Medinotec Inc S-1/A, filed Aug 4, 2022
Medinotec Inc. (MDNC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1/A
Amendment No. 1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MEDINOTEC INC.
(Exact name of registrant as specified in its charter)
| Nevada | 3841 | 36-4990343 |
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(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
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Northlands Deco Park | 10 New Market Street | Stand 299 Avant Garde Avenue | North Riding | 2169 +27 87 330 2301 |
Spring Valley Solutions, LLC 4955 S. Durango Rd. Ste. 165 Las Vegas, NV 89103 (702) 982-5686 | |
| (Address, including zip code, and telephone number, including area code, of principal executive offices) | (Name, address, including zip code, and telephone number, including area code, of agent for service) | |
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Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes 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, smaller reporting company, or an emerging growth 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.
| 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 pursuant 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 THE REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.
With copies to:
Scott Doney, Esq.
The Doney Law Firm
4955 S. Durango Rd. Ste. 165
Las Vegas, NV 89103
Telephone: (702) 982-5686
The information in this prospectus is not complete and may be changed. This prospectus is included in a registration statement that we filed with the Securities and Exchange Commission. The Selling Shareholders cannot sell these securities under this registration statement until this registration statement becomes effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Completion, dated August 4, 2022
PROSPECTUS
MEDINOTEC INC.
1,733,750 Shares of Common Stock
This prospectus relates to the resale by the Selling Shareholders of up to 1,733,750 shares of our Common Stock, par value $0.001 per share (the “Common Stock”). We will not receive any proceeds from this offering and have not made any arrangements for the sale of these securities. We will use our best efforts to maintain the effectiveness of the resale registration statement through and until all securities registered under the registration statement have been sold or are otherwise able to be sold pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended.
Our Common Stock is not presently traded on any market or securities exchange. The sales price to the public is fixed at $5.00 per share until such time as the shares of our Common Stock are traded on the OTCQB or OTCQX. This quotation service is a network of securities dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current “bids” and “asks,” as well as volume information. Although we intend to apply for quotation of our Common Stock on the OTCQB or OTCQX through a market maker, public trading of our common stock may never materialize. If our Common Stock becomes traded on the OTCQB or OTCQX, then the sale price to the public will vary according to prevailing market prices or privately negotiated prices by the Selling Shareholders.
We have agreed to pay certain expenses in connection with this registration statement and to indemnify the Selling Shareholders against certain liabilities. The Selling Shareholders will pay all underwriting discounts and selling commissions, if any, in connection with the sale of the shares of Common Stock.
Dr. Gregory Vizirgianakis, our Founder, President, Chief Executive Officer and a member of our board of directors, controls our company with an 81% vote on all matters regarding shareholder approval by virtue of his ownership in our common stock. He is able to exercise significant influence over our company, including the election of directors, the approval of significant corporate transactions, and any change of control of our company.
We are an "emerging growth company" under the federal securities laws and will be subject to reduced public company reporting requirements. Investing in our common stock involves risks. See "Risk Factors" beginning on page 6 .
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.
The date of this prospectus August 4, 2022
Table of Contents
This prospectus is part of a registration statement we filed with the Securities and Exchange Commission, or the SEC. Under this registration process, the selling shareholders may, from time to time, offer and sell up to 1,733,750 shares of our common stock, as described in this prospectus, in one or more offerings. This prospectus provides you with a general description of the securities the selling shareholders may offer. You should read this prospectus carefully before making an investment decision.
You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with additional or different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the shares of our common stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any common stock in any circumstances or any jurisdiction in which such offer or solicitation is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus regardless of the time of delivery of this prospectus or any sale of our common stock. The rules of the SEC may require us to update this prospectus in the future.
ABOUT FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference herein include statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “expects,” “may,” “will,” “should,” “seeks,” “projects,” “approximately,” “intends,” “plans,” “estimates” or “anticipates,” or, in each case, their negatives or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements include discussions of strategy, financial projections, guidance and estimates (including their underlying assumptions), statements regarding plans, objectives, expectations or consequences of various transactions, and statements about the future performance, operations, products and services of the Company and its subsidiaries. We caution our shareholders and other readers not to place undue reliance on such statements.
Our businesses and operations are and will be subject to a variety of risks, uncertainties and other factors. Consequently, actual results and experience may materially differ from those contained in any forward-looking statements. Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the risk factors set forth in the section entitled “Risk Factors” beginning on page 6 of this prospectus.
All written or oral forward-looking statements attributable to us or any person acting on our behalf made after the date of this prospectus are expressly qualified in their entirety by the risk factors and cautionary statements contained in and incorporated by reference into this prospectus. Unless legally required, we do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.
The following summary highlights selected information contained elsewhere in this prospectus and in the documents incorporated by reference in this prospectus and does not contain all the information you will need in making your investment decision. You should carefully read this entire prospectus and the documents incorporated by reference in this prospectus before making an investment decision, especially the information presented under the heading “Risk Factors.”
Organizational Structure
It is important to draw the reader’s attention to the companies involved in our organizational structure and certain definitions. Medinotec Inc., a Nevada corporation, is conducting this offering and will be responsible for handling sales in the United States for our products, but our operations are currently carried out primarily through DISA Medinotec Proprietary Limited, a South African company, which is a wholly owned subsidiary of Medinotec Capital Proprietary Limited Incorporation, a South African company, which is a wholly-owned subsidiary of Medinotec Inc.
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Footnote 1: This company was incorporated in Nevada in April of 2021. Currently this company only houses the directorship and management of the business and owns the subsidiary, Medinotec Capital Proprietary Limited, which in turn wholly owns DISA Medinotec Proprietary Limited. The intention is that Medinotec Inc. will facilitate all sales into the United States in the future and the operational activities described in the business plan section will develop in and around this company. This company is conducting the Offering.
Footnote 2: This company was established and incorporated by Medinotec Inc. to establish an investment holding company on the continent of Africa. The intention in the future will be that the same structure gets established for any continent on which Medinotec Group of Companies would like to expand into. Consolidating all African investments under one holding company simplifies the transfer pricing policies inter group and would ensure a lower risk of breaching any transfer pricing regulations set by African regulators.
Footnote 3: This is the operational company acquired by Medinotec Capital in March of 2022 . This company manufactures and develops most of the products that are expected to be sold to Medinotec Inc., from where the American market will be established. It is a medical device manufacturing and distribution company with distribution channels predominately in South Africa, but also in the Middle East, South America, Europe and portions of Asia, with plans to enter the markets in North America and other FDA comparable countries such as Australia, Japan and China. The inclusion of this business into the business plan was contingent on Medinotec Inc. proving to the owners of DISA Medinotec Proprietary Limited that it could raise a minimum of $3 million in a private placement to pursue its planned American expansion. The company proved feasibility of the raise in March 2022 even though it was only concluded in May 2022, Therefore DISA Medinotec Proprietry Limited was acquired on March 2, 2022.
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Footnote 4: This is the combined Group Name of Medinotec Inc. and all its subsidiaries as mentioned in footnote 1-3. As used in this prospectus, unless the context requires otherwise, the terms “we”, “us”, “our”, or “the Company” refer to Medinotec Inc. and its subsidiaries on a consolidated basis and the risks and business plan have been described on a basis to include DISA Medinotec Proprietary Limited as if this company formed part of the group already. The inclusion of this company is deemed to be required and essential when describing the risks and business plan so that the reader of the prospectus can get a view of the completed group structure. Where the words “we”, “us”, “our”, or “the Company” is used under a heading that specifically refers to another entity within the Medinotec Group of Companies it should be perceived that for that specific heading the use of these wording and naming conventions will be restricted to the entity in the heading,
References to “Selling Shareholders” refer to those shareholders listed herein under “Selling Shareholders” and their successors, assignees and permitted transferees.
Business Summary
Medinotec Inc. established Medinotec Capital Proprietary Limited in South Africa as a wholly owned subsidiary, which in turn acquired DISA Medinotec Proprietary Limited, after successfully proving that a private placement of a minimum of $3 Million was feasible.
Medinotec Capital Proprietary Limited acquired DISA Medinotec Proprietary Limited (therefore establishing the Medinotec Group of Companies) (see page 33 of this Prospectus for the history of the Company), a South African based medical device manufacturing and distribution company. The Medinotec Group of Companies is currently in management’s opinion considered a global leader in tracheal non-occlusive airway dilation technology. This belief of management was formed on the fact that there are a number of airway dilation balloons that are offered for the management of tracheal stenosis, but to our knowledge all of them are occlusive in nature. The fact that the Trachealator is a non-occlusive airway solution, allowing for continuous ventilation during dilation, results in management believing that we could be regarded as a global leader in this technology.
Medinotec Inc. was formed in Nevada and is at the moment a holding company, but it is expected to facilitate the sales of all products in the United States directly in the near future. Therefore, over time, as we implement our business plan and realize commercial operations in the United States, we believe Medinotec Inc. will become the primary operating company within the Medinotec Group of Companies and the South African DISA Medinotec Proprietary Limited will be the manufacturing platform for the operations in the United States and other countries.
The Central Reserve Bank of South Africa oversees the flow of currency in and out of the republic of South Africa and the South African Revenue services oversee all transfer pricing issues. The Medinotec Group of Companies has a transfer pricing bench marking in place for future planned transactions between its South African subsidiaries and Medinotec Inc., its U.S. parent company, and makes use of an external exchange control advisor to ensure any cross-border transactions complies with the requirements of both the Reserve Bank and the South African Revenue services. This is an approval process for the flow of funds and therefore may cause timing delays to transfer funds cross border but does not mean that it is disallowed entirely. We have successfully concluded a Private Placement during May of 2022 to the value of $ 3.3 million in the name of Medinotec Inc., which raise provided enough cashflow to fund our expected American operations and therefore we do not foresee that in the near future there will be intercompany or cross border dependence for operational activities. We believe that once Medinotec Inc. establishes its own sales network the company is expected to become self-sustaining.
Thanks to our proprietary technology, we were the first in South Africa to manufacture a CE-Marked bare metal coronary stent, the Solar Flex Stent, which was successfully implanted in thousands of coronary artery disease patients for over two decades.
While the Solar Flex was discontinued in 2019 as a result in a shift in coronary stent technology towards drug eluting stents and bioabsorbable scaffolds, DISA Medinotec Proprietary Limited had already designed and developed a range of Semi-Compliant Percutaneous Transluminal Coronary Angioplasty (“PTCA”) balloon catheters known as the Cape Cross.
DISA Medinotec Proprietary Limited products also include the Cape Cross Non-Compliant (“NC”) PTCA balloon catheter and a range of medical devices and products, as described below and in depth in the “Our Key Products” section on page 43 of this Prospectus.
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In 2018 DISA Medinotec Proprietary Limited developed its most innovative product to date – the Trachealator. This award-winning (Medical Design Excellence Awards – Gold Winner) balloon catheter was developed to address an as-yet unmet supply need in the specialty of advanced airway management, more specifically tracheal dilation. What makes this innovative product a world first is its ability to dilate a patient’s airway while maintaining ventilation to the patient without obstructing his/her airway.
This life-saving device has quite literally changed the way that tracheal and, to a degree, bronchial stenosis, is managed in extremely ill patients. This is especially true in a post Covid-19 world where tracheal stenosis due to extended tracheal intubation is becoming an ever more frequent pathology encountered by surgeons, who, thanks to The Medinotec Group of Companies, now have a safe and effective tool at their disposal.
Other products manufactured by The Medinotec Group of Companies include:
| § | The “Lamprey” Suction Dissector, a surgical tool used in the fields of neurosurgery, ear, nose and throat (“ENT”) surgery and general surgery to combine the processes of suctioning blood out of the surgeon’s field of view while allowing him/her to dissect sensitive structures without having to change instruments. |
| § | The Aortic Perfusion and Dilation Catheter, a non-occlusive perfusion balloon to allow the expansion of the aortic valve (“BAV” or Balloon Aortic Valvuloplasty) without impeding the cardiac output, which is currently in the mid stages of research and development and could potentially be used to post-dilate the artificial valve in Transcatheter Aortic Valve Implantation (“TAVI”), a rapidly growing market, without the need for pacing. |
| § | A highly specific, niche Chronic Total Occlusion (“CTO”) Catheter of 1mm in diameter. This micro balloon catheter addresses an extremely specific market need for difficult coronary cases and will cement our position as one of the leading specialized coronary balloon catheter manufacturers in the world. |
| § | A new self-expanding, temporary, silicone Tracheal Stent to be used in conjunction with the Trachealator in the treatment of tracheal stenosis. The complimentary nature of this product will build on our current expertise in the field of advanced airway management. |
The Trachealator was granted approval by the FDA through the 510(k) substantially equivalence process for Class II medical devices. The FDA approval was given for the use of the device in dilatation techniques to open or expand stenosis in the airway.
The Cape Cross semi-compliant and non-compliant PTCA balloon catheters received the CE Mark and are expected to be submitted for FDA approval by the third quarter of 2022. The Conformitè Europëenne (CE) Mark is defined as the European Union’s (EU) mandatory conformity marking for regulating the goods sold within the European Economic Area (EEA) since 1985. The CE marking represents a manufacturer’s declaration that products comply with the EU’s New Approach Directives. These directives not only apply to products within the EU but also for products that are manufactured in or designed to be sold in the EEA.
Lamprey Suction Dissector also received the CE Mark. The product will be submitted for FDA approval in the near future once a feasibility study has been concluded.
Aortic Perfusion & Dilation Catheter is in R&D, testing and pre-production prototyping stages of development – it is envisaged to be submitted for FDA approval in of the 2023 financial year.
The Micro CTO catheter is in the R&D, testing and pre-production phases of development but due to the similarities to the Cape Cross catheters, it is expected to be submitted to the FDA by the end of the 2023 financial year.
The tracheal stent is still in the in R&D, testing and pre-production stages of development and its submission to FDA is envisaged to be possible during 2023 financial year.
This business plan is drafted around the expected success of the Trachealator for which FDA was already approved, all other products have a limited bearing on the business plan in totality.
For the remainder of the products, for example the Cape Cross Balloon Catheter family of products, we do not foresee any material objections by the FDA following the 510(k) pathway as these are commoditized products and aligned with similar products in the market already. Therefore, these are not new inventions and also do not hold any novel attributes. These products have obtained the CE Mark and therefore we have the ability to create a European market in what we believe is the unlikely instance of a hold up in the FDA process. Similarly, the Chronic Total Occlusion catheter has no unique features when compared to other competitive products in the market and therefore we do not anticipate any regulatory push back that cannot be adjusted or modified with ease to comply.
The principles in the design of the Aortic Prefusion and Dilution catheter are similar to those employed in the design of the Trachealator and therefore the risk in not achieving appropriate regulatory approvals is minimal since the Trachealator already received FDA and CE Mark.
The Tracheal Stent and Lamprey are the only products that could be considered as having in our opinion novel and innovative features over other competitive products in the market and therefore pose a risk of potential significant delays due to their novelty. It should be noted that the Lamprey already achieved the CE Mark.
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It is our intention to maintain Disa Medinotec’s Proprietary Limited’s manufacturing operations in South Africa, building on the extensive skills we have established in that country. These critical skills are also available to us at a relatively lower cost than they would be in the United States, with an estimated saving of 85% to 90% being achieved using our human resources skills and manufacturing facilities in South Africa, our primary territory. Through this listing, we intend building a powerfulc distribution arm in the US, with a highly competent local sales force, thus creating jobs for US citizens and bolstering the country’s economy and intellectual property (“IP”). A private placement commenced in March where $3.3 Million was raised and concluded in May of 2022 and therefore this cash will be deployed to establish infrastructure and employ a work force in the United States.
Readers are cautioned to carefully review the risk factors that the Company has provide in the Section entitled “Risk Factors” later on in this prospectus. This Section includes all the material risks that affect the Medonitec Group of Companies. In management’s opinion, without minimizing the other risk factors the Company faces, the most material risks that should be considered when reading this prospectus are that there may be a delay or failure to commercialize the product. This can stem from either delays to obtain funder approvals to reimburse the products or alternatively the fact that funders may approve a lower reimbursement level which may leave the business plan in a situation where its forecasted profitability and profit time lines cannot be achieved or become delayed or that surgeons cannot be convinced of the benefits of this product and therefore the actual market or uptake will be slower than expected. If these risks were to occur, management would need to raise additional funding to ensure viability of the business during these delay phases.
On March 2, 2022 Medinotec Inc. proved the viability of its business plan to the Shareholders of DISA Medinotec Proprietary Limited in South Africa, which meant that a business combination under common control originated on this date.
As of February 28, 2022, Medinotec Inc., we had $10,164 in current assets and current liabilities in the amount of $0. Accordingly, Medinotec Inc. had working capital of $10,164 as of February 28, 2022. It incurred a net loss of $161 for the year ended February 28, 2022.
As of February 28, 2022, DISA Medinotec Proprietary Limited had $711,537 in current assets and current liabilities in the amount of $209,018. Accordingly, it had working capital of $502,519 as of February 28, 2022. DISA Medinotec Proprietary Limited has incurred net losses of $167,154 and 36,683 for the years ended February 28, 2022 and 2021, respectively. It has an accumulated deficit as of February 28, 2022 of $476,480 (2021: $309,326), and expects to incur future additional losses as the Medinotec Group of Companies builds out the territory of the United States and expects to return to profitability once this territory establishes a sales force. We have cash available on hand and believe that this cash will be sufficient to fund operations and meet our obligations as they come due within one year from the date these financial statements are issued. In the event that we do not achieve revenue anticipated in its current operating plan, management has the ability and commitment to reduce operating expenses as necessary. Our long-term success is dependent upon our ability to successfully raise additional capital, market our existing services, increase revenues, and, ultimately, to achieve profitable operations.
As of May 31, 2022, the combined Medinotec Group of Companies had $4,226,878 in current assets and current liabilities in the amount of $233,238 Accordingly, the Medinotec Group of Companies had working capital of $3,993,640 as of May 31, 2022. The Medinotec Group of Companies had incurred a net loss of $63,086 for the quarter ended May 31, 2022.
Our financial statements have been prepared on
a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal
course of business. We received FDA 510(k) approval through the substantially equivalence process for Class II medical devices for our
main product being the Trachealator in November 2021. As the research and development phase of this product has been completed we expect
to see an increase in sales being realized against expenditure incurred. A private placement was done in the wake of the successful research
and development and subsequent regulatory approval.
The Offering
| Common stock offered by the Selling Shareholders | 1,733,750 shares of common stock. |
| Selling Shareholders | See “Selling Shareholders” beginning on page 24. |
| Common stock outstanding | 11,733,750 common shares as of July 25, 2022. |
| Use of proceeds | We will not receive any proceeds from the sale or other disposition of the shares of common stock covered by this prospectus. |
| Offering price |
The offering price of the common stock is $5.00 per share. There is no public market for our common stock. We cannot give any assurance that the shares offered will have a market value, or that they can be resold at the offered price if and when an active secondary market might develop, or that a public market for our securities may be sustained even if developed. The absence of a public market for our stock will make it difficult to sell your shares in our stock.
We intend to apply to the OTCQB OR OTCQX, through a market maker that is a licensed broker dealer, to allow the trading of our common stock upon our becoming a reporting entity under the Securities Exchange Act of 1934. If our common stock becomes so traded and a market for the stock develops, the actual price of stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling shareholders. The offering price would thus be determined by market factors and the independent decisions of the selling shareholders. |
| Risk Factors | You should consider the matters set forth under “Risk Factors” beginning on page 6 , as well as other cautionary statements throughout or incorporated by reference in this prospectus, before deciding to invest in shares of our common stock. |
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Readers and prospective investors in our common stock should carefully consider the following risk factors as well as the other information contained or incorporated by reference in this prospectus.
If any of the following risks actually occurs, our financial condition, results of operations and liquidity could be materially adversely affected. If this were to happen, the value of our common stock could decline, and if you invest in our common stock, you could lose all or part of your investment.
The discussion below highlights some important risks we have identified related to our business and operations and an investment in shares of our common stock, but these should not be assumed to be the only factors that could affect our future performance and condition, financial and otherwise. We do not have a policy of updating or revising forward-looking statements except as otherwise required by law, and silence by management over time should not be construed to mean that actual events are occurring as estimated in such forward-looking statements.
Risks Related to Financial Condition
The Medinotec Group of Companies’ substantial leverage and debt service obligations could adversely affect the business.
As of May 31, 2022, the Medinotec Group of Companies had approximately $233,238 of current debt obligations andc $1,837,531 of long-term debt outstanding.
The long term debt is unsecured loan from the related party Minoan Medical Proprietary Limited, which was the prior shareholder of DISA Medinotec Proprietary Limited. During the Covid challenges interest on the loan was waived due to the loan being classified as an equity investment at that stage. The Medinotec Group of Companies has a period of 3 years post any IPO date to repay the loan, during these 3 years the loan will carry interest at the prevailing prime lending rate of the time. The prevailing prime lending rate as of May 31, 2022 in South Africa is 8.25%.
The Medinotec Group of Companies has the option to settle earlier, and settlement can be in cash or shares. Currently the intent is to settle this in shares of Medinotec, Inc. common stock.
The interest charged for the quarter was $35,243 and a 1% movement in the interest rates constitutes a value of $18,375.
As of February 28, 2022, the related party loan had a balance of $1,583,661 with an estimated interest charge of $118,775 per annum at the prevailing prime interest rate of 7.5% at that date. A 1% movement in the interest rates constitutes a value of $15,837.
The interest rate chargeable is a guideline determined by the South African Reserve Bank and gets utilized by financial institutions to determine the financial gain they may derive from a loan. The Prime rate is therefore at arm’s length and justifiable rate that can be applied to a loan within the borders of the Republic of South Africa and therefore complies with the arm’s length definitions in ASC 850-10-50-6.
