRANDING GUIDELINES & MARKETING APPROVALS
1. Approval Requirement
- All advertising, promotional, packaging, and marketing materials must be submitted to Licensor for prior written approval before use.
2. Brand Standards
- Distributor shall follow Licensor’s style guides, promotional standards, and instructions, including any updates provided from time to time.
3. Use of Brand
- Licensor grants Distributor a limited, non-exclusive license to use the “Davion BreastCheck” brand name, logos, trademarks, designs, images, and associated intellectual property, solely for marketing, promoting, and selling the Product.
4. Restrictions
- Distributor shall not alter or distort Licensor’s branding.
- Distributor shall not use Licensor’s trademarks in a misleading or disparaging manner.
- Upon termination of this Agreement, Distributor shall immediately cease all use of Licensor’s brand materials.
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SIGNATURE PAGE
SIGNATURES
For and on behalf of Davion Healthcare Plc
/s/ Jack Kaye
Name: Jack Kaye
Title: CEO
For and on behalf of NeuRX Health Inc.
/s/ Robert Hainey
Name: Robert Hainey
Title: CEO
| 10 |
Exhibit 10.4
DATED 1st January 2025
| DAVION HEALTHCARE PLC | (1) |
| and | |
| JACK KAYE | (2) |
SERVICE AGREEMENT
DATE OF SERVICE AGREEMENT 1st January 2025
PARTIES
| (1) | DAVION HEALTHCARE PLC whose registered office is c/o MC2 Accountants, Penrose Wharf, Penrose Quay, Cork, Ireland (“the Company”). |
| (2) | Jack Kaye, of Xenios Court, Flat 102, 9 Tempon Parados, Kato Polemidia, 4156, Cyprus (“the Executive”) |
WHEREAS the Board of Directors of the Company has approved the terms of this Agreement under which the Executive is to be employed.
IT IS AGREED as follows:
| 1. | DEFINITIONS |
| 1.1 | In this Agreement the following words, phrases and expressions shall have the following meanings: |
| 1.1.1 | “Board” means the Board of Directors of the Company from time to time and any such person or committee authorised by the Board as its representative for the purposes of this Agreement; | |
| 1.1.2 | “Chairman” means the Chairman of the Company for the time being; | |
| 1.1.3 | “Chief Executive” means the Chief Executive of the Company for the time being. | |
| 1.1.4 | “Commencement Date” means 1st January 2025 or such later date as may be mutually agreed between the parties; | |
| 1.1.5 | “Group Company” means the Company and its subsidiaries and any holding company of the Company and any subsidiary of such holding company and any associated company (which expression shall mean any other company of which the Company or its holding company or any subsidiary or the company or its holding company beneficially holds not less than 20% of the equity share capital); | |
| 1.1.6 | “Immediate Relatives” means wife, common law spouse, children, brothers, sisters, cousins, aunts, uncles, parents, grandparents, and the aforesaid relatives by marriage; | |
| 1.1.7 | “Termination Date” means the date upon which the Executive's employment with the Company is terminated (and references to “from the Termination Date” means from and including the date of such termination); |
| 1.2 | Any reference to a statutory provision includes all re-enactments and modifications of it or the provision referred to and any regulations made under it or under the provision referred to. | |
| 1.3 | The headings in this Agreement have been inserted for convenience only and they do not form part of this Agreement and do not affect its interpretation or construction. | |
| 1.4 | Any reference to the Executive shall, if appropriate, include his personal representatives. |
| 1 |
| 2. | THE APPOINTMENT |
| 2.1 | The Company shall from the Commencement Date appoint the Executive, and the Executive agrees to act as a Chief Executive and Chairman of Davion Healthcare Plc. | |
| 2.2 | The Executive acknowledges and warrants: 2.2.1 that by entering into this Agreement and fulfilling his obligations under it, the Executive is not in breach of any obligation to any third party; and |
| 3. | DURATION |
| 3.1 | This Agreement shall, subject to termination in accordance with the terms of this Agreement, commence on the Commencement Date and shall continue until terminated by Twelve (12) month’s notice by either party. |
| 4. | DUTIES |
| 4.1 | The Executive: |
| 4.1.1 | shall: |
| 4.1.1.1 | carry out such duties and functions; | |
| 4.1.1.2 | exercise such powers; and | |
| 4.1.1.3 | comply with such instructions; |
in connection with the business of the Company and the Group Companies as the Board reasonably determines from time to time; and
| 4.1.2 | shall comply with all the Company's reasonable rules, regulations, policies and procedures from time to time in force. |
| 4.2 | Unless prevented by illness, accident or holiday as set out below, the Executive will: |
| 4.2.1 | devote sufficient of his time, attention and skill during his working hours under this Agreement insofar as may reasonably be required to the affairs of the Company, it being noted and agreed that the employment of the Executive is predominantly a full-time position and that the Executive will be permitted to pursue his other business interests provide that they are declared to, and approved by, the Company in advance and that they do not prevent the Executive from fulfilling his duties under this Agreement to the best of his ability; and |
| 4.2.2 | use his best endeavours to promote the interests of the Company at all times. |
| 4.3 | The Executive acknowledges and agrees that he is at all times during his employment, including during any period of suspension or while on garden leave in accordance with clause 17.5, subject to duties of goodwill, trust, confidence, exclusive service, faith and fidelity to the Company which duties include, without limitation, the duty throughout the duration of this Agreement: |
| 4.3.1 | not to compete with the Company or with any Group Company; | |
| 4.3.2 | not to make preparations (during such hours during which the Executive should be providing services under this Agreement) to compete with the Company or with any Group Company after this Agreement has terminated; | |
| 4.3.3 | not to solicit in competition with the Company or with any Group Company any customer or customers of the Company or of any Group Company; |
| 2 |
| 4.3.4 | not to entertain invitations to provide services in a personal capacity from customers of the Company or of any Group Company where such invitations relate to services which could be provided by the Company or by any Group Company; | |
| 4.3.5 | not to offer employment to employees of the Company or of any Group Company (other than employment by the Company or by any Group Company); and | |
| 4.3.6 | not to copy or memorise confidential information or trade secrets of the Company or of any Group Company with a view to using or disclosing such information for a purpose other than for the benefit of the Company or of that Group Company. |
| 4.4 | The Executive will at all times promptly give to the Board (in writing if requested) all information, explanations and assistance that the Board may reasonably require in connection with: |
| 4.4.1 | the business or affairs of the Company and of the Group Companies; and | |
| 4.4.2 | his employment under this Agreement. |
| 4.5 | The Executive will: |
| 4.5.1 | report to the Board. |
| 4.6 | The Executive shall not without the prior written consent of the Board: |
| 4.6.1 | incur any capital expenditure in excess of such sums as may be authorised from time to time; or | |
| 4.6.2 | enter into (on behalf of the Company or of any Group Company) any commitment, contract or arrangement: |
| 4.6.2.1 | otherwise than in the normal course of business; or | |
| 4.6.2.2 | outside the scope of his normal duties; or | |
| 4.6.2.3 | of an unusual, onerous or long-term nature. |
| 5. | NORMAL HOURS |
| 5.1 | The Executive shall conform to such hours of work as may from time to time reasonably be required of him as are consistent with his appointment under this Agreement. | |
| 5.2 | The Executive expressly acknowledges and affirms: |
| 5.2.1 | that he has control over the hours which he works; and | |
| 5.2.2 | that his working time is not monitored or determined by the Company. |
| 6. | OTHER INTERESTS |
| 6.1 | The Executive: |
| 6.1.1 | shall devote all of his time to the Company during his working hours under this Agreement; and | |
| 6.1.2 | shall not (without the prior written consent of the Board) directly or indirectly either on his own account or on behalf of any other person, company, business entity or other organisation: |
| 3 |
| 6.1.2.1 | engage in; or | |
| 6.1.2.2 | be concerned with; or | |
| 6.1.2.3 | provide services to (whether as an employee, officer, director, agent, partner, consultant or otherwise) any other business or other activity which does or might reasonably be expected to affect the performance of his duties under this Agreement. |
| 6.2 | The Executive: |
| 6.2.1 | confirms that to the best of his knowledge and belief he has fully disclosed to the Company in writing all circumstances in respect of which there is, or there might be, a conflict of interests between: |
| 6.2.1.1 | the Company or any Group Company; and 6.2.1.2 the Executive or his Immediate Relatives; and |
| 6.2.2 | agrees fully to disclose to the Board any such circumstances which may arise during this Agreement. |
| 6.3 | The Executive or his Immediate Relatives shall not be entitled to receive or obtain directly or indirectly any discount, rebate, commission or other benefit in respect of any business transacted (whether or not by him) by or on behalf of the Company or of any Group Company and if with the knowledge and consequent upon any act or omission of the Executive his Immediate Relatives or any other company or business entity in which he is interested directly or indirectly obtains any such discount, rebate, commission or other benefit he shall forthwith account to the Company or relevant Group Company for the amount received or value of the benefit so obtained. |
| 7. | PLACE OF WORK |
| 7.1 | The Executive's place of work from any location of his choosing, or at such premises of which the Company has the use of from time to time. | |
| 7.2 | In performance of his duties under this Agreement, the Executive may also be required to travel globally for the better performance of his duties. |
| 8. | REMUNERATION |
| 8.1 | The Executive will receive a base salary of One Hundred and Fifty Thousand (€150,000) euros per month to commence from the date of this Service Agreement, payable to the Executive by the Company or by any Group Company). |
| 8.2 | The Salary: |
| 8.2.1 | will be payable monthly in arrears on or before the last working day of each calendar month. |
