Kestra Medical Technologies, Ltd S-1/A, filed Mar 3, 2025
Kestra Medical Technologies, Ltd. (KMTS)
As filed with the Securities and Exchange Commission on March 3, 2025
Registration No. 333-284807
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Kestra Medical Technologies, Ltd.
(Exact name of registrant as specified in its charter)
| Bermuda | 3841 | Not Applicable | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
3933 Lake Washington Blvd NE, Suite 200
Kirkland, Washington 98033
(425) 279-8002
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Brian Webster
Chief Executive Officer
3933 Lake Washington Blvd NE, Suite 200
Kirkland, Washington 98033
(425) 279-8002
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Sophia Hudson, P.C. Christie W.S. Mok |
Traci S. Umberger General Counsel and 3933 Lake Washington Blvd NE, Suite 200 Kirkland, Washington 98033 Telephone: (425) 279-8002 |
Ilir Mujalovic Allen Overy Shearman Sterling US LLP 599 Lexington Avenue New York, New York 10022 Telephone: (212) 848-400 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.
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, please 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 a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ | |||||
If an emerging growth company, 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 to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Kestra Medical Technologies, Ltd. is filing this Amendment No. 2 (the “Amendment”) to its Registration Statement on Form S-1 (File No. 333-284807) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibit. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II—INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits.
| Exhibit No. |
Description | |
|
23.2 |
| |
| 23.3 | Consent of Walkers (Bermuda) Limited (included as part of Exhibit 5.1)* | |
| 24.1 | Power of Attorney (included in signature page)* | |
| 107 | Filing Fee Table* | |
| * | Previously filed. |
| + | Indicates management contract or compensatory plan. |
| # | Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(10) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission on request. |
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Kirkland, Washington, on the 3rd day of March, 2025.
| KESTRA MEDICAL TECHNOLOGIES, LTD. | ||
| By:
|
/s/ Brian Webster | |
| Name: | Brian Webster | |
| Title: | President and 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/ Brian Webster Brian Webster |
President, Chief Executive Officer and Director (Principal Executive Officer) | March 3, 2025 | ||
| /s/ Vaseem Mahboob Vaseem Mahboob |
Chief Financial Officer (Principal Financial and Accounting Officer) | March 3, 2025 | ||
| * Traci S. Umberger |
General Counsel, Chief Administrative Officer and Director | March 3, 2025 | ||
| * Jeffrey Schwartz |
Director, Chairman of the Board of Directors | March 3, 2025 | ||
| * Christopher Gordon |
Director | March 3, 2025 | ||
| * Kevin Reilly |
Director | March 3, 2025 | ||
| * Maxwell Bikoff |
Director | March 3, 2025 | ||
| * Mary Kay Ladone |
Director | March 3, 2025 | ||
| * Raymond W. Cohen |
Director | March 3, 2025 | ||
| * Toby AuWerter |
Director | March 3, 2025 | ||
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Registration Statement, solely in its capacity as the duly authorized representative of Kestra Medical Technologies, Ltd., in Kirkland, Washington, on March 3, 2025.
| KESTRA MEDICAL TECHNOLOGIES, INC. | ||
| By:
|
/s/ Brian Webster | |
| Name: | Brian Webster | |
| Title: | President and Chief Executive Officer | |
Exhibit 10.13
January 23, 2025
Al Ford
Via email: [***]
Dear Al,
We are pleased to invite you to join the Kestra Medical Team. Kestra develops highly reliable, innovative technology solutions for at-risk patients that optimizes, protection, comfort, control, and recovery. We are committed to being the best; to hire the most talented people and provide them with the tools, resources, and support they need to succeed. The position we are offering is:
| Business Title: | Chief Commercial Officer | |
| Reporting to: | Brian Webster, CEO | |
| Base Salary: | $500,000.00 (Five Hundred Thousand Dollars); This position is exempt from the Fair Labor Standards Act and state wage and hour law. | |
| Annual Bonus: | A variable annual incentive bonus equivalent to 60% of base salary at plan. The bonus will be converted to a percentage of the Kestra revenue plan (i.e. for FY25, .0045 x Kestra actual revenue), providing unlimited opportunity for over-achievement. | |
| Benefits: | Kestra offers comprehensive benefits including medical, dental, and vision plans, a 401(k) plan, life and accidental death insurance, a long-term disability plan, and a paid time-off (PTO) policy. Please see the attached “Kestra Benefits Fact Sheet” for additional details. | |
| PTO: | Unlimited | |
| Kestra Equity: | You will be eligible to receive Kestra Equity; subject to approval by the Kestra Board of Directors. This will include a sign on award worth Two Million Dollars and thereafter, annual grants each worth Two Million Dollars, the first of which will be awarded in June of 2025. | |
| Start Date: | February 11, 2025 | |
|
January 23, 2025 Page 2 of 2 |
This offer of employment, and your start date are contingent upon: (i) passing a substance test; (ii) successful verification of your past employment and educational history; (iii) a criminal background check; (iv) verification of your eligibility to work in the United States, (v) you signing Kestra’s Team Member Agreement. This offer is also contingent upon you not being subject to the terms of any agreement that would prevent you from working for Kestra at the offered position. Your employment with Kestra will be “at-will.” This means that you are free to resign your job at any time, without notice and without any cause. Similarly, Kestra can terminate you at any time, without notice and without cause. This at-will employment relationship can only be changed if you have entered into a written employment agreement signed by an authorized member of the Board of Directors.
Kestra complies with the provisions of the Immigration Reform and Control Act and employs only those individuals who are authorized to work in the United States. On or before your start date you must complete Section 1 of Form 1-9. If you choose to accept this offer, please sign this letter and return via email to [***].
Once we receive your acceptance, we will initiate the background and drug & alcohol screening processes and provide you with further information and instructions. We are excited to ask you to join our team and we are confident you will make an important contribution to the growth and development of the Kestra Team. If you have any questions, please reach out to Brian Webster or myself.
| Sincerely, |
| /s/ Traci S. Umberger |
| General Counsel & CAO |
| I, AL FORD, ACCEPT THIS OFFER OF EMPLOYMENT | ||||
| /s/ Al Ford | January 24, 2025 | |||
| Signature | Date | |||