We may also incur additional indebtedness in the future. This could have adverse consequences, including the following:
| § | making it more difficult for us to satisfy our financial obligations; |
| § | increasing vulnerability to adverse economic, regulatory and industry conditions; |
| § | placing us at a disadvantage to our competitors that are less leveraged; |
| § | limiting the ability to compete and flexibility in planning for, or reacting to, changes in the business and the industry in which we operate; |
| § | limiting the ability to borrow additional funds for working capital, capital expenditures, acquisitions and general corporate or other purposes; and |
| § | exposing us to greater interest rate risk since the interest rate on floating rate borrowings is variable. |
Our debt service obligations require us to use a portion of the operating cash flow to pay interest and principal on indebtedness instead of for other corporate purposes, including funding the future expansion of the business, acquisitions, and ongoing capital expenditures, which could impede growth. If operating cash flow and capital resources are insufficient to service debt obligations, we may be forced to sell assets, seek additional equity or debt financing or to restructure our debt, which could harm long-term business prospects.
Our failure to comply with the terms of our indebtedness could also result in an event of default which, if not cured or waived, could result in the acceleration of all of its debt. If this occurs, we may lose all of our assets and go out of business.
The Medinotec Group of Companies may need additional financing – any limitation on our ability to obtain such additional financing could have a material adverse effect on the business, financial condition, and results of operations.
Our expansion plans may require additional capital and we may need capital to operate our business in response to circumstances caused by the risks in conducting business in this industry. The raising of additional capital could result in dilution to stockholders. In addition, there is no assurance that we will be able to obtain additional capital if we need it, or that if available, it will be available to us on favorable or reasonable terms. Any limitation on our ability to obtain additional capital as and when needed could have a material adverse effect on the business, financial condition and results of operations.
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The Medinotec Group of Companies research and development efforts rely upon investments and investment collaborations, and we cannot guarantee that any previous or future investments or investment collaborations will be successful.
Our mission is to provide a broad range of products to restore patients to fuller, healthier lives, which requires a wide variety of technologies, products and capabilities. The rapid pace of technological development in the medical industry and the specialized expertise required in different areas of medicine make it difficult for one company alone to develop a broad portfolio of technological solution.
In addition to internally generated growth through our research and development efforts, historically we have relied on, and expect to continue to rely on, investments and investment collaborations to provide us with access to new technologies both in areas served by our existing businesses as well as in new areas.
We expect to make future investments where we believe that we can stimulate the development or acquisition of new technologies and products to further strategic objectives and strengthen our existing businesses. Investments and investment collaborations in and with medical technology companies are inherently risky, and we cannot guarantee that any of our previous or future investments or investment collaborations will be successful or will not materially adversely affect the business, results of operations, financial condition and cash flows.
Future changes in financial accounting standards or practices or existing taxation rules or practices may cause adverse or unexpected revenue fluctuations and affect the reported results of operations within The Medinotec Group of companies.
A change in accounting standards or practices or a change in existing taxation rules or practices can have a significant effect on our reported results and may even affect our reporting of transactions completed before the change is effective. This also applies to new standards, practices and rules.
Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct our business. The fact that we operate in multiple territories and have worldwide footprint heightens this risk in specific territories.
Risks Relating to Business Operations
Covid-19 has had, and is expected to continue to have, an adverse effect on the Medinotec Group of Companies, results of operations, financial condition and cash flows, the nature and extent of which are highly uncertain and unpredictable.
Our operations and interactions with healthcare systems, providers and patients around the world expose us to risks associated with public health crises, including epidemics and pandemics such as Covid-19. In particular, the continuing global spread of Covid-19, including corresponding preventative and precautionary measures that we and other businesses, communities and governments are taking to mitigate the spread of the disease, has led to unprecedented restrictions on, disruptions in, and other related impacts on business and personal activities.
In addition to travel restrictions put in place in early 2020, countries, states and governments may continue to close borders, impose prolonged quarantines or other restrictions and requirements on travel. This will further limit the ability to conduct business in-person, requiring businesses to continue to use alternative methods of communication. It is also likely the pandemic will cause an economic slowdown of potentially extended duration, and even a global recession.
Together with the preventative and precautionary measures being taken, as well as the corresponding need to adapt to new and different methods of communicating and conducting business, Covid-19 is having, and is likely to continue to have, an adverse impact on significant aspects of us, including on demand for and supply of products, operations, supply chains and distribution systems. Our strategic investment partners’ ability to research and develop and bring to market new products and services, and our ability to generate cash flow, are being impacted.
Also, as hospital systems continue to prioritize treatment of Covid-19 patients and otherwise comply with government guidelines, certain medical procedures have been suspended or postponed in many of the markets where our products are marketed and sold, which has caused a decrease in the sales of these products. It is not possible to predict the timing of a broad resumption of deferrable medical procedures or to which extent individuals and hospital systems continue to de-prioritize, delay or cancel these procedures. It is also not possible to determine if unemployment or loss of insurance coverage will adversely impact on people’s ability to pay for our products and services. Both circumstances continue to negatively affect the business, cash flows, financial condition and results of operations.
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The pandemic is also placing strain on healthcare systems and hospitals around the world, resulting in adverse financial impacts on those systems, which could result in reduced future expenditure on capital equipment, including our products and services. It could also disrupt product launches of our new products.
Furthermore, a significant number of our suppliers, vendors, distributors and manufacturing facilities have been adversely affected by the Covid-19 pandemic. This includes a negative impact on the ability of their employees to get to their places of work and maintain the continuity of their on-site operations. This could impair our ability to move products through distribution channels to our end customers. Any such delay or shortage in the supply of components or materials may result in our inability to satisfy consumer demand for our products in a timely manner or at all, which in turn could harm our reputation, future sales and profitability.
Covid-19 has impacted and may further impact the economy and capital markets. This includes the negative impact on access to capital markets (including the commercial paper market), foreign currency exchange rates, and interest rates, each of which may adversely impact the business and its liquidity. We could experience loss of sales and profits due to delayed payments or insolvency of healthcare professionals, hospitals and other customers, suppliers and vendors facing liquidity issues. As a result, we may be compelled to take additional measures to preserve our cash flow.
In addition, Covid-19 could adversely impact our ability to retain key employees and to ensure the continued service and availability of skilled personnel necessary to run our complex production processes and operations. This includes executive officers and other members of the management team. It could also impact the ability of third-party suppliers, manufacturers, distributors and vendors to retain their key employees.
To the extent that our management or other personnel are impacted in significant numbers by Covid-19 and are not available to perform their job duties, we could experience delays in, or the suspension of, manufacturing operations, research and product development activities, regulatory work streams, clinical development programs and other important commercial functions. While the impact of Covid-19 has had, and is expected to continue to have, an adverse effect on the business, results of operations, financial condition and cash flows, the nature and extent of such impact remains uncertain and highly unpredictable.
Consolidation in the healthcare industry could have an adverse effect on revenues and results of operations of the Medinotec Group of Companies.
Many healthcare companies, including healthcare systems, distributors, manufacturers, providers, and insurers, are consolidating or have formed strategic alliances. As the healthcare industry consolidates, competition to provide goods and services to industry participants will become more intense. Further, this consolidation creates larger enterprises with greater negotiating power, which they can use to negotiate price concessions. If we must reduce our prices because of industry consolidation, or if we lose customers as a result of consolidation, the business, financial condition, results of operations and cash flows could be adversely affected.
Healthcare industry cost-containment measures could result in reduced sales of the the Medinotec Group of Companies medical devices and medical device components.
Most of our customers and the healthcare providers to whom our customers supply medical devices, rely on third-party payers, including government programs and private health insurance plans, to reimburse some or all of the cost of the procedures in which medical devices that incorporate components our manufacture or assemble are used.
The continuing efforts of governmental authorities, insurance companies and other payers of healthcare costs to contain or reduce these costs could lead to patients being unable to obtain approval for payment from these third-party payers.
If third-party payer payment approval cannot be obtained by patients, sales of finished medical devices that include our components may decline significantly and our customers may reduce or eliminate purchases of these components.
The cost-containment measures that healthcare providers are instituting, both in the US and outside of the US could harm our ability to operate profitably.
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The continuing development of many of our products and offerings depends on our maintaining strong relationships with healthcare professionals, and these professionals are external to the Medinotec Group of Companies.
If we fail to maintain our working relationships with healthcare professionals, many of our products may not be launched and marketed in line with the needs and expectations of the professionals who use and support our products, which could cause a decline in earnings and profitability.
The research, development, marketing and sale of many of our new products depends on our maintaining working relationships with healthcare professionals, relying on them to provide considerable knowledge and experience regarding the development, marketing and sale of products. Physicians assist us as researchers, product consultants, inventors and public speakers.
Any failure to maintain these relationships and expand our network to include new professionals in the territories we enter will have a negative impact on our financial success. In addition, as a result of the Covid-19 pandemic, our access to these professionals has been limited, and travel restrictions, shutdowns and similar measures have impacted the ability to maintain these relationships, thereby affecting the ability to develop, market and sell new and improved products.
Products in the development pipeline of The Medinotec Group of Companies may not come to market or fail to commercialize.
We will, at any time, have several innovative products in the R&D phase. However, some of these projects may fail to come to market of reach commercialize for a number of reasons, which could include competitors releasing a similar product at the same time, a lack of viability in terms of production costs or projected sales, or low/no acceptance in the market, failures on safety and efficacy measures, among other factors.
The Medinotec Group of Companies operate in a highly competitive industry and may be unable to compete effectively.
We compete in medical markets throughout the world, which are characterized by rapid changes resulting from technological advances and scientific discoveries. In the product lines in which we compete, we face competition ranging from large companies with multiple business lines to small, specialized manufacturers that offer a limited selection of niche products. Development by other companies of new or improved products, processes, technologies, or the introduction of reprocessed products or generic versions when our proprietary products lose their patent protection may make existing or planned products less competitive.
We believe our ability to compete depends upon many factors both within and beyond our control, including: product performance and reliability, product technology and innovation, product quality and safety, breadth of product lines, product support services, customer support, cost-effectiveness and price, reimbursement approval from healthcare insurance providers, and changes to the regulatory environment.
Competition may increase as additional companies enter our markets or modify their existing products to compete directly with ours. In addition, academic institutions, governmental agencies and other public and private research organizations also may conduct research, seek patent protection and establish collaborative arrangements for discovery, research, clinical development and marketing of similar products.
These companies and institutions compete with us in recruiting and retaining qualified scientific and management personnel, as well as in acquiring necessary product technologies. From time to time we have lost, and may in the future lose, market share in connection with product problems, physician advisories, safety alerts and publications about our products, which highlights the importance of product quality, product efficacy and quality systems to the business.
In the current environment of managed care, consolidation among healthcare providers, increased competition, and declining reimbursement rates, we have been increasingly required to compete on the basis of price. Further, our continued growth and success depend on our ability to develop, acquire and market new and differentiated products, technologies and intellectual property. As a result, we also face competition for marketing, distribution, and collaborative development agreements, establishing relationships with academic and research institutions and licenses to intellectual property.
In order to continue to compete effectively, we must continue to create, invest in or acquire advanced technology, incorporate this technology into its proprietary products, obtain regulatory approvals in a timely manner, and manufacture and successfully market our products. Given these factors, we cannot guarantee that we will be able to compete effectively or continue its current level of success.
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Reduction or interruption in supply or other manufacturing difficulties may adversely affect operations and related product sales within the Medinotec Group of Companies.
The supply of products requires the timely delivery and exact planning due to most of our raw material either being manufactured by suppliers or imported. These suppliers/strategic partners require a sufficient amount of quality components and materials and is highly exacting and complex, due in part to strict regulatory requirements.
We have generally been able to obtain adequate supplies of such finished goods, raw materials, components, and services. However, for reasons of quality assurance, cost effectiveness, or availability, certain components, raw materials, goods and services needed to fill our supply chain are obtained from various sole suppliers.
Although we work closely with our suppliers to ensure continuity of supply while maintaining high quality and reliability, the supply of these goods, components, raw materials and services may be interrupted or insufficient. In addition, due to the stringent regulations and requirements of regulatory agencies, regarding the manufacture and import/export of our products, we may not be able to quickly establish additional or replacement sources. In addition, a reduction or interruption in supply, and an inability to develop alternative sources for such supply, could adversely affect our ability to supply products in a timely or cost-effective manner and could result in lost sales.
Other disruptions in the supply chain process or product sales and fulfilment systems for any reason, including equipment malfunction, failure to follow specific protocols and procedures, supplier facility shut-downs, defective raw materials, wars and conflict, natural disasters such as hurricanes, tornadoes or wildfires, property damage from riots, and other environmental factors and the impact of epidemics or pandemics, such as Covid-19, and actions by businesses, communities and governments in response, could lead to launch delays, product shortage, unanticipated costs, lost revenues and damage to our reputation. For example, in the past we have experienced an information technology (“IT”) systems interruption that affected our customer ordering, distribution, and manufacturing processes, and is currently adversely impacted by the global Covid-19 pandemic. Furthermore, any failure to identify and address manufacturing problems prior to the release of products to customers could result in quality or safety issues.
In addition, several key components are manufactured or sterilized at a particular facility, with limited alternate facilities. If an event occurs that results in damage to or closure of one or more of such facilities, such as the damage caused by natural disasters, power outages, civil unrest and other factors, we may be unable to manufacture or sterilize the relevant products at the previous levels or at all. Because of the time required to approve and license a manufacturing or sterilization facility, a third-party may not be available on a timely basis to replace production capacity in the event manufacturing or sterilization capacity is lost.
In order to manage any supply chain risk, we have identified key and crucial components in our manufacturing lines that we deem not to be readily available, and we have vetted 2-3 trusted suppliers, which we believe mitigates the risk of becoming overly reliant on a specific supplier. Despite this precaution, there is no assurances that we will be able to secure the materials needed if the event these sources are unable to fulfil orders. Any failure in the supply chain would result in lack of inventory and the inability to sell product. For all other non-key materials, we find that these are readily available from a variety of suppliers and therefore, the risk of sourcing them is minimal or non-existent.
Failure of the Medinotec Group of Companies to integrate acquired businesses into operations successfully, as well as liabilities or claims relating to such acquired businesses, could adversely affect the business; agreements and contracts entered into with partners and other third parties may not be successful.
As part of our strategy to develop and identify new products and technologies, we have made significant investment in our in-house IP, and may make acquisitions in the future in an effort to bolster both our IP and our product range. Integration of the operations of acquired businesses will require significant efforts, which result in additional expenses and involve significant amounts of management’s time that cannot then be dedicated to other projects.
Failure to manage and coordinate the growth of acquired companies successfully could also have an adverse impact on the business. Furthermore, acquired businesses may have liabilities, or be subject to claims, litigation or investigations that were not anticipated, or which exceed estimates at the time of the acquisition.
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In addition, we cannot be certain that the businesses we acquire will become profitable or remain so. Factors that will affect the success of any acquisitions made by us include:
| § | the presence or absence of adequate internal controls and/or significant fraud in the financial systems of acquired companies; |
| § | the ability or inability to integrate IT systems of acquired companies in a secure and reliable manner; |
| § | liabilities, claims, litigation, investigations or other adverse developments relating to acquired businesses or the business practices of acquired companies, including investigations by governmental entities, potential US Foreign Corrupt Practices Act (“FCPA”) or product liability claims or other unanticipated liabilities; |
| § | any decrease in customer loyalty and product orders caused by dissatisfaction with the combined companies’ product lines and sales and marketing practices, including price increases; and |
| § | the ability to retain key employees, and the ability to achieve synergies among acquired companies, such as increasing sales of the integrated company’s products, achieving cost savings, and effectively combining technologies to develop new products. |
We could also experience negative effects on our business, financial condition, results of operations and cash flows from acquisition-related charges, amortization of intangible assets and asset impairment charges. These effects, individually or in the aggregate, could cause a deterioration of its credit rating and result in increased borrowing costs and interest expense.
We have in the past signed, and may pursue in the future, agreements and contracts with third parties to assist our marketing, manufacturing, selling, and distribution efforts. The performance of these partners and third parties cannot be guaranteed, and as such we cannot assure that any agreements or contracts entered into in the future will be successful.
If the Medinotec Group of Companies fails to manage any expansion or acquisition, the business could be impaired.
We have a very ambitious acquisition strategy and will rely on both organic growth and acquisitive growth to achieve our business goals. We may, therefore, in the future acquire one or more technologies, products or companies that complement the business. We may not, however, be able to integrate these acquisitions effectively, and any such acquisition could bring additional risks, exposures, and challenges to the business.
Due to the nature of our strategic investments division, this may result in acquisitions or joint operations where we do not have full control of the operations or business strategies. This may lead to conflicts or legal matters with joint partners and other shareholders. In cases where we have control, conflicts may arise with minority interests and these would need to be resolved in the legal jurisdiction in which they arise. Litigation and arbitration around these topics can be costly and time consuming and be highly disruptive to the business.
In addition, acquisitions may dilute our earnings per share, disrupt our ongoing business, distract our management and employees, increase our expenses, subject us to liabilities, and increase our risk of litigation, all of which could harm our business. If we use cash to acquire technologies, products, or companies, such use may divert resources otherwise available for other purposes. If we use our common stock to acquire technologies, products, or companies, our stockholders may experience substantial dilution. If we fail to manage any expansions or acquisition, our business could be impaired.
Our future success will depend, in part, upon our ability to manage our expanded business, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. If we are not able to continue the business combinations in an efficient and effective manner, the anticipated benefits may not be realized fully, or at all, or may take longer to realize than expected, and the value of our common stock may be affected adversely.
An inability to realize the full extent of the anticipated benefits of acquisitions, as well as any delays encountered in the integration process, could have an adverse effect upon on our business, financial condition, or results of operations.
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The Medinotec Group of Companies rely on the proper function, security and availability of our IT systems and data to operate the business, and a breach, cyber-attack or other disruption to these systems or data could materially and adversely affect the business, results of operations, financial condition, cash flows, reputation, or competitive position.
We are increasingly dependent on sophisticated IT systems to operate the business, including to process, transmit and store sensitive data, and many of our products and services include integrated software and IT that collects data regarding patients or connects to its systems.
Like other multi-national corporations, we could experience, and in the past have experienced, attempted or actual interference with the integrity of, and interruptions to, our IT systems, as well as data breaches, such as cyber-attacks, malicious intrusions, breakdowns, interference with the integrity of our products and data or other significant disruptions.
Furthermore, we rely on third-party vendors to supply and/or support certain aspects of our IT systems. These third-party systems could also become vulnerable to cyber-attack, malicious intrusions, breakdowns, interference or other significant disruptions, and may contain defects in design or manufacture or other problems that could result in system disruption or compromise the information security of our own systems.
In addition, we continue to grow in part through new business acquisitions and, as a result, may face risks associated with defects and vulnerabilities in their systems, or difficulties or other breakdowns or disruptions in connection with the integration of the acquisitions into its own IT systems.
Our worldwide operations mean that we are subject to laws and regulations, including data protection and cybersecurity laws and regulations, in many jurisdictions. Any data security breaches, cyber-attacks, malicious intrusions or significant disruptions could result in actions by regulatory bodies and/or civil litigation, any of which could materially and adversely affect the business, results of operations, financial condition, cash flows, reputation or competitive position.
In addition, our IT systems require an ongoing commitment of significant resources to maintain, protect, and enhance existing systems and develop new systems to keep pace with continuing changes in information processing technology, evolving legal and regulatory standards, the increasing need to protect patient and customer information, changes in the techniques used to obtain unauthorized access to data and information systems, and the IT needs associated with changing products and services.
There can be no assurance that the process of consolidating, protecting, upgrading and expanding systems and capabilities, continuing to build security into the design of products, and developing new systems to keep pace with continuing changes in information processing technology will be successful or that additional systems issues will not arise in the future. Further, a greater number of employees are working remotely in response to the Covid-19 pandemic and related government actions, which could expose us to greater risks related to cybersecurity and its IT systems.
If our IT systems, products or services or sensitive data are compromised, patients or employees could be exposed to financial or medical identity theft or suffer a loss of product functionality. We could lose existing customers, have difficulty attracting new customers, have difficulty preventing, detecting, and controlling fraud, be exposed to the loss or misuse of confidential information, have disputes with customers, physicians, and other healthcare professionals, suffer regulatory sanctions or penalties under federal laws, state laws, or the laws of other jurisdictions, experience increases in operating expenses or an impairment in our ability to conduct operations, incur expenses or lose revenues as a result of a data privacy breach, product failure, IT outages or disruptions, or suffer other adverse consequences including lawsuits or other legal action and damage to reputation.
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The Medinotec Group of Companies business model is concentrated around developing countries with higher growth rates, although this model also causes forex risk exposure which may cause adverse or unexpected revenue fluctuations and affect the reported results of operations.
Foreign exchange risk refers to the losses that an international financial transaction may incur due to currency fluctuations. Also known as currency risk, FX risk and exchange-rate risk, it describes the possibility that an investment’s value may decrease due to changes in the relative value of the involved currencies. Investors may experience jurisdiction risk in the form of foreign exchange risk. Foreign exchange risk arises when a company engages in financial transactions denominated in a currency other than the currency where that company is based. Any appreciation/depreciation of the base currency or the depreciation/appreciation of the denominated currency will affect the cash flows emanating from that transaction. Foreign exchange risk can also affect investors, who trade in international markets, and businesses engaged in the import/export of products or services to multiple countries.