| 9. | EXPENSES |
| 9.1 | The Executive shall be entitled to be repaid all reasonable travelling, hotel and other expenses properly authorised by the Chairman (acting reasonably) and incurred in or about the proper performance of his duties, which expenses shall be evidenced in such manner as the Company may reasonably specify from time to time. | |
| 9.2 | Where the Company makes any credit card available to the Executive, he shall: |
| 4 |
| 9.2.1 | take good care of such card and promptly report to the Company any loss of such card; | |
| 9.2.2 | unless otherwise authorised by the Company, use the card only for the purposes of the Company's business and in accordance with any Company applicable policy; and | |
| 9.2.3 | surrender it upon the request of the Board at any time. |
| 10. | OTHER BENEFITS |
| 10.1 | There are no other benefits currently given by the Company to the Executive under the terms of this Service Agreement. |
| 11. | PENSION |
| 11.1 | There is no Company pension scheme currently in force. |
| 12. | HOLIDAYS |
| 12.1 | The Company's holiday year runs from 1 January to 31 December. | |
| 12.2 | The Executive will in addition to bank and public holidays be entitled to Forty (40) working days' paid holiday in each holiday year. | |
| 12.3 | Holidays shall accrue on a pro rata basis throughout each holiday year. |
| 13. | INCAPACITY |
| 13.1 | If the Executive is incapacitated from performing his duties under this Agreement as a result of illness he will notify the Company as soon as possible and then keep the Company informed and complete any self-certification forms which are reasonably required by the Company. | |
| 13.2 | If such incapacity continues for a period of eight working days or more the Executive will produce to the Company a medical certificate to cover the duration of such absence. | |
| 13.3 | The Executive must produce medical certificates to cover any further period of absence. | |
| 13.4 | If the Executive is incapacitated from performing his duties as a result of illness or injury then (subject to clause 17.2.7) if he complies with the requirements of this clause 13 he will be entitled to payment of his salary at the full rate in respect of such illness or injury for a period (in total) of 6 months in any period of 12 months (whether the absence is intermittent or continuous). | |
| 13.5 | Thereafter, the Executive will not be entitled to any further payment from the Company until the resumption of his duties. | |
| 13.6 | For the avoidance of doubt the provisions of this clause 13 will not prejudice or limit in any way the Company's right to terminate this Agreement pursuant to clauses 3 and 17 or otherwise pursuant to its terms. | |
| 13.7 | The Company may terminate the employment of the Executive in accordance with clause 17.2.7 or by making a payment in lieu pursuant to clause 17.4. | |
| 13.9 | Whether or not the Executive is absent by reason of sickness, injury or other incapacity the Executive will at the request of the Board agree to have a medical examination performed by a doctor appointed and paid for by the Company and the Executive authorises the Board to have unconditional access to such part of any report or reports (including copies) produced as a result of any such examination: |
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| 13.9.1 | as the Board may from time to time reasonably require; and | |
| 13.9.2 | as is relevant to the performance by the Executive of his duties under this Agreement. |
| 14. | CONFIDENTIAL INFORMATION |
| 14.1 | The Executive acknowledges that in the ordinary course of his employment he will be exposed to information about the Company's business and the businesses of Group Companies and that of the Company's and the Group Companies' suppliers and customers: |
| 14.1.1 | which amounts to a trade secret, is confidential or is commercially sensitive; | |
| 14.1.2 | which may not be readily available: |
| 14.1.2.1 | to others engaged in a similar business to that of the Company or of any of the Group Companies; or | |
| 14.1.2.2 | to the general public; and |
| 14.1.3 | which if disclosed will be liable to cause significant harm to the Company or to such Group Companies. |
| 14.2 | Such information (whether recorded in writing, on computer disc or in any other medium) is referred to in this clause 14 as “Confidential Information”. | |
| 14.3 | The Executive has therefore agreed to accept the restrictions contained in this clause 14. | |
| 14.4 | The Executive will not either directly or indirectly during the term of this Agreement or after its termination without limit in time for his own purposes or for any purposes other than those of the Company or of any Group Company (for any reason and in any manner) use or divulge or communicate to any person, firm, company or organisation (except to those officials of the Company or any Group Company whose province it is to know the same) any secret or Confidential Information or information constituting a trade secret acquired or discovered by him in the course of his employment with the Company relating to the private affairs or business of the Company or of any Group Company or of their suppliers, customers, management or shareholders. |
| 14.5 | The restrictions contained in this clause 14 do not apply to: |
| 14.5.1 | any disclosure: |
| 14.5.1.1 | authorised by the Board; or | |
| 14.5.1.2 | required in the ordinary and proper course of the Executive's employment; or | |
| 14.5.1.3 | required by order of any court of competent jurisdiction or by an appropriate regulatory authority; or | |
| 14.5.1.4 | otherwise required by law; or |
| 14.5.2 | any information, or Confidential Information that the Executive can demonstrate was known to the Executive prior to the date of this Agreement. |
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| 14.6 | The Executive will not other than with the approval of the Chairman or of any Director of the Group Company to whom he reports: |
| 14.6.1 | make or issue any press, radio or television statement; or | |
| 14.6.2 | publish or submit for publication any letter or article relating directly or indirectly to the business affairs of the Company or of Group Company. |
| 14.7 | The provisions of this clause 14 are without prejudice to the duties and obligations of the Executive to be implied into this Agreement at common law. |
| 15. | INTELLECTUAL PROPERTY |
| 15.1 | The Executive acknowledges that because of: |
| 15.1.1 | the nature of his duties; and | |
| 15.1.2 | the particular responsibilities arising as a result of such duties; he owes to the Company and to any of the Group Companies a special obligation to further the interests of the Company and of the Group Companies. |
| 15.2 | The Executive shall promptly disclose to the Company any idea or invention created by him in the normal course of his employment under this Agreement. | |
| 15.3 | The Executive acknowledges that all trade marks, registered designs, design rights, copyright, database rights and other intellectual property rights (together, where registrable, with the right to apply for registration of the same, aside from those described in clause 15.2), whether in existence now or coming into existence at any time in the future, will, on creation in the normal course of his employment under this Agreement, vest in and be the exclusive property of the Company or of any of the Group Companies which the Company may nominate and if required to do so (whether during or after the termination of his employment under this Agreement): |
| 15.3.1 | the Executive shall execute all instruments and do all things necessary to vest ownership in the above rights in the Company as sole beneficial owner; and | |
| 15.3.2 | where the same does not automatically vest by any applicable law, the Executive shall immediately assign the same to the Company; and | |
| 15.4.3 | the Executive irrevocably agrees to waive all moral rights in respect of such materials or works. |
| 15.4 | The Executive appoints the Company to be his attorney in his name and on his behalf: |
| 15.4.1 | to execute any such instrument or do any such thing necessary for the purpose of giving to the Company or to its nominee the full benefit of the provisions of this clause 15; and | |
| 15.4.2 | to acknowledge in favour of any third party that a certificate in writing signed by any director or secretary of the Company that any instrument or act falls within the authority conferred shall be conclusive evidence that such is the case. |
| 15.5 | Clauses 15.1, 15.2, 15.3, and 15.4 cannot be amended or varied other than by written agreement with the parties. |
| 16. | STATEMENTS |
| 16.1 | The Executive shall not at any time knowingly make any untrue or misleading statement in relation to the Company or to any Group Company. | |
| 16.2 | The Executive shall not at any time after the termination of his employment under this Agreement represent himself as being in any way connected with or interested in the Company or with or in any of the Group Companies or with or in any of their respective businesses unless the particulars are specifically agreed in writing with the Company. |
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| 17. | TERMINATION |
| 17.1 | The employment of the Executive may be terminated: |
| 17.1.1 | by the Company after giving to the Executive 18 months’ notice in writing; and | |
| 17.1.2 | by the Executive after giving to the Company 18 month’s notice in writing. |
| 17.2 | The Company may terminate this Agreement immediately without notice in writing (even if the Company may have allowed any time to elapse or on a former occasion may not have enforced its rights under this clause 17) and without obligation to pay any compensation to the Executive if: |
| 17.2.1 | after final written warning, without any reasonable cause, he neglects or refuses to perform all or any of his duties or obligations under this Agreement; or | |
| 17.2.2 | he misconducts himself whether during or outside the course of his duties under this Agreement in such a way that the business, operation, interests or reputation of the Company or of anyGroup Company are or are likely to be materially prejudicially affected; or | |
| 17.2.3 | he commits any criminal offence (including in particular any offence involving dishonesty or violence) other than: |
| 17.2.3.1 | a summary motoring offence; or | |
| 17.2.3.2 | any other offence which does not in the reasonable opinion of the Board affect his position under this Agreement; or |
| 17.2.4 | he is convicted of an offence under any statutory enactment or regulation relating to insider dealing; or | |
| 17.2.5 | he becomes bankrupt or makes or attempts to make any composition with creditors; or | |