Our business of import/exports of raw materials and goods exposes us to foreign exchange risk by having account payables and receivables affected by currency exchange rates. This risk originates when a contract between us and our suppliers specifies exact prices for goods or services, as well as delivery dates. If a currency’s value fluctuates between when the contract is signed and the delivery date, it could cause a loss for one of the parties.
Our business model is concentrated around developing countries with higher growth rates causes greater exposure to forex risk which may cause adverse or unexpected revenue fluctuations and affect the reported results of operations. Usually the attractive growth rates of these developing countries offsets the long term forex implications of their volatile currencies
There are three types of foreign exchange risk that we are exposed to:
| § | Transaction risk: This is the risk that we face when we are buying a product from a company located in another country. The price of the product will be denominated in the selling company's currency. If the selling company's currency were to appreciate versus the buying company's currency then the company doing the buying will have to make a larger payment in its base currency to meet the contracted price. |
| § | Translation risk: A parent company owning a subsidiary in another country could face losses when the subsidiary's financial statements, which will be denominated in that country's currency, have to be translated back to the parent company's currency. |
| § | Economic risk: Also called forecast risk, this refers to when market value is continuously impacted by an unavoidable exposure to currency fluctuations for example during the Covid-19 pandemic. |
We continually assess our foreign exchange risks and implements varying strategies based on the current economic conditions to implement hedging strategies to mitigate that risk. This usually involves forward contracts, options, and other exotic financial products that, if done properly, can protect us from unwanted foreign exchange moves during periods of high volatility. We may also impose a strategy of not hedging due to the costs involved outweighing the benefits. We then leave exposures unhedged until market conditions and costs justify proceeding with a hedging strategy into the future.
The long-term strategy is to make certain strategic investments that will generate revenue in first-world, stable currencies to offset the impacts of cost of sales imports in developing currencies.
The Medinotec Group of Companies operate in countries where the market is dominated by certain players and this creates a sales concentration risk which also causes an accounts receivable concentration risk.
Accounts receivable concentration risk is the level of revenue risk a portfolio holds as a result of relying on a small pool of customers. The bigger the client, the greater the risk to the revenue. 70% in 2022 and 77% in 2021 of our sales were made to a single related party. High customer concentration occurs when any single customer accounts for 20% or more of revenue. Much like anything, there are benefits and risks associated with high customer concentration.
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These relationships have the upside of:
| § | Developing long-term relationships with fewer large customers |
| § | Less contractual agreements and overhead per dollar |
| § | Greater focus on customer service and customer needs |
| § | Work with large customers similarly to partners |
These relationships also pose the following risks and downsides:
| § | Loss can devastate revenue, profit and cash flow |
| § | Holds pricing and negotiating leverage, which can decrease revenue |
| § | Diverts disproportionate amount of resources away from smaller customers |
| § | Causes difficulty diversifying over time |
| § | Can decrease the value of a company |
Due to the nature of the territories that we operate in, it will be impossible to eliminate concentration risk. However, we do plan to diversify into a larger product basket and increase our international footprint, either by growing operations into other territories or alternatively acquiring more business share in other geographical territories.
The Medinotec Group of Companies insurance program may not be adequate to cover future losses.
We have elected to combine a mix of self-insurance and insured risks for most of the insurable risks across our company. We made this decision based on cost and availability factors in the insurance marketplace.
We continue to maintain a directors and officers liability insurance policy with third-party insurers that provides coverage for our directors and officers. This policy also covers product liability claims to a limited extent. We also maintain a detailed stock throughput policy to ensure inventory is ensured against losses and fire risk. All other assets fall into the category of self-insurance.
We continue to monitor the insurance marketplace to evaluate the value of obtaining insurance coverage for other categories of losses in the future. Although we believe, based on historical loss trends, that our self-insurance program accruals and existing insurance coverage will be adequate to cover future losses, historical trends may not be indicative of future losses.
The absence of sufficient third-party insurance coverage for other categories of losses increases our exposure to unanticipated claims and these losses could have a materially adverse impact on the business, results of operations, financial condition and cash flows.
The Medinotec Group of Companies future growth is dependent upon the development of new products and line extensions, which requires significant research and development, clinical trials and regulatory approvals, all of which are very expensive and time-consuming and may not result in a commercially viable product.
In order to develop new products and improve current product offerings through our strategic partnerships with other principals, we focus our research and development programs largely on the development of, or obtaining the exclusive distribution rights to, next-generation and technology offerings across multiple programs and opportunities.
As a part of the regulatory process of obtaining marketing clearance from the respective countries’ regulators for new products, we and our strategic partners conduct and participate in numerous clinical trials with a variety of study designs, patient populations and trial endpoints. Unfavorable or inconsistent clinical data from existing or future clinical trials conducted by us or partners related to us, by our competitors or by third parties, or the market’s perception of this clinical data, may adversely impact our ability to obtain product approvals from the regulators, our position in, and share of, the markets in which we participate and our business, financial condition, results of operations or future prospects.
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If the Medinotec Group of Companies fails to maintain proper and effective internal controls, our ability to produce accurate and timely financial statements could be impaired, which could harm our operating results, our ability to operate and investors’ views of us.
Our failure to maintain the effectiveness of our internal controls in accordance with the requirements of best practices could have a material adverse effect on the business. It could lose investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on the price of the Common Stock. In addition, if our efforts to comply with new or changed laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and the business may be harmed.
Risks Related to Management, Personnel and Control Persons
The Medinotec Group of Companies depends on our senior management personnel and may not be able to retain or replace these individuals or recruit additional personnel, which could harm our business.
Our future success is substantially dependent on the continued service of Dr. Gregory Vizirgianakis, our Founder, President, Chief Executive Officer and a member of our board of directors, and Pieter van Niekerk, our Chief Financial Officer, Treasurer and a member of our board of directors. Dr. Vizirgianakis and Mr. van Niekerk have extensive experience both with our company and in our industry and are familiar with our business, systems and processes. Their loss would be catastrophic to our product offerings and ability to manage our business effectively, as we will likely not be able to find suitable individuals to replace them on a timely basis or at all.
If the Medinotec Group of Companies are unable to find, train and retain key personnel, including new showroom employees that reflect our brand image and embody our culture, we may not be able to grow or sustain our operations.
We depend on several key management, executive, sales and marketing, and technical personnel. The loss of the services of one or more key employees could delay the achievement of business objectives. Our success will also depend on our ability to attract and retain additional highly-qualified executives, management, sales and marketing and technical personnel to meet its growth goals. We further face intense competition for qualified personnel, many of whom are often subject to competing employment offers, and we do not know whether we will be able to attract and retain such personnel.
Our success depends in a large part on the continued service of the senior management team. In particular, the continued service of this group of individuals is critical to our vision, strategic direction, culture, products and business plan. We do not maintain key-man insurance for any of the senior management team, and thus the loss of any of our executives, even temporarily, or any other member of senior management, could harm the business.
The Medinotec Group of Companies’ largest shareholder, officer and director, Dr. Gregory Vizirgianakis, has substantial control over us and our policies and will be able to influence corporate matters.
Dr. Gregory Vizirgianakis, our Founder, President, Chief Executive Officer and a member of our board of directors is also our largest stockholder and owns 81% of the shares in our company. Dr. Vizirgianakis, whose interests may differ from other stockholders, has the ability to exercise significant control over us. Presently, he beneficially owns a vast majority of our common stock. He is able to exercise significant influence over all matters requiring approval by our stockholders, including the election of directors, the approval of significant corporate transactions, and any change of control of our company. He could prevent transactions, which would be in the best interests of the other shareholders. Dr. Vizirgianakis’ interests may not necessarily be in the best interests of the shareholders in general. The rest of our shareholders will be considered minority shareholders and these will have little say in the direction of the Company as a result of Dr. Vizirgianakis’ holdings.
The Medinotec Group of Companies’ officers and directors are located outside of the U.S., so it will be difficult to effect service of process and enforcement of legal judgments upon our officers and directors.
Our officers and directors are located outside of the United States and reside in South Africa. As a result, it may be difficult to effect service of process within the United States and enforce judgments of the US courts obtained against our executive officers and directors. Particularly, our shareholders may not be able to:
| § | Effect service of process in the U.S. on any of our officers and directors; |
| § | Enforce judgments obtained in U.S. courts against our officers and directors based upon the civil liability provisions of the U.S. federal securities laws; |
| § | Enforce, in a court outside of the U.S., judgments of U.S. courts based on the civil liability provisions of the U.S. federal securities laws; and |
| § | Bring an original action in a court in South Africa to enforce liabilities against any of our officers and directors based upon the U.S. federal securities laws. |
The Medinotec Group of companies’ officers and directors have limited experience managing a public company.
Our officers and directors have limited experience managing a public company. Consequently, we may not be able to raise any funds or run our public company successfully. Our executive’s officer’s and director’s lack of experience of managing a public company could cause you to lose some or all of your investment.
Risk Associated With Legal and Regulatory Matters
The Medinotec Group of Companies are subject to extensive medical device regulation that may impede or hinder the approval process for our products and, in some cases, may not ultimately result in approval or may result in the recall or seizure of previously approved products.
Our medical devices and business activities are subject to rigorous regulation by numerous federal, state and foreign governmental authorities. Certain state governments and the federal government have enacted legislation aimed at increasing the transparency of interactions with health care providers. Any failure to comply with these legal and regulatory requirements could negatively affect the business.
These regulations include regulations pursuant to the Federal Food, Drug, and Cosmetic Act by the US Food and Drug Administration (“FDA”) and comparable agencies in foreign countries, and by other regulatory agencies and governing bodies. The process of obtaining marketing approval or clearance from the FDA for new products, or with respect to enhancements or modifications to existing products, could:
| • | take a significant amount of time; |
| • | require the expenditure of substantial resources; | |
| • | involve rigorous pre-clinical and clinical testing; | |
| • | require changes to the products; and | |
| • | result in limitations on the proposed uses of the products |
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Marketing approvals or clearances are not the only risk. Regulatory bodies can require the withdrawal of an approved or cleared product from commercial distribution due to failure to comply with regulatory standards or the occurrence of unforeseen problems. As a medical device distributor and in some instances manufacturer through our strategic investments, we are required to register with these agencies and is subject to periodic inspection for compliance.
Consequently, there can be no assurance that we will receive the required clearances from regulatory bodies for new products or modifications to existing products on a timely basis or that any approval will not be subsequently withdrawn. Later discovery of previously unknown problems with a product or manufacturer could result in fines, delays or suspensions of regulatory clearances, seizures or recalls of products, operating restrictions and/or criminal prosecution.
The failure to receive product approval clearance on a timely basis, suspensions of regulatory clearances, seizures or recalls of products or the withdrawal of product approval by regulatory bodies could have a material adverse effect on our business, financial condition or results of operations.
Healthcare policy changes may have a material adverse effect on the Medinotec Group of Companies.
In response to perceived increases in healthcare costs in recent years, there have been and continue to be proposals by several governments, regulators and third-party payers globally, including the US federal and state governments, to control these costs and, more generally, to reform healthcare systems.
Certain of these proposals could, among other things, limit the prices we are able to charge for products or the amounts of reimbursement available for our products, and could also limit the acceptance and availability of such products.
The adoption of some or all of these proposals could have a material adverse effect on the business, results of operations, financial condition and cash flows. If we experience decreasing prices for our goods and services and we are unable to reduce expenses, there may be a materially adverse effect on the business, results of operations, financial condition and cash flows.
The Medinotec Group of Companies is subject to environmental laws and regulations and the risk of environmental liabilities, violations and litigation.
We are subject to numerous US and non-US environmental, health and safety laws and regulations concerning, among other things, the health and safety of employees; the generation, storage, use and transportation of hazardous materials; emissions or discharges of substances into the environment; investigation and remediation of hazardous substances or materials at various sites; chemical constituents in medical products; and end-of-life disposal and take-back programs for medical devices.
Our operations and those of certain third-party suppliers involve the use of substances subject to these laws and regulations, primarily those used in manufacturing and sterilization processes. If we or our suppliers violate these environmental laws and regulations, facilities could be shut down and violators could be fined, criminally charged or otherwise sanctioned.
Furthermore, environmental laws outside of the US are becoming more stringent, resulting in increased costs and compliance burdens. Certain environmental laws also assess liability on current or previous owners or operators of real property for the costs of investigation, removal or remediation of hazardous substances or materials at their properties or at properties which they have disposed of hazardous substances. In addition to clean-up actions brought by governmental authorities, private parties could bring personal injury or other claims due to the presence of, or exposure to, hazardous substances. The ultimate cost of site clean-up and timing of future cash outflows is difficult to predict, given the uncertainties regarding the extent of the required clean-up, the interpretation of applicable laws and regulations, and alternative clean-up methods.
The costs of complying with current or future environmental protection and health and safety laws and regulations, or liabilities arising from past or future releases of, or exposures to, hazardous substances, may exceed our estimates, or have a material adverse effect on the business, results of operations, financial conditions and cash flows.
Finally, in some jurisdictions around the world, culture and practice encourages reuse of disposable products when the product is clearly labelled for single use. Such reuse may expose us to liability in these jurisdictions.
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Claims made against the Medinotec Group of Companies from time to time can result in litigation that could distract management from our business activities and result in significant liability or damage to our brand.
As a company with expanding operations, we increasingly face the risk of litigation and other claims against us. We have no such claims at present. Litigation and other claims may arise in the ordinary course of our business and include employee claims, commercial disputes, landlord-tenant disputes, intellectual property issues, product-oriented allegations and slip and fall claims. These claims can raise complex factual and legal issues that are subject to risks and uncertainties and could require significant management time. Litigation and other claims against us could result in unexpected expenses and liabilities, which could materially adversely affect our operations and our reputation.
In addition, the medical device industry is characterized by extensive litigation and, from time to time, we are the subject of various claims. Regardless of outcome, such claims are expensive to defend and divert management and operating personnel from other business issues. A successful claim or claims against us could result in payment of significant monetary damages and/or injunctive relief.
The Medinotec Group of Companies’ failure to comply with laws and regulations relating to reimbursement of healthcare goods and services may subject it to penalties and adversely impact its reputation, business, results of operations, financial condition and cash flows.
Our devices, products and therapies are purchased principally by hospitals or physicians that typically bill various third-party payers, such as governmental healthcare programs, private insurance plans and managed care plans, for the healthcare services provided to their patients.
The ability of customers to obtain appropriate reimbursement for products and services from third-party payers is critical because it affects which products customers purchase and the prices they are willing to pay. As a result, our devices, products and therapies are subject to regulation regarding quality and cost for reimbursement and regulation of health are goods and services, including laws and regulations related to kickbacks, false claims, self-referrals and healthcare fraud.
Many territories have similar laws that apply to reimbursement by state and other funded programs as well as in some cases to all payers. In certain circumstances, insurance companies attempt to bring a private cause of action against a manufacturer for causing false claims.
In addition, our strategic investments position the company as a manufacturer of FDA-approved devices reimbursable by federal healthcare programs. We are thus subject to the Physician Payments Sunshine Act, which requires us to annually report certain payments and other transfers of value our company makes to US-licensed physicians or US teaching hospitals. Any failure to comply with these laws and regulations could subject us or our officers and employees to criminal and civil financial penalties.
We are also subject to risks relating to changes in government and private medical reimbursement programs and policies, and changes in legal regulatory requirements in the US and around the world. Implementation of further legislative or administrative reforms to these reimbursement systems, or adverse decisions relating to coverage of / or reimbursement for our products by administrators of these systems, could have an impact on the acceptance of and demand for our products and the prices that customers are willing to pay for them.
Quality problems and product liability claims could lead to recalls or safety alerts, reputational harm, adverse verdicts or costly settlements, and could have a material adverse effect on the business, results of operations, financial condition and cash flows.
Quality is extremely important to us and our customers due to the impact of our products on patients, and the serious and potentially costly consequences of product failure. We are thus exposed to potential product liability risks that are inherent in the design, manufacture, and marketing of medical devices.
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In addition, many products are used in intensive care settings with seriously ill patients. Component failures, manufacturing nonconformance, design defects, off-label use, or inadequate disclosure of product-related risks or product related information with respect to our products, if they were to occur, could result in an unsafe condition or injury to, or death of, a patient.
This could lead to recall of, or issuance of a safety alert relating to, our products, and could result in product liability claims and lawsuits, including class actions, which could ultimately result, in certain cases, in the removal from the body of such products and claims regarding costs associated therewith. Due to the strong brand recognition of Medinotec name and our brands, a material adverse event involving one of our products could result in reduced market acceptance and demand for all products within that brand, and could harm our reputation and ability to market products in the future.
Further, we may be exposed to additional potential product liability risks related to products designed, manufactured and/or marketed in response to the Covid-19 pandemic, and unpredictable or accelerated changes in demand for certain of our products in connection with Covid-19 and its related impacts could impact development and production of products and services and could increase the risk of regulatory enforcement actions, product defects or related claims, as well as adversely impact our customer relationships and reputation.
Should we fall short of these standards and our products become subject to recalls or safety alerts, our reputation could be damaged, we could lose customers and revenue and results of operations could decline. Our success also depends on the ability to manufacture to exact specification for precision engineered components, sub-assemblies and finished devices from multiple materials. If components fail to meet these standards or fail to adapt to evolving standards, our reputation, competitive advantage and market share could be harmed.
In certain situations, we may undertake a voluntary recall of products or temporarily shut down production lines based on performance relative to our own internal safety and quality monitoring and testing data. Any of the foregoing problems, including future product liability claims or recalls, regardless of their ultimate outcome, could harm our reputation and have a material adverse effect on the business, results of operations, financial condition and cash flows.
The Medinotec Group of Companies may not be able to protect our intellectual property rights effectively.
Patents, trademarks and other intangible proprietary rights are and will be essential to the business and our ability to compete effectively with other companies. During normal day-to-day trade, we also rely on trade secrets, know-how, continuing technological innovations, strategic alliances and licensing opportunities to develop, maintain and strengthen our competitive position.
We pursue a policy of obtaining patent protection in both the US and overseas for patentable subject matter of our proprietary devices and also attempt to review third-party patents and patent applications to the extent publicly available to develop an effective patent strategy, avoid infringement of third-party patents, identify licensing opportunities and monitor the patent claims of others.
We also operate in an industry that is susceptible to significant intellectual property litigation. This litigation is expensive, complex, and lengthy and its outcome is difficult to predict. Future patent litigation may result in significant royalty or other payments or injunctions that can prevent the sale of products and may significantly divert the attention of our technical and management personnel.
In addition, we may have to take legal action in the future to protect our patents, trade secrets, or know-how or to assert our intellectual property rights against claimed infringement by others. Any such legal action could be costly and time consuming and no assurances can be made that any lawsuit will be successful.
The invalidation of key patents or proprietary rights that we own, or an unsuccessful outcome in lawsuits to protect intellectual property, could have a material adverse effect on the business, financial condition, and results of operations. In the event that the right to market any of our products is successfully challenged, or if we fail to obtain a required license or are unable to design around a patent, the business, financial condition, and results of operations could be compromised.
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Security breaches, loss of data and other disruptions could also compromise sensitive information related to the business, preventing it from accessing critical information or expose us to liability, which could adversely affect the business and reputation.
In the ordinary course of business, we collect and store sensitive data, including patient health information, personally identifiable information about employees, intellectual property, and proprietary business information. We manage and maintain applications and data utilizing on-site and off-site systems. These applications and data encompass a wide variety of business-critical information including research and development information, commercial information and business and financial information.
The secure processing, storage, maintenance and transmission of this critical information is vital to operations and business strategy, and we devote resources to protecting such information. Although we take measures to protect sensitive information from unauthorized access or disclosure, our IT and infrastructure may be vulnerable to attacks by hackers, viruses, breaches or interruptions due to employee error or malfeasance, terrorist attacks, hurricanes, fire, flood, other natural disasters, power loss, computer systems failure, data network failure, internet failure, or lapses in compliance with privacy and security mandates. Any such virus, breach or interruption could compromise our networks and the information stored there could be accessed by unauthorized parties, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, government enforcement actions and regulatory penalties.
Unauthorized access, loss or dissemination could also interrupt operations, including the ability to receive and ship orders from customers, bill our customers, provide customer support services, conduct research and development activities, process and prepare company financial information, manage various general and administrative aspects of our business and damage our reputation, any of which could adversely affect the business.
Changes in tax laws or exposure to additional income tax liabilities could have a material impact on the Medinotec Group of Companies, the results of operations, financial conditions and cash flows.
We are subject to income taxes, as well as non-income-based taxes, in South Africa, the UAE, and other jurisdictions in which we operate, as well as jurisdictions such as the United States, in which we intend to have operations. The tax laws in these could change on a prospective or retroactive basis, and any such changes could adversely affect us and our effective tax rate.
Taxation regulation in territories around the world can also change very quickly, which may mean that all the implications for businesses may not have been fully thought through by the regulating authorities before final guidelines and laws are issued. Furthermore, any changes made by tax authorities, together with other legislative changes, to the mandatory sharing of company information (financial and operational) with tax authorities on both a local and global basis, could lead to disagreements between jurisdictions with respect to the proper allocation of profits between such jurisdictions. We therefore continuously monitor changes to tax regulation and double tax treaties between the territories in which we operate. We also maintain a comprehensive transfer pricing policy to govern the flow of funds between various tax territories.
We are further subject to ongoing tax audits in the various jurisdictions in which we operate. We regularly assess the likely outcomes of these audits in order to determine the appropriateness of our tax provisions. However, there can be no assurance that we will accurately predict the outcomes of these audits, which could have a material impact on the business, financial condition, results of operations, and cash flows.
While we have recorded reserves for potential payments to various tax authorities related to uncertain tax positions, the calculation of such tax liabilities involves the application of complex tax regulations in many jurisdictions. Therefore, any dispute with a tax authority may result in payment that is significantly different from our estimates. If the payment proves to be less than the recorded reserves, the reversal of the liabilities would generally result in tax benefits being recognized in the period when we determine the liabilities to be no longer necessary. Conversely, if the payment proves to be more than the reserves, we would incur additional charges, and these could have a materially adverse effect on the business, financial condition, results of operations, and cash flows.
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The failure to comply with anti-corruption laws could materially adversely affect the Medinotec Group of Companies and result in civil and/or criminal sanctions.
FCPA and similar anticorruption laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business. Because of the predominance of government-administered healthcare systems in many jurisdictions around the world, many of our customer relationships are with governmental entities and are therefore potentially subject to such laws.
We also participate in public-private partnerships and other commercial and policy arrangements with governments around the globe. Global enforcement of anti-corruption laws has increased in recent years, including investigations and enforcement proceedings leading to assessment of significant fines and penalties against companies and individuals.
Our international operations create a risk of unauthorized payments or offers of payments by one of our employees, consultants, sales agents, or distributors. The business maintains policies and programs to implement safeguards to educate employees and agents on these legal requirements, and to prevent and prohibit improper practices. However, existing safeguards and any future improvements may not always be effective, and employees, consultants, sales agents or distributors may engage in conduct for which we could be held responsible.
In addition, regulators could seek to hold us liable for conduct committed by companies in which we invest or that we acquire. Any alleged or actual violations of these regulations may subject us to government scrutiny, criminal or civil sanctions and other liabilities, including exclusion from government contracting, and could disrupt the business, adversely affect our reputation and result in a material adverse effect on the business, results of operations, financial condition and cash flows.
Laws and regulations governing international business operations could adversely impact the the Medinotec Group of Companies.
The US Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), and the Bureau of Industry and Security at the US Department of Commerce (“BIS”) administer certain laws and regulations that restrict US persons and, in some instances, non-US persons, in conducting activities, transacting business with or making investments in certain countries, governments, entities and individuals subject to US economic sanctions.
Our international operations subject us to these laws and regulations, which are complex, restrict business dealings with certain countries, governments, entities, and individuals, and are constantly changing. Further restrictions may be enacted, amended, enforced or interpreted in a manner that materially impacts our operations. From time to time, certain subsidiaries have limited business dealings in countries subject to comprehensive sanctions.
Certain of our subsidiaries sell medical devices, and may provide related services, to distributors and other purchasing bodies in such countries. These business dealings represent an insignificant amount of our consolidated revenues and income, but expose us to a heightened risk of violating applicable sanctions regulations. Violations of these regulations are punishable by civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment from government contracts and revocations or restrictions of licenses, as well as criminal fines and imprisonment.
We have established policies and procedures designed to assist with compliance with such laws and regulations. However, there can be no assurance that these will prevent us from violating these regulations in every transaction in which we may engage. As such a violation could adversely affect our reputation, business, financial condition, results of operations and cash flows.
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As an Emerging Growth Company under the Jobs Act, the Medinotec Group of Companies are permitted to rely on exemptions from certain disclosures requirements.
We qualify as an "emerging growth company" under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:
| § | have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; |
| § | comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); |
| § | submit certain executive compensation matters to shareholder advisory votes, such as "say-on-pay" and "say-on-frequency;" and |
| § | disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive's compensation to median employee compensation. |
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
We will remain an "emerging growth company" for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.
Until such time, however, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
Risks Associated With Political Instability and Regional Issues
Political instability may affect the Medinotec Group of Companies ability to operate effectively.
Political instability in the countries in which we operate, including South Africa, where recent episodes of violent civil unrest (riots) have further destabilized the country’s economy and resulted in extensive damage to commercial property, may cause increased uncertainty. This may adversely affect investor confidence as well as our business planning, operations and our market capitalization.
This risk extends to global economic uncertainty and heightened geopolitical tensions, such as those between the United States and China as well as Brexit, which can also have an impact on several factors influencing commodity prices, exchange rates, and interest rates, all of which can affect our business in turn.
In South Africa, BEE requirements may restrict growth opportunities and limit the Medinotec Group of Companies’ ability to attract key talent.
In South Africa, the correction of inequalities amongst the key demographic groups of the country as a result of Apartheid is regulated by the Broad-based Black Economic Empowerment Act 53 of 2003. This is a legislative framework for the promotion of BEE that seeks to advance economic transformation and enhance the economic participation of Black people in the South African economy. Companies failing to meet the requirements of the Act and its associated codes may be at risk of not being able to attract investment and may also face more limited opportunities for growth (both organic and acquisitive) and failure to attract, recruit and retain key candidates and suitably qualified personnel.
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The potential damage to property caused by riots and protests may impact the Medinotec Group of Companies’ ability to operate.
Businesses that have operations or own assets in South Africa face risks from events such as civil commotion, public disorder, strikes, riots, loadshedding and terrorism. Resultant damage to property stemming from such events can potentially disrupt our operations and also have an impact on the health and safety of our employees.
Risks Relating to Our Securities
If the Medinotec Group of Companies undertakes future offerings of our common stock, purchasers in this Offering will experience dilution of their ownership percentage.
Generally, existing shareholders will experience dilution of their ownership percentage in the company if and when additional shares of common stock are offered and sold. In the future, we may be required to seek additional equity funding in the form of private or public offerings of our common stock. In the event that we undertake subsequent offerings of common stock, your ownership percentage, voting power as a common shareholder, and earnings per share, if any, will be proportionately diluted. This may, in turn, result in a substantial decrease in the per-share value of your common stock.
If a market for the Medinotec Group of Companies' common stock does not develop, shareholders may be unable to sell their shares.
Prior to this offering, there has been no public market for our securities and there can be no assurance that an active trading market for the securities offered herein will develop after this offering, or, if developed, be sustained. We anticipate that, upon completion of this offering, the common stock will be eligible for quotation on the OTCQB or OTCQX. If for any reason, however, our securities are not eligible for initial or continued quotation on the OTCQB or OTCQX or a public trading market does not develop, purchasers of the common stock may have difficulty selling their securities should they desire to do so and purchasers of our common stock may lose their entire investment if they are unable to sell our securities.
The Medinotec Group of Companies’ common stock price may be volatile and could fluctuate widely in price, which could result in substantial losses for investors.
The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including:
| § | new products and services by us or our competitors; |
| § | government regulation of our products and services; |
| § | intellectual property disputes; |
| § | additions or departures of key personnel; |
| § | sales of our common stock; |
| § | our ability to integrate operations, technology, products and services; |
| § | our ability to execute our business plan; |
| § | operating results below expectations; |
| § | loss of any strategic relationship; |
| § | industry developments; |
| § | economic and other external factors; and |
| § | period-to-period fluctuations in our financial results. |
You should consider any one of these factors to be material. Our stock price may fluctuate widely as a result of any of the above.
In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.
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If securities analysts do not initiate coverage or continue to cover the Common Stock or publish unfavorable research or reports about the business, this may have a negative impact on the market price of the Common Stock of the the Medinotec Group of Companies.
The trading market for the Common Stock will depend on the research and reports that securities analysts publish about our business and us. We do not have any control over these analysts. There is no guarantee that securities analysts will cover the Common Stock. If securities analysts do not cover the Common Stock, the lack of research coverage may adversely affect our market price.
If we are covered by securities analysts, and the stock is the subject of an unfavorable report, the stock price and trading volume would likely decline. If one or more of these analysts ceases to cover our company or fails to publish regular reports on us, we could lose visibility in the financial markets, which could cause the stock price or trading volume to decline.
Because we will be subject to the “Penny Stock” rules once our shares are quoted on the over-the-counter bulletin board, the level of trading activity in the Medinotec Group of Companies’ stock may be reduced.
The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any listed, trading equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules which may increase the difficulty Purchasers may experience in attempting to liquidate such securities.
If the Medinotec Group of Companies issues shares of preferred stock with superior rights than the common stock registered in this prospectus, it could result in a decrease in the value of our common stock and delay or prevent a change in control of us.
Our board of directors is authorized to issue up to 20,000,000 shares of preferred stock. Our board of directors has the power to establish the dividend rates, liquidation preferences, voting rights, redemption and conversion terms and privileges with respect to any series of preferred stock. The issuance of any shares of preferred stock having rights superior to those of the common stock may result in a decrease in the value or market price of the common stock. Holders of preferred stock may have the right to receive dividends, certain preferences in liquidation and conversion rights. The issuance of preferred stock could, under certain circumstances, have the effect of delaying, deferring or preventing a change in control of us without further vote or action by the stockholders and may adversely affect the voting and other rights of the holders of common stock.
The Medinotec Group of Companies does not expect to pay dividends in the foreseeable future. Any return on investment may be limited to the value of our common stock.
We do not anticipate paying cash dividends on our common stock in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will occur only if our stock price appreciates.
The offering price of the shares of common stock in this Offering has been arbitrarily determined and such price should not be used by an investor as an indicator of the fair market value of the shares.
Currently, there is no public market for our common stock. The offering price for the shares has been arbitrarily determined and does not necessarily bear any direct relationship to the assets, operations, book or other established criteria of value. Thus, an investor should be aware that the offering price does not reflect the fair market price of the shares.
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Provisions in the Nevada Revised Statutes and our Bylaws could make it very difficult for an investor to bring any legal actions against the Medinotec Group of companies’ directors or officers for violations of their fiduciary duties or could require us to pay any amounts incurred by our directors or officers in any such actions.
Members of our board of directors and our officers will have no liability for breaches of their fiduciary duty of care as a director or officer, except in limited circumstances, pursuant to provisions in the Nevada Revised Statutes and our Bylaws as authorized by the Nevada Revised Statutes. Specifically, Section 78.138 of the Nevada Revised Statutes provides that a director or officer is not individually liable to the company or its shareholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless it is proven that (1) the director’s or officer’s act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and (2) his or her breach of those duties involved intentional misconduct, fraud or a knowing violation of law.
This provision is intended to afford directors and officers protection against and to limit their potential liability for monetary damages resulting from suits alleging a breach of the duty of care by a director or officer. Accordingly, you may be unable to prevail in a legal action against our directors or officers even if they have breached their fiduciary duty of care.
In addition, our Bylaws allow us to indemnify our directors and officers from and against any and all costs, charges and expenses resulting from their acting in such capacities with us. This means that if you were able to enforce an action against our directors or officers, in all likelihood, we would be required to pay any expenses they incurred in defending the lawsuit and any judgment or settlement they otherwise would be required to pay. Accordingly, our indemnification obligations could divert needed financial resources and may adversely affect our business, financial condition, results of operations and cash flows, and adversely affect prevailing market prices for our common stock.
All of the shares of common stock covered by this prospectus are being sold by the Selling Shareholders. We will not receive any proceeds from these sales of shares of our common stock.
The Selling Shareholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Shareholders for brokerage, accounting, tax, or legal services or any other expenses incurred by the Selling Shareholders in disposing of the shares. We will bear all other costs, fees, and expenses incurred in effecting the registration of the shares covered by this prospectus, including, without limitation, all registration and filing fees, and fees and expenses of our counsel and our accountants.
DETERMINATION OF OFFERING PRICE
The offering price for the common stock offered in this Prospectus is $5.00 per share. There is no current secondary market for our common stock. The offering price for the shares of common stock has been arbitrarily determined and does not necessarily bear any direct relationship to the assets, operations, book or other established criteria of value. Thus, an investor should be aware that the offering price does not reflect the fair market price of the shares.
We have prepared this prospectus to allow the Selling Shareholders or their successors, assignees or other permitted transferees to sell or otherwise dispose of, from time to time, up to 1,733,750 shares of our Common Stock. The shares of common stock being offered under this prospectus were acquired by the Selling Shareholders in a private offering.
The shares of Common Stock sold to the Selling Shareholders in the private placement were sold pursuant to an exemption from registration provided by Regulation S under the Securities Act. In connection therewith, the investors made to us certain representations, warranties, covenants, and conditions customary for private placement investments.
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The table below presents information regarding the Selling Shareholders and the shares of our Common Stock that they may sell or otherwise dispose of from time to time under this prospectus. Percentages of beneficial ownership are based upon 11,733,750 shares of Common Stock issued and outstanding as of July 25, 2022. Beneficial ownership is determined under Section 13(d) of the Exchange Act and generally includes voting or investment power with respect to securities and including any securities that grant the Selling Shareholders the right to acquire Common Stock within 60 days of July 25, 2022. Unless otherwise noted, each person or group identified possesses sole voting and investment power with respect to the shares, subject to community property laws where applicable.
We do not know when or in what amounts the Selling Shareholders may sell or otherwise dispose of the shares covered hereby. We currently have no agreements, arrangements or understandings with the Selling Shareholders regarding the sale of any of the shares by them other than the registration rights agreement described below. The Selling Shareholders might not sell any or all of the shares covered by this prospectus or may sell or dispose of some or all of the shares other than pursuant to this prospectus. Because the Selling Shareholders may not sell or otherwise dispose of some or all of the shares covered by this prospectus and because there are currently no agreements, arrangements or understandings with respect to the sale or other disposition of any of the shares, we cannot estimate the number of the shares that will be held by the Selling Shareholders after completion of the offering.
Each Selling Shareholder has indicated to us that neither it nor any of its affiliates has held any position or office or had any other material relationship with us in the past three years except as described in the footnotes to the table.
The company conducted a private placement at a based on a pre FDA valuation of $2 a share from December 2021 until May 2022, the minimum for a successful raise was $3 million and this minimum was exceeded in May of 2022. The round was closed on $3.3 million raised in escrow and share certificates issued to these shareholders. The round closed before we submitted the S1 and therefore this is the full and final list of Selling Shareholders.
The shares of common stock being offered under this prospectus may be offered for sale from time to time during the period the registration statement of which this prospectus is a part remains effective, by or for the accounts of the Selling Shareholders named below.
| Shares of Common Stock | ||||||||||||
| Name of Selling Shareholder | Beneficially Owned Prior to the Sale of all Shares covered by this Prospectus | Covered by this Prospectus | Beneficially Owned After the Sale of all Shares covered by this Prospectus | As a Percent of Total Outstanding After the Sale of Shares covered by this Prospectus | ||||||||
| ADI BEN YOSEF | 2,500 | 2,500 | 0 | 0 | ||||||||
| AMV AFRICA CAPITAL LTD SRF(1) | 50,000 | 50,000 | 0 | 0 | ||||||||
| BRIAN SCHOFIELD | 25,000 | 25,000 | 0 | 0 | ||||||||
| BRUCE ALISTAIR WILLIAMS | 25,000 | 25,000 | 0 | 0 | ||||||||
| CHRISTOPHER CHARLES HILL | 10,000 | 10,000 | 0 | 0 | ||||||||
| Collumella VC Korlátolt Felelősségű Társaság (2) | 25,000 | 25,000 | 0 | 0 | ||||||||
| DARREN KINGSLEY FOX | 15,000 | 15,000 | 0 | 0 | ||||||||
| DARRYL JOHN DAWSON | 12,500 | 12,500 | 0 | 0 | ||||||||
| DAVID KUZMANICH | 125,000 | 125,000 | 0 | 0 | ||||||||
| DAVID VENN GROOM | 20,000 | 20,000 | 0 | 0 | ||||||||
| DECLAN BRENDAN FALVEY | 5,000 | 5,000 | 0 | 0 | ||||||||
| DICKS FAMMILY SUPERANNUATION FUND(3) | 12,500 | 12,500 | 0 | 0 | ||||||||
| FRANCESCO CASARINI | 5,000 | 5,000 | 0 | 0 | ||||||||
| FURIO VALERIO SORDINI | 5,000 | 5,000 | 0 | 0 | ||||||||
| HERMAN GIDEON KOTZE | 175,000 | 175,000 | 0 | 0 | ||||||||
| ISABELLE MARIE KATHLEEN MCBRIDE | 2,500 | 2,500 | 0 | 0 | ||||||||
| JESSE CAMERON TERNENT | 10,000 | 10,000 | 0 | 0 | ||||||||
| JOSEPH BRIAN GUBBINS | 125,000 | 125,000 | 0 | 0 | ||||||||
| KENNETH ARMAND KINSY-QUICK | 100,000 | 100,000 | 0 | 0 | ||||||||
| KEVIN DICKS FAMILY TRUST (4) | 25,000 | 25,000 | 0 | 0 | ||||||||
| KIM ANNETTE CHARLES | 25,000 | 25,000 | 0 | 0 | ||||||||
| MICHAEL ROBERT JAMES BUTTON | 10,000 | 10,000 | 0 | 0 | ||||||||
| MICHAEL RONALD BEAMISH | 150,000 | 150,000 | 0 | 0 | ||||||||
| MIKELLI INVESTMENTS LIMITED(5) | 25,000 | 25,000 | 0 | 0 | ||||||||
| NICHOLAS GARNET BEAMISH | 25,000 | 25,000 | 0 | 0 | ||||||||
| NIGEL JOHN CHAPMAN | 25,000 | 25,000 | 0 | 0 | ||||||||
| NISSAN LEEPAZ | 2,500 | 2,500 | 0 | 0 | ||||||||
| PAULA-JANE WILLIAMS | 5,000 | 5,000 | 0 | 0 | ||||||||
| Pecesec SA Nominees proprietary limited(6) | 22,500 | 22,500 | 0 | 0 | ||||||||
| Praesidium Capital Management(7) | 500,000 | 500,000 | 0 | 0 | ||||||||
| RICHARD MALCOLM CHANDLER | 2,500 | 2,500 | 0 | 0 | ||||||||
| SHAMBHALA INVESTMENT GUERNSEY TRUST(8) | 25,000 | 25,000 | 0 | 0 | ||||||||
| ST JOHN JAMES PEREGRINE PERROT | 15,000 | 15,000 | 0 | 0 | ||||||||
| UYS CLOETE | 11,250 | 11,250 | 0 | 0 | ||||||||
| WIJNAND PETRUS MARTINUS MARIA DONKERS | 100,000 | 100,000 | 0 | 0 | ||||||||
| WILHELM GRUISSEM | 10,000 | 10,000 | 0 | 0 | ||||||||
| WILLIAM WESTWOOD MCBRIDE | 5,000 | 5,000 | 0 | 0 | ||||||||
| (1) | Anushika Heeraman has voting and disposition power over these shares. |
| (2) | Lucca Mia Du Preez, has voting and disposition power over these shares. |
| (3) | Joe Dicks has voting and disposition power over these shares. |
| (4) | Joe Dicks has voting and disposition power over these shares. |
| (5) | Michael Papageorge, has voting and disposition power over these shares. |
| (6) | Leister Baily has voting and disposition power over these shares. |
| (7) | Michael Ronald Beamish, has voting and disposition power over these shares. |
| (8) | Holly Ann Hubert, has voting and disposition power over these shares. |
The Selling Shareholders, or their partners, pledgees, donees, transferees or other successors may sell up to all of the shares of our common stock shown in the table above pursuant to this Prospectus in one or more transactions from time to time as described below under “Plan of Distribution.” However, the Selling Shareholders are not obligated to sell any of the shares of our common stock offered by this prospectus.
Information about the Selling Shareholders may change from time to time. Any changed information with respect to which we are given notice will be included in prospectus supplements.
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We are registering the shares of Common Stock to permit the resale of these shares of Common Stock by the Selling Shareholders and any of their transferees, pledgees, assignees, donees, and successors-in-interest from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the Selling Shareholders of the shares of Common Stock. We will bear all fees and expenses incident to our obligation to register the shares of Common Stock.
Each Selling Shareholder (the “Selling Shareholders”) of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the OTCQB or OTCQX or stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Shareholder may use any one or more of the following methods when selling securities:
| § | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| § | block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| § | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| § | an exchange distribution in accordance with the rules of the applicable exchange; |
| § | privately negotiated transactions; |
| § | settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; |
| § | in transactions through broker-dealers that agree with the Selling Shareholders to sell a specified number of such securities at a stipulated price per security; |
| § | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
| § | a combination of any such methods of sale; or |
| § | any other method permitted pursuant to applicable law. |
The Selling Shareholders may also sell securities under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.
Broker-dealers engaged by the Selling Shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.
In connection with the sale of the securities or interests therein, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Shareholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Selling Shareholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Shareholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).
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Because Selling Shareholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. The Selling Shareholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale securities by the Selling Shareholders.
We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Shareholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of securities of the common stock by the Selling Shareholders or any other person. We will make copies of this prospectus available to the Selling Shareholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following information sets forth the names, ages, and positions of our current directors and executive officers.
| Name | Age | Position(s) and Office(s) Held | ||||
| Gregory Vizirgianakis | 43 | President, Secretary, CEO and Director | ||||
| Pieter van Niekerk | 37 | CFO, Treasurer and Director | ||||
| Stavros G. Vizirgianakis | 50 | Director(1) | ||||
| Joseph P. Dwyer | 65 | Director(1) |
| (1) | Appointed as Director on June 13, 2022. |
Set forth below is a brief description of the background and business experience of our current executive officer and director.
Gregory Vizirgianakis
The Company is led by Dr Vizirgianakis as the Chief Executive Officer, a qualified medical doctor, with a specialty interest in the field of neuroscience. He has many years of experience in the international and South African health markets. Dr Vizirgianakis is the founding ultimate shareholder of DISA Medinotec Proprietary Limited and has been involved in several successful entrepreneurial ventures. For the last five years, Dr. Vizirgianakis has been employed as CEO of Minoan Medical Proprietary Limited and DISA Medinotec Proprietary Limited.
Aside from that provided above, Dr. Vizirgianakis does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.
The Board believes that Dr. Vizirgianakis has the experience, qualifications, attributes and skills necessary to serve on the Board because of the fact that he held similar positions for more than 10 years and his designation as a medical doctor, he is also a founding shareholder in the company and has a long-standing track record in the industry.