| 17.2.6 | he becomes of unsound mind; or |
| 17.2.7 | he commits any act of gross misconduct during the course of his duties under this Agreement; or | |
| 17.2.8 | he is guilty of any deliberate act of discrimination, harassment or victimisation on race, sex or disability grounds. |
| 17.3 | The Company shall have the right to suspend the Executive (subject to the continued payment of the Executive’s salary and the continued provision of the Executive’s benefits) pending any investigation into any potential dishonesty, gross misconduct or any other circumstances which may give rise to a right for the Company to terminate this Agreement pursuant to clause 17.2 above for such reasonable period as it takes to conduct such an investigation. | |
| 17.4 | The Executive may terminate this Agreement with immediate effect if the business of the Company is conducted in such a manner so as to be incompatible with the Executive’s obligations as a director of a company. | |
| 17.5 | During any period of notice, and provided that the Company continues to pay the Executive’s salary and to provide all benefits to which he is contractually entitled (or a sum in lieu of the value to him of such benefits) until the termination of his employment under this Agreement, the Company shall be entitled at its absolute discretion: |
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| 17.5.1 | to require the Executive not to carry out his duties or to exercise his powers or responsibilities under this Agreement during the remaining period of his notice period (or any part of such period); | |
| 17.5.2 | to require the Executive to resign immediately from any offices which he may hold in the Company or in any Group Company; | |
| 17.5.3 | to require the Executive not to attend his place of work or any other premises of the Company or of any Group Company during the remaining period of his employment under this Agreement (or any part of such period); | |
| 17.5.4 | to require the Executive not to make contact with any employees, agents, customers or clients of the Company or of any Group Company except as directed by the Company during the remaining period of his notice (or any part of such period); | |
| 17.5.5 | to require the Executive to return to the Company all documents, computer discs and other property (including summaries,extracts or copies) belonging to the Company or to any Group Company or to its or their clients or customers; and |
| 17.5.6 | to require the Executive to work from his home and/or (insofar as it is reasonable) to carry out exceptional duties or special projects outside the normal scope of his duties and responsibilities. |
| 17.6 | Where notice is served, whether by the Company or by the Executive, to terminate the Executive's employment the Company may at its absolute discretion, at any time during the period of notice: |
| 17.6.1 | terminate the Executive's employment forthwith without thereby being in breach of this Agreement; and | |
| 17.6.2 | in full and final settlement of the Executive's contractual claims under this Agreement pay to the Executive an amount equal to: |
| 17.6.2.1 | the Executive’s salary; and | |
| 17.6.2.2 | the capitalised value of the benefits to which the Executive is entitled; |
under this Agreement for the remaining period of notice.
| 17.7 | The Executive agrees: |
| 17.7.1 | that at the expense and reasonable request of the Company and in any event on termination of his employment he will transfer or procure the transfer of any shares which are then held by him in trust or as a nominee by virtue of his employment with the Company to such person or persons as the Company may direct; and | |
| 17.7.2 | that if the Executive fails to do so within seven days of any such request or the termination of his employment (as the case may be) the Company is irrevocably authorised to appoint a person or persons to execute all necessary transfer forms and other documentation on his behalf. |
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| 18. | DEDUCTIONS |
The Executive hereby authorises the Company at any time during the continuance of this Agreement and in any event on termination howsoever arising, to deduct from his remuneration (which for this purpose includes salary, pay in lieu of notice, commission, bonus, holiday pay and sick pay) all debts owed by the Executive to the Company or to any Group Company, including but without limitation:
| 18.1 | the balance outstanding of any loans (and interest where appropriate) advanced by the Company to the Executive; | |
| 18.2 | the cost of repairing any damage or loss to the Company's property caused by him; and | |
| 18.3 | any loss suffered by the Company as a result of any neglect or breach of duty under this Agreement by the Executive |
| 19. | RECONSTRUCTION OF THE COMPANY |
The Executive shall have no claim against the Company if his employment under this Agreement is terminated by reason of the liquidation of the Company for the purposes of amalgamation or reconstruction provided that he is offered employment with any concern or undertaking resulting from such amalgamation or reconstruction on terms and conditions which, taken as a whole, are not less favourable than the terms of this Agreement.
| 20. | DELIVERY OF DOCUMENTS AND PROPERTY |
| 20.1 | On termination of this Agreement for any reason (or earlier if requested) the Executive will immediately deliver up to the Company all property (including but not limited to any Company car and property connected with any car provided under this Agreement, documents and software, credit cards, keys and security passes) belonging to it or to any Group Company in the Executive's possession or under his control. | |
| 20.2 | For the purposes of clause 20.1 documents and software include (but are not limited to) correspondence, diaries, address books, databases, files, reports, minutes, plans, records, documentation or any other medium for storing information. | |
| 20.3 | The Executive's obligations under this clause 20 include the return of all copies, drafts, reproductions, notes, extracts or summaries (however stored or made) of all documents and software. | |
| 20.4 | The Company may withhold any monies then owing to the Executive in any respect pending his providing, if so requested, his written undertaking that he has complied with the obligations contained in this clause 20. |
| 21. | RESIGNATION AS DIRECTOR |
| 21.1 | Without prejudice to clause 17.5.2 the Executive will on termination of this Agreement for any reason at the request of the Board promptly resign without claim for compensation: |
| 21.1.1 | as a director of the Company and of all such Group Companies of which he is a director; and | |
| 21.1.2 | from all trusteeships held by him of any pension scheme or other trusts established by the Company or by any Group Company or by any other company with which the Executive has had dealings as a consequence of his employment with the Company. |
| 21.2 | If the Executive fails to resign within seven days of such request, the Company is irrevocably authorised to appoint a person to execute any documents and to do everything necessary to effect such resignation or resignations on the Executive's behalf. |
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| 22. | DISCIPLINARY AND GRIEVANCE PROCEDURES |
| 22.1 | There is no disciplinary procedure applicable to the Executive. | |
| 22.2 | The Executive is expected: |
| 22.2.1 | to conduct himself in a suitable manner; and | |
| 22.2.2 | to exhibit the standard of behaviour commensurate with his position. |
| 22.3 | If the Executive has any grievance relating to his employment under this Agreement, he should raise it with the Chairman and thereafter (if the matter is not resolved) with the Board. | |
| 23. | DATA PROTECTION |
| 23.1 | The Company shall hold personal data in relation to the Executive in its manual and automated filing systems. | |
| 23.2 | The Executive consents to the processing and disclosure of such data both inside and, where necessary, outside the European Economic Area. | |
| 23.3 | The Executive agrees that personal information relating to him may be disclosed for marketing and/or PR purposes and in connection with the performance of his duties under this Agreement. | |
| 23.4 | The Executive agrees to use all reasonable endeavours to keep the Company informed of any changes to his personal data. | |
| 23.5 | The Executive agrees to adhere to the Company's reasonable data protection rules and procedures insofar as he is informed of them. |
| 24. | E-MAIL AND INTERNET POLICY |
The Executive agrees to adhere to the Company's e-mail and internet policy, insofar as he is informed of it.
| 25. | COLLECTIVE AGREEMENTS |
There
are no collective agreements with Trade Unions that directly affect the terms and conditions of the Executive's employment.
| 26. | NOTICES |
| 26.1 | Any notice to be given under this Agreement to the Executive may be |
| 26.1.1 | given to him personally or | |
| 26.1.2 | sent to him by pre-paid first class letter or | |
| 26.1.3 | sent by facsimile transmission addressed to him at his last known place of residence. |
| 26.2 | Any notice to be given to the Company: |
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|
26.2.1 | should be addressed to the Chairman; and |
| 26.2.2 | may be served by leaving it at or sending it by pre-paid first class letter to its registered office for the time being. |
| 26.3 | Any notice served by post shall be deemed to have been served forty-eight hours after it was posted and proof that the notice was properly addressed, pre-paid and posted shall be sufficient evidence of service. |
| 27. | PRIOR AGREEMENTS |
This Agreement cancels and is in substitution for all previous letters of engagement, agreements and arrangements (whether oral or in writing) relating to the subject matter hereof between the Company or any Group Company and the Executive all of which shall be deemed to have been terminated by mutual consent.
| 28. | RIGHTS OF THIRD PARTIES |
This Agreement does not confer rights on the Executive's spouse or dependants or on any third party.
| 29. | GOVERNING LAW AND JURISDICTION |
| 29.1 | This Agreement shall be governed by and interpreted in accordance with the law of Ireland. | |
| 29.2 | The parties to this Agreement submit to the exclusive jurisdiction of the Irish Courts in relation to any claim, dispute or matter arising out of or relating to this Agreement. | |
| 29.3 | Any delay by any party in exercising any of its or his rights under this Agreement will not constitute a waiver of such rights. |
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IN WITNESS of which the parties have executed this Agreement as a deed on the date set out above.