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Pieter van Niekerk
Mr. Pieter van Niekerk is a qualified Chartered Accountant and the Company's CFO and has been involved in multiple listings on various exchanges in the United States of America and South Africa. He has 10 years executive management experience and has been nominated as one of the “Top 35 under 35 Chartered Accountants” in South Africa for two consecutive years. For the last five years, Mr. van Niekerk has been employed as CFO of Minoan Medical Proprietary Limited and DISA Medinotec Proprietary Limited.
Aside from that provided above, Mr. van Niekerk does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.
The Board believes that Mr. van Niekerk has the experience, qualifications, attributes and skills necessary to serve on the Board because of the fact that he held similar positions for more than 10 years and his designation as a chartered accountant, he is also a founding shareholder in the company and has a long-standing track record in the industry.
Stavros G. Vizirgianakis
Mr. Vizirgianakis became the Interim Chief Executive Officer of Misonix in September 2016 and the full-time President and Chief Executive Officer in December 2016. Mr. Vizirgianakis has a distinguished career in the medical devices field having worked for United States Surgical Corporation as director of sales for sub-Saharan Africa and later Tyco Healthcare in the capacity of General Manager South Africa. In 2006, Mr. Vizirgianakis co-founded Surgical Innovations, which has become one of the largest privately owned medical device distributors in the African region, and now part of the Johannesburg Stock Exchange listed entity Ascendis Health. In that capacity, Mr. Vizirgianakis acted as a distributor of the Company’s products. Mr. Vizirgianakis was Managing Director of Ascendis Medical from January 2014 through July 2016. Mr. Vizirgianakis also served on the board of Tenaxis Medical and is a strategic investor in and advisor to numerous medical device startups and established companies in this field.
Aside from that provided above, Mr. Vizirgianakis does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.
Mr. Vizirgianakis has a degree in commerce from the University of South Africa. The Board believes Mr. Vizirgianakis’ industry knowledge, sales and marketing experience and his international business relationships qualify him to serve as a Director.
Joseph P. Dwyer
Mr. Dwyer has served as Misonix’s Chief Financial Officer since August 2017 and as Misonix’s Treasurer and Secretary since September 2017, and previously served as Interim Chief Financial Officer from September 2016 to August 2017. From June 2015 to the present, Mr. Dwyer has provided financial consulting and advisory services to various companies, through the firms Dwyer Holdings and TechCXO. Prior thereto, from November 2012 until June 2015, he was Chief Financial Officer of Virtual Piggy, Inc., a publicly-traded technology company. Prior to joining Virtual Piggy, Mr. Dwyer served as chief financial officer of OpenLink Financial, Inc., a privately held company, which provides software solutions for trading and risk management in the energy, commodity, and capital markets. During 2011 and 2012, Mr. Dwyer was a member of the board of directors and chairman of the audit committee and served as interim chief administrative officer of Energy Solutions International, Inc., a privately-held company providing pipeline management software to energy companies and pipeline operators. From 2010 through 2011, Mr. Dwyer served as chief administrative officer of Capstone Advisory Group, LLC, a privately-held financial advisory firm providing corporate restructuring, litigation support, forensic accounting, expert testimony and valuation services. Mr. Dwyer served as a consultant to Verint Systems, Inc., a software company listed on the NASDAQ Global Market, from 2009 through 2010, assisting with SEC reporting and compliance. From 2005 through 2009, Mr. Dwyer served as chief financial officer and executive vice president of AXS-One Inc., a publicly traded software company. During 2004, Mr. Dwyer served as chief financial officer of Synergen, Inc., a privately held software company providing energy technology to utilities. Prior to 2004, Mr. Dwyer also served as chief financial officer and executive vice president of Caminus Corporation, an enterprise application software company that was formerly listed on the NASDAQ National Market, chief financial officer of ACTV, Inc., a digital media company that was formerly listed on the NASDAQ National Market, and chief financial officer of Winstar Global Products, Inc., a manufacturer and distributor of hair care, bath and beauty products until its acquisition by Winstar Communications, Inc. in 1995 when Mr. Dwyer went on to serve as senior vice president, finance of Winstar Communications.Aside from that provided above, Mr. Dwyer does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.
Mr. Dwyer received his BBA in Accounting from the University of Notre Dame in 1978 and is licensed as a Certified Public Accountant in the State of New York.
Term of Office
Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
Significant Employees
We have no significant employees other than our officer and director.
Family Relationships
Aside from Messrs. Gregory Vizirgianakis and Stavros G. Vizirgianakis, who are brothers, there are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.
Involvement in Certain Legal Proceedings
During the past 10 years, none of our current directors, nominees for directors or current executive officers has been involved in any legal proceeding identified in Item 401(f) of Regulation S-K, including:
| 1. | Any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing; |
| 2. | Any conviction in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| 3. | Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities: |
| a. | Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; |
| b. | Engaging in any type of business practice; or |
| c. | Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws; |
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| 4. | Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with persons engaged in any such activity; |
| 5. | Being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; |
| 6. | Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
| 7. | Being subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: |
| a. | Any Federal or State securities or commodities law or regulation; or |
| b. | Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or |
| c. | Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; |
| 8. | Being subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July 25, 2022, the beneficial ownership of our common and preferred stock by each executive officer and director, by each person known by us to beneficially own more than 5% of the our common stock and by the executive officers and directors as a group. Unless otherwise noted, the address of each beneficial owner is located at Northlands Deco Park | 10 New Market Street | Stand 299 Avant Garde Avenue | North Riding | 2169.
| Title of class | Name and address of beneficial owner(1) | Number of shares - Beneficial ownership | Percent of class (2) | |||||
| Common | Gregory Vizirgianakis | 5,304,015 | 45% | |||||
| Common | Peter van Niekerk | 401,965 | 3% | |||||
| Common | Stavros G. Vizirgianakis | 4,196,016 | 36% | |||||
| Common | Joseph P. Dwyer | 0 | 0% | |||||
| Total of All Directors and Executive Officers (4 persons): | 9,901,996 | 84% | ||||||
| More Than 5% Beneficial Owners: | ||||||||
| NONE |
| (1) | As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date. |
| (2) | The percent of class is based on 11,733,750 voting shares as of July 25, 2022. |
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Our authorized capital stock consists of 200,000,000 shares of common stock, with a par value of $0.001 per share, and 20,000,000 shares of preferred stock, with a par value of $0.001 per share. As of July 25, 2022, there were 11,733,750 shares of our common stock issued and outstanding. Our shares are held by 67 stockholders of record. We have not issued any shares of preferred stock.
Common Stock
Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law or provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of our common stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Holders of our common stock representing fifty percent (50%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors.
Subject to any preferential rights of any outstanding series of preferred stock created by our board of directors from time to time, the holders of shares of our common stock will be entitled to such cash dividends as may be declared from time to time by our board of directors from funds available therefore.
Subject to any preferential rights of any outstanding series of preferred stock created from time to time by our board of directors, upon liquidation, dissolution or winding up, the holders of shares of our common stock will be entitled to receive pro rata all assets available for distribution to such holders.
In the event of any merger or consolidation with or into another company in connection with which shares of our common stock are converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of our common stock will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash). Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.
Preferred Stock
Our board of directors is authorized by our articles of incorporation to divide the authorized shares of our preferred stock into one or more series, each of which must be so designated as to distinguish the shares of each series of preferred stock from the shares of all other series and classes. Our board of directors is authorized, within any limitations prescribed by law and our articles of incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock including, but not limited to, the following:
| (1) | The number of shares constituting that series and the distinctive designation of that series, which may be by distinguishing number, letter or title; |
| (2) | The dividend rate on the shares of that series, whether dividends will be cumulative, and if so, from which date(s), and the relative rights of priority, if any, of payment of dividends on shares of that series; |
| (3) | Whether that series will have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights; |
| (4) | Whether that series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors determines; |
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| (5) | Whether or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption, including the date or date upon or after which they are redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; |
| (6) | Whether that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; |
| (7) | The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series; and |
| (8) | Any other relative rights, preferences and limitations of that series. |
Provisions in Our Articles of Incorporation and By-Laws That Would Delay, Defer or Prevent a Change in Control
Our articles of incorporation authorize our board of directors to issue a class of preferred stock commonly known as a "blank check" preferred stock. Specifically, the preferred stock may be issued from time to time by the board of directors as shares of one (1) or more classes or series. Our board of directors, subject to the provisions of our Articles of Incorporation and limitations imposed by law, is authorized to adopt resolutions; to issue the shares; to fix the number of shares; to change the number of shares constituting any series; and to provide for or change the following: the voting powers; designations; preferences; and relative, participating, optional or other special rights, qualifications, limitations or restrictions, including the following: dividend rights, including whether dividends are cumulative; dividend rates; terms of redemption, including sinking fund provisions; redemption prices; conversion rights and liquidation preferences of the shares constituting any class or series of the preferred stock.
In each such case, we will not need any further action or vote by our shareholders. One of the effects of undesignated preferred stock may be to enable the board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of our management. The issuance of shares of preferred stock pursuant to the board of director's authority described above may adversely affect the rights of holders of common stock. For example, preferred stock issued by us may rank prior to the common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of common stock. Accordingly, the issuance of shares of preferred stock may discourage bids for the common stock at a premium or may otherwise adversely affect the market price of the common stock.
Dividend Policy
We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.
Share Purchase Warrants
We have not issued and do not have outstanding any warrants to purchase shares of our common stock.
Options
We have not issued and do not have outstanding any options to purchase shares of our common stock.
Convertible Securities
We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.
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Certain Anti-Takeover Provisions
Nevada Revised Statutes sections 78.378 to 78.379 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. Our articles of incorporation and bylaws do not state that these provisions do not apply. The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and residents of the State of Nevada; and does business in the State of Nevada directly or through an affiliated corporation. Because of these conditions, the statute currently does not apply to our company.
No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
The Doney Law Firm, our independent legal counsel, has provided an opinion on the validity of our common stock.
AJSH & Co LLP have audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in their audit report. AJSH & Co LLP has presented their report with respect to our audited financial statements. The report of AJSH & Co LLP is included in reliance upon their authority as experts in accounting and auditing.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the following provisions, or otherwise, we have 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 us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the shares being registered, we 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.
Company Overview
Medinotec Inc. was formed on April 26, 2021 in the State of Nevada. On March 2, 2022, we acquired DISA Medinotec Propriety Limited, a South African corporation, from Minoan Medical Proprietary Limited ("Minoan"), a company incorporated in South Africa, and owner of all the capital stock of DISA Medinotec Propriety Limited. We accomplished the acquisition pursuant to the terms and conditions of a Share Exchange Agreement under common control with Minoan whereby we acquired all the capital stock of DISA Medinotec Proprietary Limited in exchange for the issuance of stock at par value and the transfer of the outstanding loan account. The consideration payable of $11 for the outstanding equity and the Medinotec Group of Companies would take on the responsibility of the loan account payable to Minoan of $1,583,661.
This Purchase was concluded between Minoan and a local newly established investment vehicle of Medinotec Inc. called Medinotec Capital Proprietary Limited in South Africa after Medinotec Inc. registered the company as a shelf company by injecting $10,000 into it on December 18, 2021. Medinotec Capital Proprietary Limited serves as the acquisition vehicle for Medinotec Inc on the continent of Africa.
Combined these companies now form the Medinotec Group of Companies.
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Our History
Prior to the above, in 2015, Disa Vascular, an innovative medical device company that specialized in vascular technology for the treatment of coronary artery disease, was acquired. It was subsequently renamed DISA Medinotec Proprietary Limited. DISA Medinotec Proprietary Limited was situated in Cape Town, South Africa and within walking distance from Groote Schuur Hospital, had been developing stents for the international market since 1998. It has since produced high-quality medical devices through in-depth research and development capabilities (“R&D”) and a total commitment to patient care. Today the products are sold via a network of distributor partners both in South Africa and internationally.
A professional team consisting of our CEO and CFO was recruited to implement and execute the strategy, and an infrastructure of a large manufacturing facility was established, substantially increasing our manufacturing and warehousing capabilities.
Various distributors were appointed, and rights obtained to grow sales internationally, especially in Namibia and Mauritius, as well as the Middle East, Europe, South America and portions of Asia. We plan to establish various networks to export and distribute our products in North America and other FDA comparable countries such as, Australia, Japan and China. The FDA approval that was granted for the Trachealtor in November 2021 together with the recent concluded private placement allows for the roll out in the United States to start during the 2023 fiscal year. In addition, we are finalizing multiple patent and trademark applications in several territories, which we believe will give us the ability not only to maintain our intellectual property but also to market our products aggressively.
The manufacture of medical devices for the treatment of vascular and airway diseases is now done from our facility in Johannesburg, South Africa. Raw materials and components used in manufacture are sourced from a number of local and international suppliers to ensure continuity of supply while maintaining high quality and reliability. Procedures and processes are in place to ensure that these materials meet the regulatory requirements and comply to specifications, and suppliers are regularly evaluated to monitor their quality performance.
The core values of care, learning, continuous improvement, innovation, outstanding delivery, and relationship building are important to the success of the business. The quality of the manufactured products is achieved through careful selection of suppliers and the maintenance of good manufacturing practices, thereby guaranteeing the mitigation of risk.
Human Resources
As of February 28, 2022, we employed a total of 25 full-time employees and retained 3 independent consulting companies within the Medinotec Group of Companies of which DISA Lifesciences is the biggest. The "teams” below represent a combination of employees and independent consultants.
| § | Commercial team: Through our distribution partnerships with the 3 consulting companies, the Commercial team representing the products of the Medinotec Group of Companies consists of over 100 individuals responsible for all aspects of the sales process, including pricing, marketing, transportation and logistics, product development and general customer service. 12 of these 100 representatives currently have the products of the Medinotec Group of Companies as their core focus and the remaining 88 represent a blended basket of products which includes the products of the Medinotec Group of Companies and other products that are non-related to the group. |
| § | Sales team: The team is organized by both region and end-market and comprises a group of experienced and dedicated team members who understand the industry and who are experts in their various medical fields. The team is led out of the Johannesburg head office and is regionally positioned in the major medical markets across South Africa. As the Company makes decisions to enter or expand its presence in certain markets or regions, it expects to continue to add dedicated team members to support that growth. |
| § | Marketing team: This team coordinates all new and existing customer outreach efforts and identifies emerging market trends and new product opportunities. This includes producing exhibits for trade shows and exhibitions, manufacturing product overview materials, participating in regional industry meetings and other trade associations and managing advertising efforts in trade journals. |
| § | Transportation Warehouse and Logistics team: The team manages domestic and international shipments and product deliveries by directing inbound and outbound ocean vessel and flights traffic, supervising equipment maintenance, coordinating with freight carriers to ensure equipment availability, ensuring compliance with shipping regulations and strategically planning for future growth. This team also ensures storage and shipping happens in accordance with the quality requirements of each product. |
| § | Technical team: The team services and maintains all major equipment held in ours warehouses as well as products purchased by customers requiring regular servicing and general maintenance. |
| § | Customer Services team: This team is dedicated to creating an exceptional customer experience and making it easy to do business with us. It aims to accomplish this by consistently exceeding customer expectations, continually improving service performance, offering efficient and timely responses to customer needs, being available to customers 24/7, and providing customers with personal points of contact. |
These functions are backed up by various back-office functions including, but not limited to, Quality, Finance, Admin and Regulatory staff.
Attracting the right employees is vital to the success of the Medinotec Group of Companies, and the contribution they make to the business is highly valued. Focus on attracting the most competent and suitable people to operate in a rewarding work environment is a priority, particularly in the highly competitive labor market in which we operate.
The below table shows the approximate number of employees, the employment status as full or part time, and the employer within the Medinotec Group of Companies. None of our employees are represented by a labor union with respect to their employment with us. We have not experienced any work stoppages, and we consider our relations with our employees to be good.
| Employer | Number of Employees | Status of Employees | ||||
| Medinotec Inc. | 2 | Full time | ||||
| Medinotec Capital Proprietary Limited | 2 | Full time | ||||
| DISA Medinotec Proprietary Limited | 23 | Full Time | ||||
Seasonality
Sales reflect the cyclical nature of the business, as the number of procedures incorporating our products does decrease in the summer holiday months of December and January within the South African market, which is currently the predominant market in the Medinotec Group of Companies. This cyclical nature has been enhanced by the Covid-19 pandemic, which has resulted in an unprecedented decline in healthcare utilization, largely due to the postponement of elective surgeries and patient aversion to exposure to the potential risk of infection in some healthcare settings.
Our Business Strategy
Our objective is to become one of the significant industry players within the next five years. We plan to achieve this by:
| 1. | growing our product range; |
| 2. | building our competences; and |
| 3. | through making strategic acquisitions. |
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Our strategy includes investing in the entire value chain ranging from the importation of raw materials, manufacturing capabilities and the marketing and selling of products, through to the distribution of its products to customers via our sales network.
To date, organic growth that has been shown in the strong track record and growth of the acquired DISA Medinotec Proprietary Limited, South Africa, in its multiple years of existence, which has been supported by strong management teams and the development of intellectual property identified and then executed upon. This proven track record and strong growth paired with the successful private placement money raised by Medinotec Inc., positions the Medinotec Group of Companies well to grow into new markets. Regardless of whether we own 100% of the med-tech target or retain a smaller percentage ownership via acquisitions, the model is supported by the strength and reach of the distribution channels we have created or partnered with over the past years.
A high-level overview of our strategy follows on page 33, which is followed by a discussion on how we implement this strategy.
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Our Strategic Differentiators
Two of the most valuable assets we have are our long-term customer relationships and our strong distribution and marketing network. Through our distribution partnership, we have a network of over 100 sales representatives, who cover approximately 60% of all hospital theatre floors on a weekly basis in South Africa. We plan to replicate such a network in the US post listing. Subsequent to obtaining FDA approval for the Trachealator, we have applied for approval for the remainder of our products.
We attribute our success to the following key strengths:
| § | Commitment to innovation: We are dedicated to continuing to develop patentable products and offerings through R&D. We have accelerated R&D efforts and made the route to market shorter. |
| § | Experienced management team: The members of the Company’s management team bring considerable experience to the dynamic environment in which we operate. Their expertise covers a range of disciplines, including industry-specific operating and technical knowledge. The Company has assembled an agile, creative and responsive team that can quickly adapt to changing market conditions |
| § | Extensive geographic footprint: We believe that the strategic location of our facilities and logistics capabilities contribute to our customer retention rates and our ability to reach broader market segments. |
| § | Low-cost operating structure: We focus on building and operating facilities with low operating costs to enable it to better manage market downturns. |
| § | Strong relationships with customers: We have a long and enviable track record of timely delivery of products, which contributes to a reputation for dependability. Our extensive network of technical resources and other expertise enables us to collaborate with customers to develop product offerings to improve their satisfaction. |
| § | Extensive knowledge of setting up distribution channels: We have various exclusive distribution agreements in place with distributors to ensure these distributors include our products into an extensive product mix, which includes some of the most innovative and cutting-edge technologies available today. |
| § | Focus on safety and wellbeing: We focus on the safety of our employees and our patients and maintain safe and responsible operations. We are known in the communities in which we operate as a preferred employer and as a responsible corporate citizen. |
The Three Pillars of our Strategy
| 1. | Innovate and Grow our Product Range |
DISA Medinotec Proprietary Limited established itself as a highly successful company that has been investing heavily in creating its own IP, as well as the R&D and manufacturing techniques involved in producing unique niche medical devices, thereby creating a value base that is ready to enter advanced high-value markets in North America.
The approach, agility and excellent production capabilities have allowed DISA Medinotec Proprietary Limited to capitalize on key medical trends, while an in-depth market knowledge and understanding have enabled anticipation of market needs well in advance. This, combined with accelerated product development, innovation and speed to market, with a focus on cost reduction, equipment upgrades and low-cost facilities, has proved to be a recipe for success.
We currently have four products that are commercially available and a rich pipeline of developmental projects. We currently derive most of our profits by selling these products in South Africa, leaving ample room to grow the basket offering that sales personnel take to the market. Our plan is also to constantly innovate and enhance our product range to ensure our competitiveness.
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The products are generally targeted at more complex, specialized surgical cases and are specifically relevant in medical centers of excellence. During 2018,DISA Medinotec Proprietary Limited recognized the need to become a significant player in manufacturing in reaction to the risk of price sensitivity.
DISA Medinotec Proprietary Limited currently specializes in niche products within the disciplines of cardiology and respiratory interventions in which we are involved in medical device design, development and manufacture, all supported by a well-trained and educated sales and distribution channel. The specialty areas include:
| § | Interventional Cardiology, which involves surgery performed on the heart and vessels to correct life-threatening conditions. The surgery is performed by minimally invasive intravascular methods depending on the condition to be corrected. |
| § | Interventional Endolaryngeal Endoscopy, which involves balloon dilation to treat suitable airway stenosis by ENT surgeons and anesthetists. |
In the lead up to the listing, during 2021 we embarked on a series of comprehensive market development activities, refocusing resources and efforts to increase awareness of:
| § | the benefits of the Trachealator and other Medinotec products; |
| § | the indications for use of our products in territories that accept the European CE Mark; and |
| § | the overall cost efficiency of our products. |
The focus is on markets with surgical centers of excellence, including the Middle East, Western Europe and the US, with the aim of:
| § | increasing the number of surgeons endorsing and using our products, not necessarily through sales, but through skills transfer; |
| § | increasing the number of procedures conducted; and |
| § | solidifying key opinion leader support and publications related to the use of our products during procedures. |
In addition, we appointed and trained various distributors in the Middle East, Western Europe, portions of Asia and South America, with several training initiatives also held in the USA where FDA approval have been granted for the Trachealtor following the 510(k) substantially equivalence process for Class II medical devices. We believe this positions the product to start sales in the USA.
In September last year we established the first training center in the African region for our products, which is situated in Johannesburg, South Africa at the Oxygenics International Medical Training Centre. The region has been a major contributor to product placements and surgical cases. The training center is expected to drive increased utilization of our products worldwide by connecting our partners. Given South Africa’s proximity as a centralized hub it is easily reachable by most of our partners. It is further expected to encourage greater adoption of our technology in other territories and hospitals.
DISA Medinotec Proprietary Limited are pleased to report that during the 2022 and 2021 fiscal years, surgeons performed over 3,000 procedures using our products, however the product have not been marketed to its fullest potential over the previous years as a result of the impact of the Covid-19 pandemic on elective surgeries and hospital operations. Furthermore, a multitude of peer-reviewed clinical papers have been published providing further support of the clinical utility of our products.
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The Medinotec Group’s growth plan is determined by the surgical devices market, which is currently the main contributor to sales. The sector is expected to achieve a compound annual growth rate (“CAGR”) of nearly 6.5% during the period 2017-2025. (Source: Mordor Intelligence.) Moreover, healthcare in developing countries – our primary target market – is undergoing rapid changes. The growing population in these countries is likely to lead to increased demand for healthcare, including medical devices. The growing burden of diseases and innovative medical treatments currently accounts for nearly two-thirds of the rise in spending.
Spending on healthcare in countries such as China and India is also expected to increase during the forecast period. According to a report by the World Economic Forum, it is estimated that one-third of all global health expenditure will be incurred by emerging economies by 2022. Certain investments in the healthcare sector thus offer attractive long-term financial benefits. Medical care is one such area in which individuals tend to increase spending as incomes grow.
North America is expected to continue dominating the overall market for medical supplies and investment opportunities. The US holds the largest market share in the region due to the superior regulation of surgical devices and a growing awareness among the population of an alternative approach for procedures in the treatment of injuries, and for chronic disease management.
Key Market Trends and Our Response to These
There is currently a massive drive for minimal invasive procedures done at lower costs, which in turn decreases hospitalization and the cost of procedures and theatre time. As this is the primary market for our devices, i.e., minimally invasive procedures, it is important for us to be at the cutting-edge of technological developments at the correct price point to remain relevant. It is also important to diversify product offerings to ensure that all the products used during a procedure can be supplied by one service provider. The price of these devices is also expected to fall given the entry of many new players in the market.
Another market driver is the growing population in developing countries for healthcare and procedures, which has increased significantly in recent few years as previously mentioned.
Major shifts in industry market share have occurred in connection with product problems, physician advisories, safety alerts, results of clinical trials to support superiority claims, and publications about products, reflecting the importance of product quality, product efficacy and quality systems in the medical device industry.
In the current environment of managed care, economically motivated customers, consolidation among healthcare providers, increased competition, and declining reimbursement rates, we have been increasingly required to compete on the basis of price. In order to continue to compete effectively, we must continue to create or acquire advanced technology, incorporate this technology into proprietary product offerings, obtain regulatory approvals in a timely manner, maintain high-quality manufacturing processes, and successfully market these products.
Government and private sector initiatives to limit the growth of healthcare costs, including price regulation, competitive pricing, bidding and tender mechanics, coverage and payment policies, comparative effectiveness of therapies, technology assessments and managed-care arrangements, are continuing in many countries in which the Company does business, including the US.
These initiatives put increased emphasis on the delivery of more cost-effective medical devices and therapies. Government programs, including Medicare and Medicaid, private healthcare insurance and managed-care plans have attempted to control costs by limiting the amount of reimbursement they will pay for particular procedures or treatments, tying reimbursement to outcomes, shifting to population health management, and other mechanisms.
Hospitals, which purchase our technology, are also seeking to reduce costs through a variety of mechanisms, including, for example, centralized purchasing, and in some cases, limiting the number of vendors that may participate in the purchasing program. Hospitals are also aligning interests with physicians through employment and other arrangements, such as gainsharing, where a hospital agrees with physicians to share any realized cost savings resulting from changes in practice patterns such as device standardization. This has created an increased level of price sensitivity among customers for our products.
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The next logical step for us would be to secure investment opportunities and additional distributor relationships through the North American territory and to further deploy this for growth in its distribution channels.
Our Competitor Landscape
The Medinotec Group of companies operates in highly competitive markets that are characterized by a number of large, multinational players as well as a number of small, regional or local distributors. Some of the major players include Johnson & Johnson, Boston Scientific, Cook Medical, Cordis, B. Braun, Teleflex, Medtronic, Merit Medical, Endotec, Conmed and Cadence.
Competition is based on price, consistency and quality of product, site location, distribution capability, customer service, reliability of supply, breadth of product offering and technical support. The principal competitive factors in these markets are product features, value-added solutions, reliability, clinical evidence, reimbursement coverage, and price.
We compete with many companies having significantly more capital resources, larger research laboratories and more extensive distribution systems.
| 2. | Build our Competencies |
Our investment in R&D includes a state-of-the-art production facility in Johannesburg, South Africa. This facility allows for a significant increase in capacity and output, with a 400 m2 ISO 7 cleanroom. The facility also has increased laboratory space, including a “dry” laboratory for microscopy, mechanical testing, prototyping and experimentation, and a “wet” laboratory for pressure testing, weighing, experimentation with liquids and 3D printing, as well as a workshop containing turning, milling, grinding and other equipment necessary for building custom machinery and performing repairs or creating prototypes.
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A large packaging area and a dedicated EtO sterilizer facility provide the capacity to perform sterilization on our products. We also operate an ISO 13485 Quality Management System. Our products are also CE-Marked, with IP protection.
We have expertise in numerous innovative medical manufacturing techniques, including balloon forming, several heat and adhesive bonding techniques, device coating, grinding, catheter laminating and many others. Many of products incorporate high-performance medical balloons. As a result, the latest balloon-forming manufacturing technology has been procured and commissioned in the new manufacturing facility to assist in increasing production capabilities of interventional balloon catheter products.
The Medinotec Group of Companies will further invest in strategic capital projects to introduce innovative technologies, efficiency improvements and capacity expansion in key growth categories. This will be implemented through:
| § | Focusing on processes, from sales management to customer relationships. |
| § | Creating new channels and brand availability. |
| § | Expanding growth strategy through strategic partners. |
| § | Identifying quick-return capital projects. |
As explained in this prospectus, by leveraging off our low-cost base in South Africa we aim to become one of the leading med-tech companies in the world.
| 3. | Make Strategic Bolt-on Acquisitions |
The acquisitive growth strategy of the Medinotec Group of Companies focuses largely centers around capacity or capability-enhancing businesses or as an entry into new or high-growth product categories. We will also focus on acquiring complementary IP and businesses.
This will be implemented through:
| § | proactively identifying strategic bolt-on acquisitions to fill gaps in our existing product categories and manufacturing lines; and |
| § | building strategic alliances with international customers or suppliers. |
Our Implementation Plan
Any business strategy requires a plan that outlines a roadmap for implementation. The Medinotec Group of Companies plan outlines how we will continue to ensure quality manufacturing of our current products, ongoing investment into our own IP, and planned acquisitions to ensure the financial stability of current operations, the longevity of our organization and a smooth integration process for new businesses we may acquire. The key drivers in our plan that support the business strategy are as follows:
| § | Increase our presence and product offering in specialty product end-markets. In the past, we have signed various exclusive distribution agreements across multiple territories to enhance our product basket and reach. |
| § | Our R&D and business development teams work together to enhance existing product offering. These teams also pursue opportunities to acquire new product offerings through business acquisitions and distributorships that are expected to increase our presence and market share in certain specialty product markets and/or allow us to enter new markets. We manage a robust pipeline of new products and business relationships in various stages of development and are also in various stages of expanding capabilities to improve product offerings across our various platforms. |
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| § | Further develop value-added capabilities to maximize margins. We expect to continue investing in ways to increase the value we provide to customers by growing our product offerings, improving our supply chain management, upgrading our IT, and enhancing our customer service model. We are also exploring other ways to expand our reach and our products to provide incremental value to our customers, including new acquisitions to vertically integrate its supply chain and to obtain more of the gross profit share of the entire customer experience. |
| § | Optimize product mix and keep operating costs low. We continue to actively manage our product mix as we seek to maximize profit margins. This requires us to use our proprietary expertise in balancing key variables, such as procurement and processing capacity, transportation availability, customer requirements and pricing. Additionally, we undertake continuous improvement efforts to increase the effectiveness and efficiency of our production and distribution facilities. |
| § | Effectively position logistics capabilities and supply chain network to meet customers’ needs. We continue to strategically position our supply chain in order to deliver according to our customers’ needs. We believe that our supply chain network and logistics capabilities are a competitive advantage that enables us to provide superior service to customers. |
| § | The strategic location of our distribution centers enables us to service major customers within 48 hours (this includes certain deliveries to rural and outlying areas in South Africa, which have limited road access and infrastructure). Additionally, our in-house delivery capabilities allow for direct deliveries and last-minute route adjustments to support our customers. |
| § | Evaluate expansion opportunities and other acquisitions. We expect to continue leveraging our reputation, procurement, distribution capabilities and infrastructure to increase our product offerings and PI, as well as to explore other opportunities to expand our reserve base and sell new products. |
| § | We have completed several projects where we have signed exclusive distribution agreements and agreements, which became operational in 2016-2018. These exclusive agreements have also unlocked the opportunity to bring to market great technological advancements in the medical intervention field in southern Africa. |
| § | We will pursue acquisitions of value-adding products and technologies. We will prioritize acquisitions that will provide us with opportunities to realize synergies, which include entering new geographic markets, acquiring attractive customer contracts, and improving operations. |
| § | Maintain balance sheet strength and flexibility. We intend maintaining financial strength and flexibility to enable us to better manage the business through industry downturns and pursue acquisitions and new growth opportunities as they arise. The business has good cash-producing prospects and this, together with our entrepreneurial mindset, ensures that we are able to quickly pursue opportunities that are time sensitive. |
| § | Carry sufficient levels of inventory to meet the product delivery needs of customers. We aim to carry sufficient inventory, and also to provide payment terms to customers in the normal course of business to meet the operational demands of our customers. Due to the location of our distribution centers in relation to the US, Europe and the Far East, we require our distributors to carry at minimum three (3) months of inventory on fast moving items to avoid supply chain pressures. |
| § | Training and skills development: Our continued investment into the healthcare landscape through training and academic development assists in retaining and maintaining the necessary skills base within southern Africa. Training and skills development in healthcare is an intrinsic and necessary part of our growth strategy. We use a state-of-the-art training facility at our Johannesburg head office, which includes the latest cardiology simulators, to assist young surgeons and health professionals to develop their procedural skills. We also have a full array of non-occlusive balloon dilation technology for training purposes and for hands-on product technical training. |
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Product Distribution
Two of the most valuable assets we have are our long-term customer relationships and our strong distribution and marketing network. Through our distribution partnerships, we have a network of over 100 sales representatives, who cover approximately 60% of all hospital theatre floors on a weekly basis in South Africa. This was established over various years and by understanding the market thoroughly and by providing training and marketing support to customers, sales representatives, and distribution partners. Ongoing support on marketing, education and quality are established with all distributors and sales representatives.
Various distributors were appointed, and rights obtained to grow sales internationally, especially in Namibia and Mauritius, as well as the Middle East, Europe, South America and portions of Asia.
Medinotec Group of Companies currently has an extensive distribution network in South Africa and is in negotiations to establish distribution networks in Europe, if successful these networks will be established and fully operational by the end of the 2023 financial year. Until now all exports have been managed directly out of South Africa by the South African based sales team.
We have had several training initiatives held in the US where FDA approval have been granted for the Trachealtor following the 510(k) substantially equivalence process for Class II medical devices. We believe this positions the product to start sales in the US.
We intent to complete our various networks to be able to export and distribute our products for countries with FDA requirements comparable to North America, including Australia, Japan and China.
Through the operating subsidiary DISA Medinotec Proprietary Limited, we ship our products to customers directly by freight or by air and through our network of in-house and courier partners. Recent market trends have resulted in more of product volumes being transported by high-efficiency road freight.
During 2022, we shipped 3,000 orders to sites and customers. Generally, our distribution centers are strategically located to provide access to road and air freight. We also continually explore ways of optimizing our network to ensure that product remains close to the point of end use. This approach allows us to provide excellent customer service and positions us to take advantage of opportunistic sales.
Product Manufacturing – Quality Assurance and Regulatory Requirements
Quality Management
The safety and quality of our medical devices is assured through rigorous documented procedures and an accredited Quality Management System (“QMS”), which was established in accordance with the requirements of ISO13485, the European Union Medical Device Regulation 2017/745, the US FDA 21 CFR 820 regulations, and the various applicable acts and guidelines legislated by the South African regulatory authorities.
Our QMS is implemented through Medinotec Group of Companies’ policies, procedures and work instructions followed and utilized by all departments. We also maintain an active post-market surveillance program, which enables product performance to be regularly assessed and to be reported to the regulatory authorities if any incident/malfunction occurs that results in severe injury to the patient or death.
Additionally, we maintain quality standards relevant to the storage and distribution of our products. These include technical/quality agreements with our suppliers.
Compliance to all procedures is monitored via an internal audit system and augmented by audits conducted annually by European and American notified bodies.
South African Quality Regulations & Requirements
In South Africa, medical device manufacturing is regulated by the South African Health Products Regulatory Authority (“SAHPRA”), with guidelines published in the Government Gazette No. 40480 in 2016, which refer to licensing of medical devices establishments and the registration required to ensure an acceptable level of safety, quality, and performance. DISA Medinotec Proprietary Limited is registered with SAHPRA and possesses the above-described licenses and registrations for all our products.
International Quality Regulations
Most of our products carry the CE Mark, ensuring
conformity to the legal requirements by the European Union. The valid CE certificates for the devices concerned have been issued in compliance
with the Medical Device Directive 93/42/EEC and these devices can therefore be placed on the market until May 2024. We are currently
in the process of ensuring compliance to the new Medical Device Regulation 2017/745. In addition, we are in the process of obtaining
the required FDA certification for our devices, thus enabling us to market and sell our products in the US., FDA certification
via the 510(k) substantially equivalence process for Class II medical devices for the Trachealator has been obtained in Nov 2021 and
therefore marketing and sales of this product will start soon inside the US.
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Our Key Products
Medinotec Group of Companies owns the patents to premier surgical and healthcare products. The following innovative products are market leaders and meet high quality standards, with the Trachealator being one of our most sought-after and innovative offerings.
The Trachealator
The Trachealator has changed the way that tracheal, and, to a degree, bronchial stenosis is managed in extremely ill patients. While there are multiple causes of tracheal stenosis, it is estimated that thousands of cases are reported every year. Multiple, safe, serial dilations of the trachea are often curative and the Trachealator is currently in our opinion as management the only device that is non-occlusive and which allows the procedure to be done with the patient fully awake and un-sedated.
The Trachealator received its CE Mark in 2019 and is currently sold in 14 markets across Europe, South America and portions of Asia and
has been used successfully on thousands of patients. The FDA approval through the 510(k) substantially equivalence process for Class
II medical devices was obtained in Nov 2021. In May of 2021 in recognition of the technology advancement in the device, it was awarded
a Gold Medal in the Medical Design Excellence Awards.
The Trachealator received the CE Mark of approval by a European notifying body (DEKRA). CE Marking is a qualification mandatory for any product to be sold in countries of the European Union.
This is recognized as a valid quality accreditation by all countries in the world outside the US, Canada, Australia, Japan and China.
The USA and Canada recognize only an FDA approval to accept products in their market – an accreditation that was obtained in November 2021.
Australia, Japan and China have their own quality accreditation systems (TGF, JIS & CFDA respectively) and do not accept CE marking and/or an FDA certificates although European and US approval does help to expedite the review process in these countries.
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Fig. 2: The Trachealator.
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The Cape Cross PTCA Catheter
Medinotec Group of Companies also designed and developed a range of semi-compliant coronary PTCA balloon catheters known as the Cape Cross, which attained a CE Mark and are marketed around the world and in South Africa, becoming a widely used interventional balloons in the market.
A PTCA balloon catheter (also known as a Plain Old Balloon Angioplasty [“POBA”] catheter) is inserted either from the groin or the arm and threaded through the blood vessels, through the aorta into the heart. The cardiac surgeon and/or interventional cardiologist will move the catheter to the blocked artery (plaque). The balloon part of the catheter is inflated to open the blockage in the artery, after which the balloon is deflated, and the entire catheter withdrawn and removed. If this procedure is not effective enough to open the artery, a coronary stent will be placed inside the diseased area of the artery.
Fig. 3. The Cape Cross PTCA Catheter.
Cape Cross Non-Compliant (“NC”) Catheter
On the back of the Cape Cross, the Cape Cross NC Catheter was developed for post dilation purposes. The product has become a mainstay of our cardiology range. It is CE Marked and widely used in South Africa. After a stent is placed in an artery, it is followed up by moving a NC catheter to the site where the stent was placed. The NC catheter balloon part is then inflated inside the stent. This is done to “seat” the stent inside the artery wall. In other words, if the stent was not optimally placed, the NC Catheter can be used to make the stent fit “snugly” against the artery wall to avoid dislodgement and movement of the stent after placement.
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Fig. 4. The Cape Cross Non-Compliant (“NC”) Catheter.
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The “Lamprey” Suction Dissector
The “Lamprey” Suction Dissector is a surgical tool used in the fields of neurosurgery, ENT surgery and general surgery to combine the processes of suctioning blood out of the surgeon’s field of view while dissecting sensitive structures simultaneously without having to change instruments. It is both a precision and time saving device, which has received the CE Mark.
The “Lamprey” works where the suction is connected to the back of the device when used during surgical procedures. During removal of extra tissue/tumors, etc. it is used to remove the blood from the site as well as any additional pieces of tissue/blood clots/debris etc. Inside the mesh tip at the front end of the device are “fingers” which facilitate the quick removal of debris through the handle to ensure that the canal remains open and free flowing. The device is currently undergoing more user-specific testing..
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Fig. 5. The “Lamprey” Suction Dissector.
Aortic Perfusion and Dilation Catheter (Developmental)
The Aortic Perfusion and Dilation Catheter is a non-occlusive perfusion balloon to allow the expansion of the aortic valve without impeding the cardiac output. It is currently in the mid stages of research and development. This catheter could potentially be used to post dilate the artificial valve in TAVI without the need for pacing. We anticipate the commencement of human trials in the fourth quarter of 2022.
The Micro CTO Catheter (Developmental)
We have started developing a highly specific niche CTO catheter balloon of 1mm diameter in diameter, which is expected to be launched in the third quarter of 2022. This micro-balloon catheter addresses an extremely specific market need for difficult coronary cases and will further cement our position as one of the premier specialized coronary balloon catheter manufacturers.
The Tracheal Stent (Developmental)
We are currently in the initial stages of development of a new self-expanding, temporary, silicone tracheal stent to be used in conjunction with the Trachealator balloon in the treatment of tracheal stenosis. The complimentary nature of this product will further build on our know how in the field of advanced airway management, and we look forward to its further design and testing over the upcoming months.
Product Development Pipeline
The following distinct and finite developmental phases / stages are applicable to all our products, namely:
| 1) | R&D |
| 2) | Pre-production prototyping |
| 3) | Testing |
| 4) | Production |
| 5) | Clinical trials |
| 6) | CE Mark accreditation |
| 7) | Local marketing & selling |
| 8) | International sales outside the US |
| 9) | FDA 510 (k) approval |
| 10) | Sales to the United States. |
The products described below have reached the following stages:
| Trachealator: | The only outstanding phase is the commencement of sales to the United States. All the necessary preparations have been made (e.g. renting offices, hiring sales and admin staff) and it is therefore envisaged that sales will begin by the end of the 2nd Quarter of 2022. | |
| Cape Cross PTCA Catheter: | FDA 510(k) approval still needs to be obtained by the end of the 4th quarter 2022 and commencement of sales in the US in the first quarter of 2023. | |
| Cape Cross NC Catheter: | As for Cape Cross PTCA catheter described above. | |
| Lamprey Suction Dissector: | R&D, Testing, Pre-Production Prototyping, Production, Clinical Trials, and CE Marking have all been completed. | |
| Aortic Perfusion & Dilatation Catheter: | R&D, Testing and Pre-Production Prototyping. | |
| Micro CTO Catheter: | R&D and Testing. | |
| Tracheal Stent: | R&D |
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Intellectual Property
Medinotec Group of Companies currently holds various product registration certificates and operating licenses, which allow us to operate as an importer of raw materials for the manufacture of medical devices and an exporter and distributor of these products within the territories we service. We also hold various patents, trademarks, and other intangible proprietary rights that are considered material to the business and its ability to compete effectively with other companies.
Medinotec Group of Companies pursues a policy of obtaining patent protection in the US, China, Europe, Middle East, South America and Australia for patentable subject matter in our products and attempt to review third-party patents and patent applications to the extent publicly available to develop an effective patent strategy. This assists in avoiding the infringement of third-party patents, helps identify licensing opportunities and monitors the patent claims of others.
Due to the Trachealator being fairly new, patent applications for the Trachealator have been filed in the following countries or regions: USA, European Union, Canada, China, Australia, Brazil, Korea and South Africa. All other products are either not novel enough to file a patent or not yet developed far enough to start filling processes.