EXECUTED as a deed by the Company which was delivered when dated, acting by:
Director
Signature /s/ David Over
| Name | David Over |
SIGNED and delivered by the Executive
Jack Kaye
Signature : /s/ Jack Kaye
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Exhibit 10.5
DATED 1st January 2025
| DAVION HEALTHCARE PLC | (1) |
| and | |
| DAVID OVER | (2) |
SERVICE AGREEMENT
DATE OF SERVICE AGREEMENT 1st January 2025
PARTIES
| (1) | DAVION HEALTHCARE PLC whose registered office is c/o MC2 Accountants, Penrose Wharf, Penrose Quay, Cork, Ireland (“the Company”). |
| (2) | David Over, of 9 Bankside, Farnham, Surrey, GU9 9HU, United Kingdom (“the Executive”) |
WHEREAS the Board of Directors of the Company has approved the terms of this Agreement under which the Executive is to be employed.
IT IS AGREED as follows:
| 1. | DEFINITIONS |
| 1.1 | In this Agreement the following words, phrases and expressions shall have the following meanings: |
| 1.1.1 | “Board” means the Board of Directors of the Company from time to time and any such person or committee authorised by the Board as its representative for the purposes of this Agreement; | |
| 1.1.2 | “Chairman” means the Chairman of the Company for the time being; | |
| 1.1.3 | “Chief Executive” means the Chief Executive of the Company for the time being. | |
| 1.1.4 | “Commencement Date” means 1st January 2025 or such later date as may be mutually agreed between the parties; | |
| 1.1.5 | “Group Company” means the Company and its subsidiaries and any holding company of the Company and any subsidiary of such holding company and any associated company (which expression shall mean any other company of which the Company or its holding company or any subsidiary or the company or its holding company beneficially holds not less than 20% of the equity share capital); | |
| 1.1.6 | “Immediate Relatives” means wife, common law spouse, children, brothers, sisters, cousins, aunts, uncles, parents, grandparents, and the aforesaid relatives by marriage; | |
| 1.1.7 | “Termination Date” means the date upon which the Executive's employment with the Company is terminated (and references to “from the Termination Date” means from and including the date of such termination); |
| 1.2 | Any reference to a statutory provision includes all re-enactments and modifications of it or the provision referred to and any regulations made under it or under the provision referred to. | |
| 1.3 | The headings in this Agreement have been inserted for convenience only and they do not form part of this Agreement and do not affect its interpretation or construction. | |
| 1.4 | Any reference to the Executive shall, if appropriate, include his personal representatives. |
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| 2. | THE APPOINTMENT |
| 2.1 | The Company shall from the Commencement Date appoint the Executive, and the Executive agrees to act as Chief Commercial Officer of Davion Healthcare Plc. | |
| 2.2 | The Executive acknowledges and warrants: 2.2.1 that by entering into this Agreement and fulfilling his obligations under it, the Executive is not in breach of any obligation to any third party; and |
| 3. | DURATION |
| 3.1 | This Agreement shall, subject to termination in accordance with the terms of this Agreement, commence on the Commencement Date and shall continue until terminated by Three (3) month’s notice by either party. |
| 4. | DUTIES |
| 4.1 | The Executive: |
| 4.1.1 | shall: |
| 4.1.1.1 | carry out such duties and functions; | |
| 4.1.1.2 | exercise such powers; and | |
| 4.1.1.3 | comply with such instructions; |
in connection with the business of the Company and the Group Companies as the Board reasonably determines from time to time; and
| 4.1.2 | shall comply with all the Company's reasonable rules, regulations, policies and procedures from time to time in force. |
| 4.2 | Unless prevented by illness, accident or holiday as set out below, the Executive will: |
| 4.2.1 | devote sufficient of his time, attention and skill during his working hours under this Agreement insofar as may reasonably be required to the affairs of the Company, it being noted and agreed that the employment of the Executive is predominantly a full-time position and that the Executive will be permitted to pursue his other business interests provide that they are declared to, and approved by, the Company in advance and that they do not prevent the Executive from fulfilling his duties under this Agreement to the best of his ability; and |
| 4.2.2 | use his best endeavours to promote the interests of the Company at all times. |
| 4.3 | The Executive acknowledges and agrees that he is at all times during his employment, including during any period of suspension or while on garden leave in accordance with clause 17.5, subject to duties of goodwill, trust, confidence, exclusive service, faith and fidelity to the Company which duties include, without limitation, the duty throughout the duration of this Agreement: |
| 4.3.1 | not to compete with the Company or with any Group Company; | |
| 4.3.2 | not to make preparations (during such hours during which the Executive should be providing services under this Agreement) to compete with the Company or with any Group Company after this Agreement has terminated; | |
| 4.3.3 | not to solicit in competition with the Company or with any Group Company any customer or customers of the Company or of any Group Company; |
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| 4.3.4 | not to entertain invitations to provide services in a personal capacity from customers of the Company or of any Group Company where such invitations relate to services which could be provided by the Company or by any Group Company; | |
| 4.3.5 | not to offer employment to employees of the Company or of any Group Company (other than employment by the Company or by any Group Company); and | |
| 4.3.6 | not to copy or memorise confidential information or trade secrets of the Company or of any Group Company with a view to using or disclosing such information for a purpose other than for the benefit of the Company or of that Group Company. |
| 4.4 | The Executive will at all times promptly give to the Board (in writing if requested) all information, explanations and assistance that the Board may reasonably require in connection with: |
| 4.4.1 | the business or affairs of the Company and of the Group Companies; and | |
| 4.4.2 | his employment under this Agreement. |
| 4.5 | The Executive will: |
| 4.5.1 | report to the Board. |
| 4.6 | The Executive shall not without the prior written consent of the Board: |
| 4.6.1 | incur any capital expenditure in excess of such sums as may be authorised from time to time; or | |
| 4.6.2 | enter into (on behalf of the Company or of any Group Company) any commitment, contract or arrangement: |
| 4.6.2.1 | otherwise than in the normal course of business; or | |
| 4.6.2.2 | outside the scope of his normal duties; or | |
| 4.6.2.3 | of an unusual, onerous or long-term nature. |
| 5. | NORMAL HOURS |
| 5.1 | The Executive shall conform to such hours of work as may from time to time reasonably be required of him as are consistent with his appointment under this Agreement. | |
| 5.2 | The Executive expressly acknowledges and affirms: |
| 5.2.1 | that he has control over the hours which he works; and | |
| 5.2.2 | that his working time is not monitored or determined by the Company. |
| 6. | OTHER INTERESTS |
| 6.1 | The Executive: |
| 6.1.1 | shall devote all of his time to the Company during his working hours under this Agreement; and | |
| 6.1.2 | shall not (without the prior written consent of the Board) directly or indirectly either on his own account or on behalf of any other person, company, business entity or other organisation: |
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| 6.1.2.1 | engage in; or | |
| 6.1.2.2 | be concerned with; or | |
| 6.1.2.3 | provide services to (whether as an employee, officer, director, agent, partner, consultant or otherwise) any other business or other activity which does or might reasonably be expected to affect the performance of his duties under this Agreement. |
| 6.2 | The Executive: |
| 6.2.1 | confirms that to the best of his knowledge and belief he has fully disclosed to the Company in writing all circumstances in respect of which there is, or there might be, a conflict of interests between: |
| 6.2.1.1 | the Company or any Group Company; and 6.2.1.2 the Executive or his Immediate Relatives; and |
| 6.2.2 | agrees fully to disclose to the Board any such circumstances which may arise during this Agreement. |
| 6.3 | The Executive or his Immediate Relatives shall not be entitled to receive or obtain directly or indirectly any discount, rebate, commission or other benefit in respect of any business transacted (whether or not by him) by or on behalf of the Company or of any Group Company and if with the knowledge and consequent upon any act or omission of the Executive his Immediate Relatives or any other company or business entity in which he is interested directly or indirectly obtains any such discount, rebate, commission or other benefit he shall forthwith account to the Company or relevant Group Company for the amount received or value of the benefit so obtained. |
| 7. | PLACE OF WORK |
| 7.1 | The Executive's place of work from any location of his choosing, or at such premises of which the Company has the use of from time to time. | |
| 7.2 | In performance of his duties under this Agreement, the Executive may also be required to travel globally for the better performance of his duties. |
| 8. | REMUNERATION |
| 8.1 | The Executive will receive a base salary of One Hundred Thousand (€100,000) euros per month to commence from the date of this Service Agreement, payable to the Executive by the Company or by any Group Company). |
| 8.2 | The Salary: |
| 8.2.1 | will be payable monthly in arrears on or before the last working day of each calendar month. |
| 9. | EXPENSES |
| 9.1 | The Executive shall be entitled to be repaid all reasonable travelling, hotel and other expenses properly authorised by the Chairman (acting reasonably) and incurred in or about the proper performance of his duties, which expenses shall be evidenced in such manner as the Company may reasonably specify from time to time. | |
| 9.2 | Where the Company makes any credit card available to the Executive, he shall: |
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| 9.2.1 | take good care of such card and promptly report to the Company any loss of such card; | |