The status of these applications is listed below:
| 1) | USA: | Examination is expected by the end of 2022 – Application number: 16/860.596 | |
| 2) | European Union: | An examination report is expected by the end of the Second quarter of 2022 – Application Number: 18903920.0 | |
| 3) | Canada: | Examination has been demanded and is expected by the October2022 – Application number: 3086610 | |
| 4) | China: | Examination of formalities was conducted successfully in April 2022. Substantive examination is now awaited – Application number 2018800865582 | |
| 5) | Australia: | Direction to request examination is expected early 2023 – Application number: 2018406682 | |
| 6) | South Aica: | Patent has been awarded in June 2022. Application number: 2020 / 02618 |
No patents have been licensed from third parties.
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Trade Secrets
With respect to some of our products, Medinotec Group of Companies rely principally on trade secrets, rather than patents, to protect proprietary processes, methods, documentation and other technologies, as well as certain other business information.
Although Medinotec Group of Companies seek patents from time to time as discussed above, patent protection for other industrial and specialty products requires a costly federal registration process with an uncertain outcome that would place confidential information in the public domain.
Medinotec Group of Companies also rely on trade secrets, expertise, continuing technological innovations, and licensing opportunities to develop, maintain and strengthen our competitive position. We strive to protect our trade secrets indefinitely through the use of confidentiality agreements and other security measures, understanding that these efforts may prove to be ineffective.
Research and Development
All R&D is conducted within the Medinotec Group of Companies, which employs the necessary engineers, and technical and support personnel. The in-house technical expertise includes biomedical engineering and product design. The R&D team focuses primarily on developing new products and supporting existing products.
Condition of Physical Assets and Insurance
Parts of the Medinotec Group of Companies are capital intensive and require ongoing capital investment for the replacement, modernization and/or expansion of equipment and facilities. We therefore maintain insurance policies against property loss and business interruption and insure against other risks that are typical in the operation of the business, in amounts that we believe to be reasonable. Where costs are deemed to be commercially unviable, we self-insure. Such insurance, however, contains exclusions and limitations on coverage, particularly with respect to environmental liability and political risk. There can thus be no assurance that claims would be paid under such insurance policies in connection with a particular event.
Primary Customers
Medinotec Group of Companies primary customers include hospitals, clinics, third-party healthcare providers, distributors, and other institutions, including governmental healthcare programs and group purchasing organizations (“GPOs”). We also benefit from strong and long-standing relationships with customers in each of the industrial and specialty products end-markets we serve.
Third Party Coverage and Reimbursement
Healthcare providers that purchase medical devices generally rely on third-party payors, including private payors, such as indemnity insurers, employer group health insurance programs and managed care plans, to reimburse all or part of the cost of the products. As a result, demand for our products is and will continue to be dependent in part on the coverage and reimbursement policies of these payors.
The manner in which reimbursement is sought and obtained varies based upon the type of payor involved and the setting in which the product is furnished and utilized. Reimbursement from Medicare, Medicaid and other third-party payors may be subject to periodic adjustments as a result of legislative, regulatory and policy changes, as well as budgetary pressures.
Possible reductions in, or eliminations of, coverage or reimbursement by third-party payors, or denial of, or provision of uneconomical reimbursement for new products may affect our customers’ revenue and ability to purchase our products. Any changes in the healthcare regulatory, payment or enforcement landscape relative to our customers’ healthcare services have the potential to significantly affect our operations and revenue.
Description of Property
Currently, we do not own any real estate. Our principal executive offices are located at Northlands Business Park, 171 Bush Telegraph Avenue, Northriding, Johannesburg, South Africa. We have entered into a five-year lease for this 8,783 square foot facility, with a cost of approximately $7,000 per month. We believe that our properties are adequate for our current needs, but growth potential may require larger facilities due to anticipated addition of personnel. We do not have any policies regarding investments in real estate, securities or other forms of property.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
Impact of the Covid-19 Pandemic
In March 2020, the impact of Covid-19 and related actions to attempt to control its spread began to impact the Medinotec Group of Companies operating results, with year-on-year consolidated revenue trends beginning to weaken rapidly and materially. As these events developed, we executed on our business continuity plans and our crisis management response to address the challenges related to the pandemic.
We are generally following the requirements and protocols published by the US Center for Disease Control and the World Health Organization, as well as local governments, including the South African Government.
We cannot, however, predict when or how actions put in place to restrict/limit infection rates will be lifted as part of our business continuity plans, including work from home requirements and travel restrictions.
We remain focused on the following five priorities:
1. Protecting the Health, Safety and Well-being of our People
| § | As an “essential services provider” as defined by the South African government, the Medinotec Group of Companies head office had been allowed to stay open during the pandemic, even during the first “hard” lockdown implemented by the government in March 2020. |
| § | However, the majority of our employees continue to work from home, with only certain essential employees not working remotely. |
| § | For employees not working remotely, social distancing protocols have been implemented, and the level of cleaning and sanitizing sites has been increased. |
| § | We have adhered to all necessary protocols and government regulations to make our sites safer. Employee travel has also been curtailed to essential business needs only. |
| § | Critical safety information has been communicated to employees throughout the pandemic. |
| § | Despite the challenges faced and intermittent downtime cause by the adherence to Covid-19 best practices and various levels of lockdowns in South Africa, we have managed to maintain high levels of employee attendance and production output. |
2. Preserving our Financial Stability throughout the Medinotec Group of Companies
| § | We continue to closely monitor the impact of Covid-19 on all aspects of the business and the geographies in which we operate, including the impact on customers, employees, suppliers, business partners, and distribution channels. The extent to which the pandemic impacts the business, the results of operations, and the financial position will depend on future developments, which are extremely uncertain and difficult to predict. |
| § | We have implemented plans to manage costs, including a hiring freeze, a reduction in personnel, and significantly limiting the addition of third-party contracted services, travel (except where necessary to meet customer or regulatory needs), and discretionary spending. |
| § | To the extent the business disruption continues for an extended period, additional cost management actions will be considered. |
| § | We expect consolidated revenue to continue to be impacted negatively and materially in fiscal year 2022 and for negative impacts to continue until Covid-19 and related economic and medical conditions improve. |
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3. Supply Chain Disruptions / Sales channels throughout the Medinotec Group of Companies
| § | We have experienced disruptions to our global supply chain and a decrease in sales due to a decrease in elective surgical procedures. |
| § | This resulted in the need for higher inventory levels of certain products and raw materials to ensure product availability. |
| § | We also increased our focus on production efficiencies and staff attendance to ensure service delivery. |
| § | However, the ultimate effect of these disruptions, including the extent of their adverse effect on our financial and operational results, will be impacted by the length of time that such disruptions continue, which will, in turn, depend on the currently unknown duration of the pandemic and the effect of governmental regulations and other restrictions that might be imposed in response to the pandemic. |
4. Supply Chain Disruptions / Sales channels throughout the Medinotec Group of Companies
| § | We have experienced, and may continue to experience, significant and unpredictable reductions in the demand for our products as healthcare customers divert medical resources and priorities towards the treatment of Covid-19. |
| § | Customers may delay, cancel, or redirect planned expenditures in order to focus resources on Covid-19 or in response to economic disruption related to the pandemic. |
| § | The Covid-19 pandemic and local actions, such as “shelter-in-place” orders, restrictions on the sales team’s ability to travel and access customers, or temporary closures of our facilities or the facilities of our suppliers and their contract manufacturers, could further significantly reduce sales and our ability to ship our products and supply customers. |
| § | However, our sales team remains focused on how to meet the changing needs of customers in this “new normal” environment. |
5. Impact on Capital Markets
Capital markets and worldwide economies have been significantly impacted by the pandemic, and it is possible that this could cause a local and/or global economic recession(s). Such economic recession could have a material adverse effect on our long-term business as hospitals and surgical centers curtail overall spending.
The impact on the capital markets could also negatively affect our ability to borrow under financing arrangements. There are certain limitations on our ability to mitigate the adverse financial impact of these items, including the fixed costs of the Medinotec Group of Companies.
Results of Operations for the Years Ended February 28, 2022 and 2021
In considering the financial position of Medinotec Inc. we advise readers of this prospectus to consult the Financial Statements of DISA Medinotec Proprietary Limited, as well as the Medinotec Inc. Consolidated Financial Statements, which provide a fuller overview of the financial position of Medinotec Inc. including comparative results for the periods ended February 2022 and 2021, as well as the post year-end acquisition of DISA Medinotec Proprietary Limited in South Africa. The transaction had an effective date of 2 March 2022. The below provides the analysis of both Medinotec Inc.’s financial information as well as that of DISA Medinotec Proprietary Limited, the subsidiary acquired post year end.
Revenues
For Medinotec Inc., no revenue was declared for the financial period under review; however, after the obligations of the purchase agreement were met on March 2, 2022, DISA Medinotec Proprietary Limited became a subsidiary of Medinotec Group of Companies. For the financial period ending February 28, 2022 the DISA Medinotec Proprietary Limited showed revenue of $1,215,905 up from $493,642 for the prior financial period ending February 28, 2021. This increase is due to the European market and the fact that lighter Covid restrictions allows for less restricted travel and training to be conducted.
Revenue generated by affiliations to related parties were as follows:
For the year ending February 28, 2022, we generated revenue through sales to Minoan Medical Proprietary Limited of $465 695, and to DISA Lifesciences Proprietary Limited of $525,558.
For the year ending February 28, 2021, we generated through sales to Minoan Medical Proprietary Limited of $nil, and to DISA Lifesciences Proprietary Limited $344,657
Please refer to the “Certain Relationships and Related Transactions” section of this prospectus for a more comprehensive summary of all relationships with the Medinotec Group of Companies.
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Cost of Goods
For Medinotec Inc. no cost of goods was declared for the financial period under review; however, after the obligations of the purchase agreement were met on March 2, 2022, DISA Medinotec Proprietary Limited became a subsidiary of Medinotec Group of Companies. For the financial period ending February 28, 2022 DISA Medinotec Proprietary Limited showed Costs of Goods of $666,715 up from $191,342 from the prior financial period ending February 28, 2021. This change is mainly due to the increased sales experienced as cost of goods hold a direct relation to sales. This figure also includes certain inventory adjustments for obsolete inventory that was recorded during covid lock down periods.
No related party transactions are recorded in cost of sales for both 2022 and 2021.
Operating Expenses
For Medinotec Inc. operating expenses incurred for the period ended February 28, 2022 amounted to $610. There are no comparatives since the acquisition occurred post year-end, after the obligations of the purchase agreement has been met on March 2, 2022 when DISA Medinotec Proprietary Limited became a subsidiary of Medinotec Group of Companies. For the financial period ending February 28, 2022 DISA Medinotec Proprietary Limited showed total operating expenses of $759,394 up from $561,073 from the prior financial period ending February 28, 2021. The change is mainly attributable to the General and Admin expenses which showed a step cost increase to support the higher sales figure due to the amount of countries penetrated during the year there was also an increase in general compliance cost to list products in these countries and to provide initial training and marketing into these countries.
Related party Minoan Capital Proprietary Limited for Rental expenses in 2022 were $38,157 and in 2021 $38,157.
Net Loss
For Medinotec Inc. the net loss for the period ended February 28, 2022 was $161. There are no comparatives since the acquisition occurred post year-end, after the obligations of the purchase agreement has been met on March 2, 2022 when DISA Medinotec Proprietary Limited became a subsidiary of Medinotec Group of Companies. For the financial period ending February 28, 2022 the company showed total net loss of $167,154 up from a loss of $36,683 from the prior financial period ending February 28, 2021. The change is mainly attributable to the General and Admin expenses which showed a step cost increase to support the higher sales figure.
Related party Minoan Capital Proprietary Limited for Rental expenses in 2022 were $38,157 and in 2021 $38,157.
Results of Operations for the Quarter Ended May 31, 2022 and 2021
Revenues
Group revenue for the quarter ended May 31, 2022 was $196,472 whilst no revenue was recorded in the comparative quarter in the prior year; however, after the obligations of the purchase agreement were met on March 2, 2022, DISA Medinotec Proprietary Limited became a subsidiary of Medinotec Group of Companies. For the quarter ending May 31, 2021 the DISA Medinotec Proprietary Limited showed revenue of $319,696.
Revenue generated by affiliations to related parties were as follows:
For the quarter ending May 31, 2022, we generated revenue through sales to DISA Lifesciences Proprietary Limited of $125,523.
For the quarter ending May 31, 2021, we generated revenue through sales to DISA Lifesciences Proprietary Limited of $215,041.
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Cost of Goods
The Group recorded cost of goods of $86,021 for the quarter ending May 31, 2022. No cost of goods were recorded in the comparative quarter in the prior year however, after the obligations of the purchase agreement were met on March 2, 2022, DISA Medinotec Proprietary Limited became a subsidiary of Medinotec Group of Companies. For the quarter ending May 31, 2021 the DISA Medinotec Proprietary Limited showed cost of goods of $103,924.
No related party transactions are recorded in cost of sales for both quarters in 2022 and 2021.
Operating Expenses
Operating expenses were $200,871 for the quarter ended May 31, 2022. No operating expenses were recorded in the comparative quarter in the prior year; however, after the obligations of the purchase agreement were met on March 2, 2022, DISA Medinotec Proprietary Limited became a subsidiary of Medinotec Group of Companies. For the quarter ending May 31, 2021 the DISA Medinotec Proprietary Limited showed operating expenses of $210,717.
Related party Minoan Capital Proprietary Limited for Rental expenses in the first quarter was $9,552. The related party rental expenses in the same quarter preceding year amounted to $9,815.
Net Loss
Medinotec Group of Companies recorded a loss in the quarter ending May 31, 2022 of $54,558. There are no comparatives since the acquisition occurred post year-end, after the obligations of the purchase agreement has been met on March 2, 2022 when DISA Medinotec Proprietary Limited became a subsidiary of Medinotec Group of Companies. For the quarter ending May 31, 2021 the DISA Medinotec Proprietary Limited showed total profit of $4,342.
Liquidity and Capital Resources
For Medinotec Inc as of 31 May 2022, we had total current assets of $4,226,878 and total assets in the amount of $4,844,351, Our total current liabilities as of May 31, 2022 was $233,238. We had working capital of $3,993,640 as of 31 May 2022.
There are no comparatives since the acquisition occurred post year-end, after the obligations of the purchase agreement has been met on 2 March 2022 DISA Medinotec Proprietary Limited became a subsidiary of Medinotec Group of Companies. For the financial period ending 28 February 2022 DISA Medinotec Proprietary Limited we had total current assets of $711,537 and total assets in the amount of $1,312,866. Our total current liabilities as of 28 February 2022, was $209 018. We had working capital of $502,519 as at 28 February 2022.
For Medinotec Inc as of 28 February 2022, we had total current assets of $10,164 and total assets in the amount of $10,164. Our total current liabilities as of February 28, 2022 was $0. We had working capital of $10,164 as of 28 February 2022. Operating activities generated $10,164 in cash for the period ended February 28, 2022.
Investing activities consumed $10,000 during the period ended 28 February, 2022, largely as a result of the acquisition of the African investment arm, Medinotec Capital Proprietary Limited.
There are no comparatives since the acquisition occurred post year-end, after the obligations of the purchase agreement has been met on 2 March 2022 DISA Medinotec Proprietary Limited became a subsidiary of Medinotec Group of Companies. For the financial period ending 28 February 2022 DISA Medinotec Proprietary Limited we had total current assets of $711,537 and $517,705 for the comparative period ending 28 February 2021 and total assets in the amount of $1,312,866 at 28 February 2022 and 1,082,801 for the comparative period 28 February 2021. Our total current liabilities as of 28 February 2022, was $209 018 and 103 718 in February 2021. We had working capital of $502,519 as at 28 February 2022 and $413,987 as at 28 February 2021.
Investing activities consumed $90,780 during the period ended 28 February 2022 and $ 279 037 for the prior period ending 28 February 2021, largely as a result investment into Property Plant and Equipment to fund future growth.and to increase manufacturing capabilities.
A loan account payable to Minoan Medical Proprietary Limited of 2022 $1,583,661 and 2021: $1,303,352.
We expect to incur future additional losses as the Medinotec Group of Companies builds out the territory of the United States and expects to return to profitability once this territory establishes a sales force. We have cash available on hand and believe that this cash will be sufficient to fund operations and meet our obligations as they come due within one year from the date these financial statements are issued. In the event that we do not achieve revenue anticipated in its current operating plan, management has the ability and commitment to reduce operating expenses as necessary. Our long-term success is dependent upon our ability to successfully raise additional capital, market our existing services, increase revenues, and, ultimately, to achieve profitable operations.
Our financial statements have been prepared on
a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal
course of business. We received FDA 510(k) approval through the substantially equivalence process for Class II medical devices for our
main product being the Trachealator in November 2021. As the research and development phase of this product has been completed we expect
to see an increase in sales being realized against expenditure incurred. A private placement was done in the wake of the successful research
and development and subsequent regulatory approval.
Off Balance Sheet Arrangements
As of May 31, 2022, there were no off balance sheet arrangements.
Critical Accounting Policies
In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
Our critical accounting policies are set forth in Note 3 to the financial statements.
Recently Issued Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operation, financial position or cash flow.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than the transactions described below and under the heading “Executive Compensation” (or with respect to which such information is omitted in accordance with SEC regulations), for the past two fiscal years there have not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a participant in which the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.
Related Party Summary
| Name | Relationship with the Medinotec Group of Companies | Related transactions with the Medinotec Group of Companies | Related Directors with the Medinotec Group of Companies | Related Owners with the Medinotec Group of Companies |
| Minoan Medical Proprietary Limited | Medical investment company controlled by Dr Gregory Vizirgianakis | Related Party Loan and Sales | Dr Gregory Vizirgianakis Pieter van Niekerk |
Dr Gregory Vizirgianakis is the ultimate beneficial owner |
| Minoan Capital Proprietary Limited | Property investment company controlled by Dr Gregory Vizirgianakis | Related party loan Rental Expenses |
Dr Gregory Vizirgianakis is the ultimate beneficial owner | |
| DISA Vascular Distribution Proprietary Limited trading as DISA Lifesciences | Distributor appointed by DISA Medinotec Proprietary Limited for Africa | Sales Income | Pieter van Niekerk – Serves as independent non-executive according to distribution agreement | n/a external third party |
| Medinotec Capital Proprietary Limited | The African holding company of the Medinotec Group of Companies | Related party loan payable to Minoan Capital | Dr Gregory Vizirgianakis Pieter van Niekerk |
Medinotec Incorporated in Nevada is the 100% ultimate parent entity |
| DISA Medinotec Proprietary Limited | The African operating and manufacturing company | Related party loan with Minoan medical Operational income and expenses with Minoan Medical |
Dr Gregory Vizirgianakis Pieter van Niekerk |
Medinotec Incorporated in Nevada is the 100% ultimate parent entity |
| Medinotec Incorporated Nevada | Ultimate parent of Medinotec Capital and DISA Medinotec | All of the above for its related subsidiaries | Dr Gregory Vizirgianakis Pieter van Niekerk Joseph P Dwyer Stavros Vizirgianakis |
This is the entity owned by the shareholders disclosed in this S1 and primarily controlled by Dr Gregory Vizirgianakis |
| Medinotec Group of Companies | The Combined group name of Medinotec Incorporated, Medinotec Capital Proprietary Limited and DISA Medinotec Proprietary Limited | above for its related subsidiaries | Dr Gregory Vizirgianakis Pieter van Niekerk Joseph P Dwyer Stavros Vizirgianakis |
This is the entity owned by the shareholders disclosed in this S1 and primarily controlled by Dr Gregory Vizirgianakis |
| Pieter van Niekerk | Chief financial officer of the Medinotec Group of Companies | Transactions relating to mutual entities disclosed above | Related directorships disclosed above | Shareholding disclosed in S1 |
| Gregory Vizirgianakis | Chief Executive officer of the Minoan Group of Companies
Brother of Stavros Vizirgianakis |
Transactions relating to mutual entities disclosed above | Related directorships disclosed above | Shareholding disclosed in S1 |
| Stavros Vizirgianakis | Non-Executive director of the Medinotec Group of companies
Brother of Gregory Vizirgianakis |
Transactions relating to mutual entities disclosed above | No Related other Directorships in Medinotec Group of Companies | n/a |
| Joseph Dwyer | Non-Executive director of the Medinotec Group of companies
|
Transactions relating to mutual entities disclosed above | No Related other Directorships in Medinotec Group of Companies
|
n/a |
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Rent
The company leases commercial buildings from Minoan Capital Proprietary Limited (“Minoan Capital”). Minoan Capital is owned 100% by the Chief Executive Officer of the Medinotec Group of Companies, Dr. Gregory Vizirgianakis. Pieter van Niekerk, CFO of the Medinotec Group of Companies, also serves as a director on Minoan Medical Proprietary Limited.
Set forth below is a table showing the Company’s net purchases for the years ended February 28 and accounts payable at February 28 for the indicated time periods below with Minoan Capital:
| For the quarter ended | For the 12 months ended | |||||||||||
| May 31 | February 28 | |||||||||||
| 2022 | 2022 | 2021 | ||||||||||
| Rent paid | $ | 9,552 | $ | 38,157 | $ | 38,157 | ||||||
| Accounts payable | $ | 3,823 | $ | — | $ | — | ||||||
Rent is comparable to rent charged for similar properties in the same relative area the company does market research of a Minimum and a Maximum rental value within the area at every renewal of the rental agreement to ensure this is market related, this exercise is undertaken together with a registered property agent who has the appropriate knowledge of the area ASC 850-10-50-6.