| 9.2.2 | unless otherwise authorised by the Company, use the card only for the purposes of the Company's business and in accordance with any Company applicable policy; and | |
| 9.2.3 | surrender it upon the request of the Board at any time. |
| 10. | OTHER BENEFITS |
| 10.1 | There are no other benefits currently given by the Company to the Executive under the terms of this Service Agreement. |
| 11. | PENSION |
| 11.1 | There is no Company pension scheme currently in force. |
| 12. | HOLIDAYS |
| 12.1 | The Company's holiday year runs from 1 January to 31 December. | |
| 12.2 | The Executive will in addition to bank and public holidays be entitled to Thirty (30) working days' paid holiday in each holiday year. | |
| 12.3 | Holidays shall accrue on a pro rata basis throughout each holiday year. |
| 13. | INCAPACITY |
| 13.1 | If the Executive is incapacitated from performing his duties under this Agreement as a result of illness he will notify the Company as soon as possible and then keep the Company informed and complete any self-certification forms which are reasonably required by the Company. | |
| 13.2 | If such incapacity continues for a period of eight working days or more the Executive will produce to the Company a medical certificate to cover the duration of such absence. | |
| 13.3 | The Executive must produce medical certificates to cover any further period of absence. | |
| 13.4 | If the Executive is incapacitated from performing his duties as a result of illness or injury then (subject to clause 17.2.7) if he complies with the requirements of this clause 13 he will be entitled to payment of his salary at the full rate in respect of such illness or injury for a period (in total) of 6 months in any period of 12 months (whether the absence is intermittent or continuous). | |
| 13.5 | Thereafter, the Executive will not be entitled to any further payment from the Company until the resumption of his duties. | |
| 13.6 | For the avoidance of doubt the provisions of this clause 13 will not prejudice or limit in any way the Company's right to terminate this Agreement pursuant to clauses 3 and 17 or otherwise pursuant to its terms. | |
| 13.7 | The Company may terminate the employment of the Executive in accordance with clause 17.2.7 or by making a payment in lieu pursuant to clause 17.4. | |
| 13.9 | Whether or not the Executive is absent by reason of sickness, injury or other incapacity the Executive will at the request of the Board agree to have a medical examination performed by a doctor appointed and paid for by the Company and the Executive authorises the Board to have unconditional access to such part of any report or reports (including copies) produced as a result of any such examination: |
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| 13.9.1 | as the Board may from time to time reasonably require; and | |
| 13.9.2 | as is relevant to the performance by the Executive of his duties under this Agreement. |
| 14. | CONFIDENTIAL INFORMATION |
| 14.1 | The Executive acknowledges that in the ordinary course of his employment he will be exposed to information about the Company's business and the businesses of Group Companies and that of the Company's and the Group Companies' suppliers and customers: |
| 14.1.1 | which amounts to a trade secret, is confidential or is commercially sensitive; | |
| 14.1.2 | which may not be readily available: |
| 14.1.2.1 | to others engaged in a similar business to that of the Company or of any of the Group Companies; or | |
| 14.1.2.2 | to the general public; and |
| 14.1.3 | which if disclosed will be liable to cause significant harm to the Company or to such Group Companies. |
| 14.2 | Such information (whether recorded in writing, on computer disc or in any other medium) is referred to in this clause 14 as “Confidential Information”. | |
| 14.3 | The Executive has therefore agreed to accept the restrictions contained in this clause 14. | |
| 14.4 | The Executive will not either directly or indirectly during the term of this Agreement or after its termination without limit in time for his own purposes or for any purposes other than those of the Company or of any Group Company (for any reason and in any manner) use or divulge or communicate to any person, firm, company or organisation (except to those officials of the Company or any Group Company whose province it is to know the same) any secret or Confidential Information or information constituting a trade secret acquired or discovered by him in the course of his employment with the Company relating to the private affairs or business of the Company or of any Group Company or of their suppliers, customers, management or shareholders. |
| 14.5 | The restrictions contained in this clause 14 do not apply to: |
| 14.5.1 | any disclosure: |
| 14.5.1.1 | authorised by the Board; or | |
| 14.5.1.2 | required in the ordinary and proper course of the Executive's employment; or | |
| 14.5.1.3 | required by order of any court of competent jurisdiction or by an appropriate regulatory authority; or | |
| 14.5.1.4 | otherwise required by law; or |
| 14.5.2 | any information, or Confidential Information that the Executive can demonstrate was known to the Executive prior to the date of this Agreement. |
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| 14.6 | The Executive will not other than with the approval of the Chairman or of any Director of the Group Company to whom he reports: |
| 14.6.1 | make or issue any press, radio or television statement; or | |
| 14.6.2 | publish or submit for publication any letter or article relating directly or indirectly to the business affairs of the Company or of Group Company. |
| 14.7 | The provisions of this clause 14 are without prejudice to the duties and obligations of the Executive to be implied into this Agreement at common law. |
| 15. | INTELLECTUAL PROPERTY |
| 15.1 | The Executive acknowledges that because of: |
| 15.1.1 | the nature of his duties; and | |
| 15.1.2 | the particular responsibilities arising as a result of such duties; he owes to the Company and to any of the Group Companies a special obligation to further the interests of the Company and of the Group Companies. |
| 15.2 | The Executive shall promptly disclose to the Company any idea or invention created by him in the normal course of his employment under this Agreement. | |
| 15.3 | The Executive acknowledges that all trade marks, registered designs, design rights, copyright, database rights and other intellectual property rights (together, where registrable, with the right to apply for registration of the same, aside from those described in clause 15.2), whether in existence now or coming into existence at any time in the future, will, on creation in the normal course of his employment under this Agreement, vest in and be the exclusive property of the Company or of any of the Group Companies which the Company may nominate and if required to do so (whether during or after the termination of his employment under this Agreement): |
| 15.3.1 | the Executive shall execute all instruments and do all things necessary to vest ownership in the above rights in the Company as sole beneficial owner; and | |
| 15.3.2 | where the same does not automatically vest by any applicable law, the Executive shall immediately assign the same to the Company; and | |
| 15.4.3 | the Executive irrevocably agrees to waive all moral rights in respect of such materials or works. |
| 15.4 | The Executive appoints the Company to be his attorney in his name and on his behalf: |
| 15.4.1 | to execute any such instrument or do any such thing necessary for the purpose of giving to the Company or to its nominee the full benefit of the provisions of this clause 15; and | |
| 15.4.2 | to acknowledge in favour of any third party that a certificate in writing signed by any director or secretary of the Company that any instrument or act falls within the authority conferred shall be conclusive evidence that such is the case. |
| 15.5 | Clauses 15.1, 15.2, 15.3, and 15.4 cannot be amended or varied other than by written agreement with the parties. |
| 16. | STATEMENTS |
| 16.1 | The Executive shall not at any time knowingly make any untrue or misleading statement in relation to the Company or to any Group Company. | |
| 16.2 | The Executive shall not at any time after the termination of his employment under this Agreement represent himself as being in any way connected with or interested in the Company or with or in any of the Group Companies or with or in any of their respective businesses unless the particulars are specifically agreed in writing with the Company. |
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| 17. | TERMINATION |
| 17.1 | The employment of the Executive may be terminated: |
| 17.1.1 | by the Company after giving to the Executive Three (3) months’ notice in writing; and | |
| 17.1.2 | by the Executive after giving to the Company Three (3) month’s notice in writing. |
| 17.2 | The Company may terminate this Agreement immediately without notice in writing (even if the Company may have allowed any time to elapse or on a former occasion may not have enforced its rights under this clause 17) and without obligation to pay any compensation to the Executive if: |
| 17.2.1 | after final written warning, without any reasonable cause, he neglects or refuses to perform all or any of his duties or obligations under this Agreement; or | |
| 17.2.2 | he misconducts himself whether during or outside the course of his duties under this Agreement in such a way that the business, operation, interests or reputation of the Company or of anyGroup Company are or are likely to be materially prejudicially affected; or | |
| 17.2.3 | he commits any criminal offence (including in particular any offence involving dishonesty or violence) other than: |
| 17.2.3.1 | a summary motoring offence; or | |
| 17.2.3.2 | any other offence which does not in the reasonable opinion of the Board affect his position under this Agreement; or |
| 17.2.4 | he is convicted of an offence under any statutory enactment or regulation relating to insider dealing; or | |
| 17.2.5 | he becomes bankrupt or makes or attempts to make any composition with creditors; or | |
| 17.2.6 | he becomes of unsound mind; or |
| 17.2.7 | he commits any act of gross misconduct during the course of his duties under this Agreement; or | |
| 17.2.8 | he is guilty of any deliberate act of discrimination, harassment or victimisation on race, sex or disability grounds. |
| 17.3 | The Company shall have the right to suspend the Executive (subject to the continued payment of the Executive’s salary and the continued provision of the Executive’s benefits) pending any investigation into any potential dishonesty, gross misconduct or any other circumstances which may give rise to a right for the Company to terminate this Agreement pursuant to clause 17.2 above for such reasonable period as it takes to conduct such an investigation. | |
| 17.4 | The Executive may terminate this Agreement with immediate effect if the business of the Company is conducted in such a manner so as to be incompatible with the Executive’s obligations as a director of a company. | |
| 17.5 | During any period of notice, and provided that the Company continues to pay the Executive’s salary and to provide all benefits to which he is contractually entitled (or a sum in lieu of the value to him of such benefits) until the termination of his employment under this Agreement, the Company shall be entitled at its absolute discretion: |
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| 17.5.1 | to require the Executive not to carry out his duties or to exercise his powers or responsibilities under this Agreement during the remaining period of his notice period (or any part of such period); | |
| 17.5.2 | to require the Executive to resign immediately from any offices which he may hold in the Company or in any Group Company; | |
| 17.5.3 | to require the Executive not to attend his place of work or any other premises of the Company or of any Group Company during the remaining period of his employment under this Agreement (or any part of such period); | |
| 17.5.4 | to require the Executive not to make contact with any employees, agents, customers or clients of the Company or of any Group Company except as directed by the Company during the remaining period of his notice (or any part of such period); | |
| 17.5.5 | to require the Executive to return to the Company all documents, computer discs and other property (including summaries,extracts or copies) belonging to the Company or to any Group Company or to its or their clients or customers; and |
| 17.5.6 | to require the Executive to work from his home and/or (insofar as it is reasonable) to carry out exceptional duties or special projects outside the normal scope of his duties and responsibilities. |
| 17.6 | Where notice is served, whether by the Company or by the Executive, to terminate the Executive's employment the Company may at its absolute discretion, at any time during the period of notice: |
| 17.6.1 | terminate the Executive's employment forthwith without thereby being in breach of this Agreement; and | |
| 17.6.2 | in full and final settlement of the Executive's contractual claims under this Agreement pay to the Executive an amount equal to: |
| 17.6.2.1 | the Executive’s salary; and | |
| 17.6.2.2 | the capitalised value of the benefits to which the Executive is entitled; |
under this Agreement for the remaining period of notice.
| 17.7 | The Executive agrees: |
| 17.7.1 | that at the expense and reasonable request of the Company and in any event on termination of his employment he will transfer or procure the transfer of any shares which are then held by him in trust or as a nominee by virtue of his employment with the Company to such person or persons as the Company may direct; and | |
| 17.7.2 | that if the Executive fails to do so within seven days of any such request or the termination of his employment (as the case may be) the Company is irrevocably authorised to appoint a person or persons to execute all necessary transfer forms and other documentation on his behalf. |
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| 18. | DEDUCTIONS |
The Executive hereby authorises the Company at any time during the continuance of this Agreement and in any event on termination howsoever arising, to deduct from his remuneration (which for this purpose includes salary, pay in lieu of notice, commission, bonus, holiday pay and sick pay) all debts owed by the Executive to the Company or to any Group Company, including but without limitation:
| 18.1 | the balance outstanding of any loans (and interest where appropriate) advanced by the Company to the Executive; | |
| 18.2 | the cost of repairing any damage or loss to the Company's property caused by him; and | |
| 18.3 | any loss suffered by the Company as a result of any neglect or breach of duty under this Agreement by the Executive |
| 19. | RECONSTRUCTION OF THE COMPANY |
The Executive shall have no claim against the Company if his employment under this Agreement is terminated by reason of the liquidation of the Company for the purposes of amalgamation or reconstruction provided that he is offered employment with any concern or undertaking resulting from such amalgamation or reconstruction on terms and conditions which, taken as a whole, are not less favourable than the terms of this Agreement.
| 20. | DELIVERY OF DOCUMENTS AND PROPERTY |
| 20.1 | On termination of this Agreement for any reason (or earlier if requested) the Executive will immediately deliver up to the Company all property (including but not limited to any Company car and property connected with any car provided under this Agreement, documents and software, credit cards, keys and security passes) belonging to it or to any Group Company in the Executive's possession or under his control. | |
| 20.2 | For the purposes of clause 20.1 documents and software include (but are not limited to) correspondence, diaries, address books, databases, files, reports, minutes, plans, records, documentation or any other medium for storing information. | |
| 20.3 | The Executive's obligations under this clause 20 include the return of all copies, drafts, reproductions, notes, extracts or summaries (however stored or made) of all documents and software. | |
| 20.4 | The Company may withhold any monies then owing to the Executive in any respect pending his providing, if so requested, his written undertaking that he has complied with the obligations contained in this clause 20. |
| 21. | RESIGNATION AS DIRECTOR |
| 21.1 | Without prejudice to clause 17.5.2 the Executive will on termination of this Agreement for any reason at the request of the Board promptly resign without claim for compensation: |
| 21.1.1 | as a director of the Company and of all such Group Companies of which he is a director; and | |
| 21.1.2 | from all trusteeships held by him of any pension scheme or other trusts established by the Company or by any Group Company or by any other company with which the Executive has had dealings as a consequence of his employment with the Company. |
| 21.2 | If the Executive fails to resign within seven days of such request, the Company is irrevocably authorised to appoint a person to execute any documents and to do everything necessary to effect such resignation or resignations on the Executive's behalf. |
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| 22. | DISCIPLINARY AND GRIEVANCE PROCEDURES |
| 22.1 | There is no disciplinary procedure applicable to the Executive. | |
| 22.2 | The Executive is expected: |
| 22.2.1 | to conduct himself in a suitable manner; and | |
| 22.2.2 | to exhibit the standard of behaviour commensurate with his position. |
| 22.3 | If the Executive has any grievance relating to his employment under this Agreement, he should raise it with the Chairman and thereafter (if the matter is not resolved) with the Board. | |
| 23. | DATA PROTECTION |
| 23.1 | The Company shall hold personal data in relation to the Executive in its manual and automated filing systems. | |
| 23.2 | The Executive consents to the processing and disclosure of such data both inside and, where necessary, outside the European Economic Area. | |
| 23.3 | The Executive agrees that personal information relating to him may be disclosed for marketing and/or PR purposes and in connection with the performance of his duties under this Agreement. | |
| 23.4 | The Executive agrees to use all reasonable endeavours to keep the Company informed of any changes to his personal data. | |
| 23.5 | The Executive agrees to adhere to the Company's reasonable data protection rules and procedures insofar as he is informed of them. |
| 24. | E-MAIL AND INTERNET POLICY |
The Executive agrees to adhere to the Company's e-mail and internet policy, insofar as he is informed of it.
| 25. | COLLECTIVE AGREEMENTS |
There
are no collective agreements with Trade Unions that directly affect the terms and conditions of the Executive's employment.
| 26. | NOTICES |
| 26.1 | Any notice to be given under this Agreement to the Executive may be |
| 26.1.1 | given to him personally or | |
| 26.1.2 | sent to him by pre-paid first class letter or | |
| 26.1.3 | sent by facsimile transmission addressed to him at his last known place of residence. |
| 26.2 | Any notice to be given to the Company: |
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|
26.2.1 | should be addressed to the Chairman; and |
| 26.2.2 | may be served by leaving it at or sending it by pre-paid first class letter to its registered office for the time being. |
| 26.3 | Any notice served by post shall be deemed to have been served forty-eight hours after it was posted and proof that the notice was properly addressed, pre-paid and posted shall be sufficient evidence of service. |
| 27. | PRIOR AGREEMENTS |
This Agreement cancels and is in substitution for all previous letters of engagement, agreements and arrangements (whether oral or in writing) relating to the subject matter hereof between the Company or any Group Company and the Executive all of which shall be deemed to have been terminated by mutual consent.
| 28. | RIGHTS OF THIRD PARTIES |
This Agreement does not confer rights on the Executive's spouse or dependants or on any third party.
| 29. | GOVERNING LAW AND JURISDICTION |
| 29.1 | This Agreement shall be governed by and interpreted in accordance with the law of Ireland. | |
| 29.2 | The parties to this Agreement submit to the exclusive jurisdiction of the Irish Courts in relation to any claim, dispute or matter arising out of or relating to this Agreement. | |
| 29.3 | Any delay by any party in exercising any of its or his rights under this Agreement will not constitute a waiver of such rights. |
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IN WITNESS of which the parties have executed this Agreement as a deed on the date set out above.
EXECUTED as a deed by the Company which was delivered when dated, acting by:
Director
Signature /s/ Jack Kaye
| Name | Jack Kaye |
SIGNED and delivered by the Executive
David Over
Signature: /s/ David Over
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Exhibit 10.6
DATED 6th February 2023
| (1) | DAVION HEALTHCARE (UK) LTD |
| (2) | DAVION HEALTHCARE PLC |
SALE AND PURCHASE AGREEMENT
THIS AGREEMENT dated 6th February 2023
PARTIES:
| (1) | DAVION HEALTHCARE (UK) LTD a company incorporated in England and Wales under company number 13104620, whose registered office is situated at 264 High Street, Beckenham, Kent, BR3 1DZ, United Kingdom (the " Vendor"). |
AND
| (2) | DAVION HEALTHCARE PLC a company incorporated in Cyprus under company number HE 441027, whose registered office is situated at Victory House, 205 Archbishop Makarios Avenue, 3030 Limassol, Cyprus (the " Purchaser"). |
INTRODUCTION:
| (A) | The Vendor is the legal and beneficial owner of 100 % of the issued share capital of Davion Ltd (“the Company”), a company incorporated in England and Wales under company number 12528993 the details of which are set out in Schedule 1. |
| (B) | The Vendors have agreed to sell, and the Purchaser has agreed to acquire the entire asset portfolio of the Company as set out in Schedule 3 herein, on the terms and conditions of this Agreement. |
IT IS AGREED as follows:
| 1.1. | References to statutes or statutory provisions include those statutes or statutory provisions as amended, extended, consolidated, re-enacted or replaced from time to time and any orders, regulations, instruments or other subordinate legislation made under them. |
| 1.2. | Unless specified to the contrary, use of the singular is deemed to include the plural, use of any gender is deemed to include every gender and any reference to a person is deemed to include a corporation, a partnership and other body or entity; and (in each case) vice versa. |
| 1.3 | Any undertaking by any of the parties not to do any act or thing shall be deemed to include an undertaking not to permit or suffer or assist the doing of that act or thing. |
| 1.4 | Clause and schedule headings shall not affect interpretation. |
| 1.5 | This agreement supersedes any and all previous agreements between the two parties. |
| 2 |
| 2. | Sale of One Hundred Percent (100%) of the assets of the Company |
| 3. | On the terms of this agreement, the Vendors shall sell, and the Purchaser shall buy, with effect from Completion, the entire portfolio of the Company. |
| 4. | Consideration |
| 4.1. | The Consideration by the Purchaser on Completion is:
€65,000,000 payable in 12,258,458 Davion Healthcare Plc ordinary shares on completion, at a share price equivalent to €5.30 per share. Such Ordinary shares to be distributed Pari Passu to the shareholders of the Vendor based on the Vendor’s share register at the time of completion.
The Consideration of the Vendors on Completion is the transfer to the Purchaser of 100% of the product portfolio of the Company. |
| 4.2. | The Consideration Shares shall be issued credited as fully paid up and shall rank pari passu in all respects with any existing ordinary shares of the Purchaser. |
| 5. | Completion |
| 5.1. | Completion shall take place at a place and at such time and date as the Vendors and the Purchaser may agree following the satisfaction of any conditions set out in this agreement. |
| 5.2. | Each party shall execute such further documents and perform and do such further acts and things following Completion as the other party may reasonably request in writing in order to carry the provisions of this Agreement into full effect. |
| 6. | Costs |
| Each party will pay its own costs and expenses incurred in the preparation and negotiation of this Agreement. | |
| 7. | General |
| 7.1. | None of the rights or obligations of either party under this Agreement may be assigned or transferred without the prior written consent of the other party except that the Purchaser may transfer them to another company wholly owned by the Purchaser. |
| 7.2. | This Agreement and the documents referred to in it constitute the entire agreement between the parties relating to their subject matter and supersede all previous agreements between the parties relating to that subject matter. There shall be deemed to be comprised in this Agreement all letters and acknowledgements exchanged between the parties contemporaneously with and expressed to be ancillary to this Agreement. |
| 7.3. | The provisions of this Agreement may be varied by the parties, however any variation or waiver of any of the terms of this Agreement shall not be binding unless set out in writing, expressed to amend this Agreement and signed by or on behalf of each of the parties. |
| 3 |
| 7.4. | This Agreement shall be governed by the laws of England and Wales. |
| 7.5. | The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement, any of the documents in the agreed form or any document supplemental thereto in respect of any claim brought against the Purchaser and shall have exclusive jurisdiction in respect of any claim brought by the Purchaser. |
| 7.6. | If any provision of this Agreement, or any part of a provision of this Agreement, is found to be illegal, invalid or unenforceable the remaining provisions, or the remainder of the provision concerned, shall continue in effect. |
| 7.7. | The express rights and remedies provided in this Agreement do not exclude any other rights or remedies provided by law, except to the extent that the rights and remedies of a party are expressly excluded or restricted by the terms of this Agreement. |
| 7.8. | This Agreement may be executed in any number of counterparts and all the counterparts when taken together will constitute one agreement. Each party may enter into this Agreement by executing a counterpart. |
| 7.9. | Each individual signing this Agreement on behalf of a party represents that he has been fully empowered by that party to execute this Agreement, that all necessary action to authorise execution of this Agreement by him has been taken by such party, that the party on whose behalf he executes this Agreement has full authority, power and capacity to enter into this Agreement and that all necessary actions have been taken to enable that party lawfully to enter into this Agreement. |
| 8. | Execution |
| 8.1. | This Agreement is entered into by the parties on the date at the beginning of this Agreement. |
| 8.2. | This Agreement shall be immediately enforceable and effective between any parties who have duly executed the same, notwithstanding the failure to execute by any other person named as a party hereto. |
| 4 |
Schedule 1 - Particulars of the Vendors
DAVION HEALTHCARE (UK) LTD (“the Vendor”) a company incorporated in England and Wales under company number 13104620.
Registered Office is situated at 264 High Street, Beckenham, Kent, BR3 1DZ, United Kingdom
Davion Ltd (“the Company”), a company incorporated in England and Wales under company number 12528993.
Registered Office is situated at 264 High Road, Beckenham, Kent, BR3 1DZ
| 5 |
Schedule 2 – Purchaser’s Warranties
| 1. | The Purchaser has full power to enter into and perform its obligations under this Agreement which will, when executed, constitute lawful and binding obligations on the Purchaser in accordance with its terms. |
| 6 |
Schedule 3 – Vendors Portfolio
On completion the Vendor will transfer to the Purchaser, the following Products, Services and Intellectual Property, including all documents, components, moulds, dies, patents, trademarks, stock, product recipes, website domain names and any and all items, documents and information which form part of and/or relate to any of the Vendors product portfolio as at the date of completion.
The Portfolio consists of the following Products/Services:
| · | BIO-GENEX | |
| · | BREASTCHECK | |
| · | MERIT | |
| · | TESTIC | |
| · | TRICOS | |
| · | DAVION MASKS |
| 7 |
EXECUTED AS AN AGREEMENT on the date first dated above by:
| Signed by Jack Kaye | |
| In his capacity as a Director of | /s/ Jack Kaye |
| DAVON HEALTHCARE PLC | |
| Signed by DAVID OVER | |
| in his capacity as Director of | /s/ David Over |
| DAVION HEALTHCARE (UK) LTD |
| 8 |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the use in the Prospectus constituting a part of this Registration Statement Amendment #2 on Form F-1 of our report dated September 26, 2025, relating to the consolidated financial statements of Davion Healthcare Plc and Subsidiary which is contained in that Prospectus. We also consent to the reference to us under the caption “Experts” in the Prospectus.
/s/ WithumSmith+Brown, PC
Philadelphia, Pennsylvania
November 7, 2025
Exhibit 31.1
SECTION 302 CERTIFICATION
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Jack Harry Kaye, certify that:
I have reviewed this registration statement on Form F-1, Amendment 2 of Davion Healthcare Plc;
Based on my knowledge, this registration statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this registration statement;
Based on my knowledge, the financial statements, and other financial information included in this registration statement, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this registration statement;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this registration statement is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this registration statement our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this registration statement based on such evaluation; and
d) Disclosed in this registration statement any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 7, 2025
By: /s/ Jack Harry Kaye
Name: Jack Harry Kaye
Title: Chief Executive Officer
Company: Davion Healthcare Plc
Exhibit 31.2
SECTION 302 CERTIFICATION
Certification of Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, David Paul Alexander Over, certify that:
I have reviewed this registration statement on Form F-1, Amendment 2 of Davion Healthcare Plc;
Based on my knowledge, this registration statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this registration statement;
Based on my knowledge, the financial statements, and other financial information included in this registration statement, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this registration statement;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this registration statement is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this registration statement our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this registration statement based on such evaluation; and
d) Disclosed in this registration statement any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 7, 2025
By: /s/ David Paul Alexander Over
Name: David Paul Alexander Over
Title: Commercial Director (Principal Financial Officer)
Company: Davion Healthcare Plc
Exhibit 32
SECTION 906 CERTIFICATION
Certification of Principal Executive Officer and Principal Financial Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Registration Statement of Davion Healthcare Plc (the “Company”) on Form F-1, Amendment 2 as filed with the Securities and Exchange Commission (the “Report”), the undersigned, in the capacities indicated below, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 7, 2025
By: /s/ Jack Harry Kaye
Name: Jack Harry Kaye
Title: Chief Executive Officer
Company: Davion Healthcare Plc
By: /s/ David Paul Alexander Over
Name: David Paul Alexander Over
Title: Commercial Director (Principal Financial Officer)
Company: Davion Healthcare Plc
Exhibit 99.1
Declaration of Conformity Regulation (EU) 2017/745 of the European Parliament and of the Council of 5 April 2017 concerning Medical Devices This Declaration of Conformity is issued under the sole responsibility of the Manufacturer. The undersigned declares that the products described in this document meet the requirements of Regulation (EU) 2017/745 that apply to them and the CE Mark may be affixed. BREAST CHECK TM Product Name / Catalog Number: Davion Healthcare PLC Victory House 205 Archbishop Makarios Avenue 3030 Limassol Cyprus Legal Manufacturer: (Name on Label) 506101856BREASTCHECKGY Basic UDI - DI: BREAST CHECK TM Single Variant Product Variants: BREAST CHECK TM is intended to measure skin temperature differentials across the breasts of females. Intended Purpose: Class I [Rule 1] MDR Classification: Self - certification - In conformity with Annex IX of the Medical Device Regulation 2017/745 Medical Device Regulation Assessment Route: Name Jack Kaye Position Chief Executive Officer Signed Date 29/08/2023 Place Cyprus Who is the natural and legal person with responsibility for the design, manufacture, packaging and labelling before the device is placed on the market under this manufacturer’s name regardless of whether these operations are carried out by the manufacturer or on their behalf by a third party . Version: 01 Date: 29 August 2023 Page 1 of 2 /s/
Appendix I – Applicable Standards This present declaration is also in conformity with the following European standards and Common Specifications (CS): Version: 01 Date: 29 August 2023 Page 2 of 2 Description Standard/CS/Document Name Regulation (EU) 2017/745 of the European Parliament and of the Council of 5 April 2017 concerning Medical Devices 2017/745 Information supplied by the manufacturer of medical devices EN 1041:2008 Medical Devices – Quality Management Systems – Requirements for Regulatory Purposes EN ISO 13485:2016 Medical Devices – Application of Risk Management to Medical Devices EN ISO 14971:2019 Medical Devices – Symbols to be used with medical device labels, labelling and information to be supplied – Part 1 General Requirements EN ISO 15223 - 1:2021 Appendix II – Product Listing/Schedule EMDN Code Device Name V030199 Body Temperature Measuring Devices – Other BREAST CHECK TM Version History Description Date Compiled by Version New document 29 AUG 2023 A Micklethwaite 1
Exhibit 99.2
The Board of Directors Davion Healthcare Plc The Cube
Monahan Road Cork
Ireland
| T12 H1XY | 3rd March 2025 |
Dear Sirs,
Re: Waiver of Salary under Service Contracts
We refer to our respective service agreements with Davion Healthcare Plc, each dated January 1, 2025 (the “Service Agreements”).
We hereby confirm and agree that, notwithstanding any provision of the Service Agreements, we voluntarily waive our entitlement to receive any salary from the Company until such time as the Company’s ordinary shares are listed on the Nasdaq Stock Market.
We further confirm that we irrevocably waive any right to accrue or claim unpaid salary in respect of the period prior to such listing.
This waiver shall be governed by and construed in accordance with the laws of Ireland.
Yours faithfully,
/s/ Jack Kaye
Name: Jack Harry Kaye
Title: Chief Executive Officer
/s/ David Over
Name: David Over
Title: Chief Commercial Officer
Exhibit 99.3
DAVION HEALTHCARE PLC
Directors’ Lock-In Agreement
This Lock-In Agreement (“Agreement”) is made on the date of signing below.
WHEREAS:
| 1. | The Board of Directors of Davion Healthcare Plc (the “Company”) resolved at its meeting held on January 6th 2025 (the “Board Minutes”) that all directors of the Company shall be subject to a lock-in of their shareholdings for a period of ninety (90) days commencing on the date on which the Company’s ordinary shares are first admitted to trading on the Nasdaq Stock Exchange (the “Listing Date”). | |
| 2. | Each of the undersigned directors is a director of the Company and wishes to confirm his/her agreement to be bound by the lock-in described in the Board Minutes. |
NOW IT IS AGREED as follows:
| 1. | Lock-In Commitment Each director hereby undertakes that he/she shall not, without the prior written consent of the Board of Directors of the Company (or as otherwise required by law or regulation), sell, transfer, assign, charge, pledge, or otherwise dispose of, or agree to do any of the foregoing in respect of, any shares in the Company held by him/her (whether directly or indirectly) for a period of ninety (90) days from the Listing Date. | |
| 2. | Acknowledgement of Board Minutes Each director acknowledges and confirms that this Agreement is made pursuant to, and in furtherance of, the resolution recorded in the Board Minutes. | |
| 3. | Governing Law This Agreement shall be governed by and construed in accordance with the laws of Ireland. |
Executed by the directors as a deed on the dates set opposite their names:
| Name of Director | Signature | Date | ||
| Sir Eric Peacock | /s/ Eric Peacock | 17th September 2025 | ||
| Jack Kaye | /s/ Jack Kaye | 17th September 2025 | ||
| David Over | /s/ David Over | 17th September 2025 | ||
| Kevin Riches | /s/ Kevin Riches | 17th September 2025 | ||
| Susan M King | /s/ Susan M King | 17th September 2025 | ||
| Julian Sluyters | /s/ Julian Sluyters | 17th September 2025 |
Exhibit 99.4
| MALBRITE LTD |  |
| WithumSmith + Brown PC | |
| 1835 Market Street | |
| Suite 1710 | |
| Philadelphia | |
| PA 19103-2945 | |
| USA | 22nd October 2025 |
Dear Sirs
Letter of Financial Support for Davion Healthcare Plc
We write to confirm that we have been providing financial support to Davion Healthcare Plc, a public limited company (now incorporated in the Republic of Ireland. and previously incorporated in Cyprus], for the past two years to assist in meeting the company’s financial obligations.
We acknowledge that Davion Healthcare Plc has relied on this financial support in maintaining its operations.
We hereby confirm that Malbrite Ltd, will continue to provide financial support as necessary to enable Davion Healthcare Plc to meet its costs and obligations as they fall due for a period of at least 18 months from the date of the signing of the company's audited financial statements for the financial year ended 31 December 2024, or until such time as the company is able to generate sufficient funds to meet its financial obligations independently, whichever is the sooner.
This support will be provided on terms that ensure the company remains a going concern, and we confirm that we have the necessary financial resources available to meet these commitments. However, this letter does not constitute a legally binding obligation on our part, nor does it create any contractual liability or commitment beyond our stated intention to provide such support.
Should you require any further clarification, please do not hesitate to contact us.
Yours faithfully,
/s/ Jack Kaye
Jack Kaye
Chief Executive Officer
264 High Street
Beckenham
Kent BR3 1DZ
United Kingdom
+44 203 355 3215 admin@malbrite.com
www.malbrite.com
Company Registration Number: 11598283
Registered Office: 264 High Street, Beckenham, Kent, BR3 1DZ, United Kingdom