Loan payable to Minoan Medical Proprietary Limited
This is an unsecured loan from the prior parent entity of DISA Medinotec Proprietary Limited South Africa called Minoan Medical Proprietary Limited. This loan originated to fund working capital and capex expansions of DISA Medinotec Proprietary Limited during the developmental and startup phase. After the acquisition of DISA Medinotec Proprietary Limited into the Medinotec Group of companies, the Medinotec Group of Companies assumed this liability. During the Covid challenges, interest on the loan was waived due to the loan being classified as an equity investment at that stage, before the post balance sheet transfer of DISA Medinotec Proprietary Limited to the Medinotec Group of Companies. The Medinotec Group of Companies has a period of 3 years post any IPO date to repay the loan, during these 3 years the loan will carry interest at the prevailing prime lending rate of the time.
The company Minoan Capital is owned 100% by the Chief Executive Officer of the Medinotec Group of Companies Dr. Gregory Vizirgianakis. Pieter van Niekerk, CFO of the Medinotec Group of Companies, also serves as a director on Minoan Medical Proprietary Limited.
The current prevailing prime lending rate in South Africa is 7.75%
The interest rate chargeable is a guideline determined by the South African Reserve Bank and gets utilized by financial institutions to determine the financial gain they may derive from a loan. The Prime rate is therefore an arm’s length transaction and justifiable rate that can be applied to a loan within the borders of the Republic of South Africa and therefore complies with the arm’s length definitions in ASC 850-10-50-6
The company has the option to settle earlier and settlement can be in cash or shares.
Minoan Medical Proprietary Limited’s ultimate beneficial owner is the CEO of the Medinotec Group of Companies Dr. Gregory Vizirgianakis and is used to hold his medical investments and exports of which DISA Medinotec Proprietary Limited was one of these investments before it got transferred into the Medinotec Group of Companies. Pieter van Niekerk also serves as a director on Minoan Medical Proprietary Limited.
Operational charges are charged to the loan account.
| May 31 | February 28 | February 28 | ||||||||||
| 2022 | 2022 | 2021 | ||||||||||
| Minoan Medical Proprietary Limited | 1,882,082 | $ | 1,583,661 | $ | 1,303,352 | |||||||
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Sales to parent and associates
The company sells the majority of its stock to DISA Vascular Distribution t/a DISA Life Sciences.
DISA Life Sciences is the main distributor of the products of DISA Medinotec Proprietary Limited in South Africa. This relationship is governed by a distribution agreement which DISA Lifesciences needs to adhere to, the company is owned by an independent third party but according to the distribution agreement DISA Life sciences needs to allow a Director of DISA Medinotec Proprietary Limited registered in South Africa to become a board member in an Non – Executive role to oversee that good corporate governance is maintained by the company and that the good name of DISA Medinotec Proprietary Limited does not come into despair. Currently, the Board position is held by Mr. Pieter van Niekerk who is also the CFO of the Medinotec Group of Companies. Mr. van Niekerk has no operational involvement and also no financial interest or benefit paid to him for assuming the role of independent non-executive of the company.
Apart from this non-executive directorship position there is no other related party ties to DISA Lifesciences.
DISA Life Sciences is one of the top 5 biggest distributor of medical devices in the Republic of South Africa and therefore DISA Medinotec Proprietary Limited registered in South Africa utilizes their sales footprint for cost efficiencies. All trading is considered to be at arm's length.
Minoan Medical Proprietary Limited’s ultimate beneficial owner is the CEO of the Medinotec Group of Companies Dr. Gregory Vizirgianakis and is used to hold his medical investments and exports of which DISA Medinotec Proprietary Limited was one of these investments before it got transferred into the Medinotec Group of Companies. All sales made to Minoan Medical Proprietary Limited was utilized to build the export market for DISA Medinotec South Africa, in the future these sales will be made directly to the export countries without utilizing Minoan Medical Proprietary Limited as an intermediate. These sales were made on the same terms as the DISA Life Sciences distribution agreement. Pieter van Niekerk also serves as a director on Minoan Medical Proprietary Limited.
The distribution agreement between DISA Lifesciences and DISA Medinotec Proprietary Limited was entered into after a market feasibility study was conducted. Medical devices get registered with a fixed maximum sales price which is regulated within South Africa. It was determined that the profit split allowed between the two companies would be based on this approved market price, where DISA Lifesciences would be allowed only to have 10% of the total sales value and DISA Medinotec Proprietary Limited the remaining balance.
This profit split was determined by a benchmark study that was completed by an external firm who compared the profit margins of a distribution/wholesale business. The allowed profit margin was concluded as being within the appropriate benchmark and therefore arm’s length. The data base used to determine the market related margin is the Worldwide Private Company Data Base from Thomson Reuters. Therefore, this agreement is deemed to be market related and at arm’s length and compliant with. ASC 850-10-50-6 and ASC 850-10-50-5.
Sales between the entities gets settled on a regular basis and there is no long outstanding Accounts receivable.
Set forth below is a table showing the Company’s sales for the years ended February 28 and accounts receivable at February 28 for the indicated time periods below with DISA Life Sciences & Minoan:
| For the quarter ended | For the 12 months ended | |||||||||||
| May 31 | February 28 | |||||||||||
| 2022 | 2022 | 2021 | ||||||||||
| DISA Life Sciences | ||||||||||||
| Sales | $ | 125,523 | $ | 525,558 | $ | 344,657 | ||||||
| Accounts receivable | $ | 1,222 | $ | 1,242 | $ | — | ||||||
| Minoan Medical | ||||||||||||
| Sales | $ | — | $ | 465,695 | $ | — | ||||||
| Accounts receivable | $ | — | $ | — | $ | — | ||||||
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No Public Market for Common Stock
There is presently no public market for our common stock. We anticipate making an application for trading of our common stock on the OCTQB upon the effectiveness of the registration statement of which this prospectus forms a part. We can provide no assurance that our shares will be traded on the OTCQB or OTCQX, or if traded, that a public market will materialize.
The Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;(d) contains a toll-free telephone number for inquiries on disciplinary actions;(e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and;(f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.
| 54 |
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with; (a) bid and offer quotations for the penny stock;(b) the compensation of the broker-dealer and its salesperson in the transaction;(c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because our common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.
Rule 144 Shares
None of our common stock is currently available for resale to the public under Rule 144. In general, Rule 144 as currently in effect permits our common stock that has been acquired by a person who is an affiliate of ours, or has been an affiliate of ours within the past three months, to be sold into the market in an amount that does not exceed, during any three-month period, the greater of:
| 1. | one percent of the total number of shares of our common stock outstanding; or |
| 2. | the average weekly reported trading volume of our common stock for the four calendar weeks prior to the sale. |
Such sales are also subject to specific manner of sale provisions, a six-month holding period requirement, notice requirements and the availability of current public information about us.
Rule 144 also provides that a person who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has for at least six months beneficially owned shares of our common stock that are restricted securities, will be entitled to freely sell such shares of our common stock subject only to the availability of current public information regarding us. A person who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned for at least one year shares of our common stock that are restricted securities, will be entitled to freely sell such shares of our common stock under Rule 144 without regard to the current public information requirements of Rule 144.
Dividends
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:
| 1. | we would not be able to pay our debts as they become due in the usual course of business, or; |
| 2. | our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution. |
We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.
Recent Sales of Unregistered Securities
On April 26, 2021 the company issued 10,000, 000 shares of common stock to the founding shareholders at 0.001 per share.
On May 30, 2022, the company concluded a pre Trachealator FDA approval raise which started in October 2021 and concluded on May 30, 2022. This raise was for a total of 1,733,750 shares of common stock at $2 a share.
These securities were issued pursuant to Regulation S promulgated under the Securities Act of 1933, as amended. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.
| 55 |
The table below summarizes all compensation awarded to, earned by, or paid to our current executive officer for the fiscal years ended February 28, 2022 and 2021.
| SUMMARY COMPENSATION TABLE | ||||||||||||||||||
| Name and principal position |
Year | Salary ($) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($)(2) |
Non-Equity Incentive Plan Compensation ($) |
Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation ($) |
Total ($) |
|||||||||
|
Gregory Vizirgianakis CEO |
2022 2021
|
- -
|
- -
|
- -
|
- -
|
- -
|
- -
|
- -
|
- -
|
|||||||||
|
Peter van Niekerk CFO |
2022 2021
|
- -
|
- -
|
- -
|
- -
|
- -
|
- -
|
- -
|
- -
|
|||||||||
Narrative Disclosure to the Summary Compensation Table
Although we do not currently compensate our officers with any regularity, we reserve the right to provide compensation at some time in the future. Our decision to compensate officers depends on the availability of our cash resources with respect to the need for cash to further business purposes.
Outstanding Equity Awards at Fiscal Year-End
The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officers as of February 28, 2022.
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | ||||||||||||||||||||||||||
| OPTION AWARDS | STOCK AWARDS | |||||||||||||||||||||||||
| Name |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested ($) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
|||||||||||||||||
| Gregory Vizirgianakis | ||||||||||||||||||||||||||
| Peter van Niekerk | ||||||||||||||||||||||||||
| 56 |
Index to Financial Statements Required by Article 8 of Regulation S-X:
| Audited Consolidated Financial Statements of Medinotec, Inc.: | |
| F-1 | Report of Independent Registered Public Accounting Firm; |
| F-2 | Consolidated Balance Sheets as of February 28, 2022; |
| F-3 | Consolidated Statements of Operations for the years ended February 28, 2022; |
| F-4 | Consolidated Statement of Stockholders’ Equity as of February 28, 2022; |
| F-5 | Consolidated Statements of Cash Flows for the years ended February 28, 2022; and |
| F-6 | Consolidated Notes to Financial Statements. |
| Audited Financial Statements of DISA Medinotec Proprietary Limited: | |
| F-11 | Report of Independent Registered Public Accounting Firm; |
| F-12 | Balance Sheets as of February 28, 2022 and February 28, 2021; |
| F-13 | Statements of Operations and Comprehensive Income/(Loss) for the years ended February 28, 2022 and February 28, 2021; |
| F-14 | Statement of Stockholders’ Equity as of February 28, 2022; |
| F-15 | Statements of Cash Flows for the years ended February 28, 2022 and February 28, 2021; and |
| F-16 | Notes to Financial Statements. |
| Unaudited Consolidated Financial Statements of Medinotec Group of Companies: | |
| F-26 | Consolidated Balance Sheets as of May 31, 2022 and February 28, 2021; |
| F-27 | Statements of Operations and Comprehensive Income/(Loss) for three months ended May 2022 and May 31, 2021; |
| F-28 | Statement of Stockholders’ Equity for three months ended May 31, 2022 and May 31, 2021; |
| F-29 | Statements of Cash Flows for the three months ended May 31, 2022 and May 31, 2021; and |
| F-30 | Notes to Financial Statements. |
| 57 |
Medinotec Inc. Group
Nevada Business Identification # NV20212080429
CONSOLIDATED AUDITED FINANCIAL STATEMENTS
for the period 26 April 2021 to 28 February 2022
| F-1 |
A-94/8,
Wazirpur Industrial Area,
Main Ring Road, Delhi-110052
+91 11 45596689
Web : www.ajsh.in
E-mail : info@ajsh.in
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of Medinotec Inc.
Opinion on the Financial Statements
We have audited the accompanying Consolidated Balance Sheets of Medinotec Inc. and its subsidiary (collectively, the “Company”) as on 28 February 2022, the related consolidated statement of operations, changes in stockholders’ deficit and cash flow for the period from 26 April 2021 (Inception) to 28 February 2022 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 28 February 2022, and the results of its operations and its cash flow for the period from 26 April 2021 (Inception) to 28 February 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. 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 audit 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 audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of financial statement. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The Critical Audit Matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
AJSH & Co LLP
We have served as the Company’s auditor since 2022
New Delhi, India
June 02, 2022
| F-2 |
Consolidated Balance Sheets as of February 28, 2022
| As at 28 February 2022 | |||
| ASSETS | |||
| Current assets | |||
| Cash and cash equivalents | $ | 10,164 | |
| Non-current assets | — | ||
| TOTAL ASSETS | 10,164 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||
| Current liabilities | — | ||
| Non-current liabilities | |||
| Loans | 325 | ||
| TOTAL LIABILITES | 325 | ||
| Stockholders’ equity | |||
| Preferred stock, $.001 par value; shares authorized 20,000,000; None issued or outstanding | — | ||
| Common stock, $.001 par value; shares authorized 200,000,000; 10,000,000 shares issued and outstanding | 10,000 | ||
| Accumulated deficit | (610) | ||
| Accumulated other comprehensive income/(loss) | 449 | ||
| TOTAL STOCKHOLDERS’ EQUITY | 9,839 | ||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 10,164 | ||
The accompanying notes are an integral part of the consolidated financial statements.
| F-3 |
Consolidated Statements of Operations and Comprehensive Income/(Loss)
| For the period 26 April to 28 February 2022 | |||
| Revenue | $ | — | |
| Cost of revenue | — | ||
| Gross profit | — | ||
| Operating expenses: | |||
| General and administrative expenses | 610 | ||
| Loss from operations | (610) | ||
| Other comprehensive income/(loss) | 449 | ||
| Total comprehensive income/(loss) | (161) | ||
| Net loss per share | |||
| Basic | $ | (0.00) | |
| Diluted | $ | (0.00) | |
| Weighted average shares outstanding - basic | 10,000,000 | ||
| Weighted average shares outstanding – diluted | 10,000,000 | ||
The accompanying notes are an integral part of the consolidated financial statements.
| F-4 |
Consolidated Statement of Stockholders’ Equity as of February 28, 2022
| Shares | Common Stock | Other Comprehensive Income/(Loss) | Accumulated | Total Deficit | |||||||||||||||
| Balance at 26 April 2021 | |||||||||||||||||||
| Net loss | — | — | 449 | (610) | (161) | ||||||||||||||
| Issuance of 10,000,000 No Par Value shares | 10,000,000 | 10,000 | — | — | 10,000 | ||||||||||||||
| Balance at 28 February 2022 | 10,000,000 | 10,000 | 449 | (610 | ) | 9,839 | |||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
| F-5 |
Consolidated Statements of Cash Flows for the period April 26, 2021 to February 28, 2022
| For the period 26 April to 28 February 2022 | |||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||
| Net loss | (610) | ||
| Net cash used in operating activities | (610) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||
| Proceeds from issuance of common stock | 10,000 | ||
| Proceeds from issuance of debt | 325 | ||
| Net cash provided by financing activities | 10,325 | ||
| NET CHANGE IN CASH, CASH EQUIVALENTS | 9,715 | ||
| Effect of exchange rate changes on cash | 449 | ||
| CASH, CASH EQUIVALENTS—Beginning of year | — | ||
| CASH, CASH EQUIVALENTS—End of year | 10,164 | ||
The accompanying notes are an integral part of the consolidated financial statements.
| F-6 |
Consolidated Notes to Financial Statements
| 1. | Description of Business |
Medinotec Inc (the “Company” or “COMPANY”), was incorporated in Nevada on 26th April 2021.
During December 2021, the Company established Medinotec Capital Proprietary Limited in the Republic of South Africa through a capital raise and subsequent investment of $10,000 in the newly established Company.
The Company’s consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
| 2. | Summary of Significant Accounting Policies |
Basis of Presentation—The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (US GAAP) and the regulations of United States Securities and Exchange Commission.
Consolidation—The consolidated financial statements include the accounts of Medinotec Inc. and its wholly-owned subsidiary i.e. Medinotec Capital Proprietary Limited. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates—The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. These estimates include, but are not limited to, management’s estimate of provisions required for non-collectible accounts receivable, depreciative lives of our assets, determination of technological feasibility, and valuation allowances of our deferred tax assets. Actual results could differ from those estimates.
Foreign Currency Transactions—The Company accounts for foreign currency transactions in accordance with ASC 830, “Foreign Currency Matters” (“ASC 830”), specifically the guidance in subsection ASC 830-20, “Foreign Currency Transactions”. The Company accounts for foreign currency transactions in accordance with ASC 830, “Foreign Currency Matters” (“ASC 830”),specifically the guidance in subsection ASC 830-20, “Foreign Currency Transactions”. The Company’s reporting currency is the US dollar. The functional currency of the Company’s foreign subsidiary is the local currency (South African Rand). Pursuant to ASC 830, monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at exchange rates in effect at the balance sheet date, with the resulting gains or losses upon settlement reported in foreign exchange gain (loss) in the computation of net income (loss). Gains or losses resulting from translation adjustments are reported under accumulated other comprehensive income (loss).
Cash and cash equivalents—Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. As of 28 February 2022, Medinotec Group of Companies had cash and cash equivalents of USD 10,164.
Related Party Transactions—Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one-party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged.
| F-7 |
Fair Value of Financial Instruments—Fair Value of Financial Instruments for certain of the Company’s financial instruments, including cash and accounts payable, the carrying amounts approximate their fair values due to their short maturities. FASB ASC Topic 820, Fair Value Measurements and Disclosures, requires disclosure of the fair value of financial instruments held by the Company. FASB ASC Topic 825, Financial Instruments, defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:
● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
● Level 3 inputs to the valuation methodology us one or more unobservable inputs which are significant to the fair value measurement. The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic 480, Distinguishing Liabilities from Equity, and FASB ASC Topic 815, Derivatives and Hedging. As of 28 February, 2022, Medinotec Group of Companies did not identify any assets and liabilities required to be presented on the balance sheet at fair value.
Concentration of credit risk—Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company has not and does not anticipate incurring any losses related to this credit risk.
Income Taxes—Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented.
Basic and Diluted Earnings Per Share—Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share. Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding. Diluted EPS assumes that all dilutive securities are converted. Dilution is computed by applying the treasury stock method. Due to the net loss incurred potentially dilutive instruments would be anti-dilutive. Accordingly, diluted loss per share is the same as basic loss for all periods presented.
Recently Adopted Accounting Pronouncements—In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), and has since issued amendments thereto, related to the accounting for leases (collectively referred to as “ASC 842”). ASC 842 establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the consolidated balance sheet for all long-term leases. Leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition and classification in the consolidated statement of operations. The Company adopted ASC 842 on March 1, 2020. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements, with certain practical expedients available.
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instrument (“ASU 2016-13”). ASU 2016-13 replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for SEC small business filers for fiscal years beginning after December 15, 2022.
| F-8 |
| 3. | Related-Party Transactions |
The primary shareholder of DISA Medinotec Proprietary Limited, Medinotec Inc Group and Minoan Capital Proprietary Limited at the date of the business combination is the same ultimate beneficial shareholder Dr. Gregory Vizirgianakis the CEO of the Medinotec Inc Group.
Loan
There was an unsecured interest free loan from a related party Minoan Capital Proprietary Limited received during the period. The balance of the loan as at February 28, 2022 was:
| 28 February | |||
| 2022 | |||
| Minoan Capital Proprietary Limited | $ | 325 | |
There were no other related party transactions or balances during the period ended February 28, 2022.
| 4. | Subsequent Events |
The Company embarked on a capital raise at a pre Trachealator-FDA and pre due diligence phase valuation, which meant a significant risk premium was added to the valuation. Based on this the Board of Medinotec Inc incorporated in Nevada USA had to convince the owners of DISA Medinotec Proprietary Limited in South Africa of its ability to raise a minimum of $3 million during a private placement before the owners of DISA Medinotec Proprietary Limited would sell into the strategy of Medinotec Inc in the United States of America. This was proven on 2 March 2022. Therefore, the sale of the business of DISA Medinotec into that of the structure of Medinotec Inc became effective.
On 26 May 2022 the company had $ 3 336 622 in the escrow account of Empire stock transfer. The company plans to close the round as soon as there is no more activity in the escrow account. The raise is being conducted at $2 a share. The company’s agents are entitled to commissions of 5% which can be elected to pay in either stock or cash, the agents are yet to elect their choice when the round officially closes.
Due to the control of the businesses being in principle 95% the same between The Medinotec Group of Companies and the owner of DISA Medinotec Proprietary Limited South Africa the transaction would be deemed a common control transaction. The fair value consideration payable will be $11 for the outstanding equity and Medinotec Group of Companies would assume the responsibility of the loan account payable to Minoan medical $1,583,661. Taking into account the history of operational losses this is deemed to be a fair purchase consideration between the related parties.
| F-9 |
DISA Medinotec Proprietary Limited
Registration Number: 2015/115015/07
Audited Financial Statements
February 28, 2022
| F-10 |
A-94/8,
Wazirpur Industrial Area,
Main Ring Road, Delhi-110052
+91 11 45596689
Web : www.ajsh.in
E-mail : info@ajsh.in
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of DISA Medinotec (Pty) Ltd
Opinion on the Financial Statements
We have audited the accompanying Balance Sheet of DISA Medinotec (Pty) Ltd (the “Company”) as on 28 February 2022 and 28 February 2021, the related statements of operations, changes in stockholders’ deficit and cash flows for the years then ended, 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 28 February 2022 and 28 February 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company Ability to Continue as a Going Concern
The accompanying Financial Statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the Financial Statements, the Company has an accumulated deficit of $476,480 and $309,326 as of 28 February 2022 and 28 February 2021 respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this uncertainty are also described in the Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. 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 audit 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 audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of financial statement. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The Critical Audit Matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
AJSH & Co LLP
We have served as the Company’s auditor since 2021.
New Delhi, India
June 02, 2022
| F-11 |
DISA Medinotec Proprietary Limited
BALANCE SHEETS
As of February 28, 2022 and February 28, 2021
| As at | As at | |||||
| February 28 | February 28 | |||||
| 2022 | 2021 | |||||
| Cash and cash equivalents | $ | 121,412 | $ | 41,265 | ||
| Current tax receivable | 105,798 | 1,861 | ||||
| Accounts receivable, less allowance for doubtful accounts | 42,183 | 55,972 | ||||
| Inventories, net | 438,923 | 393,351 | ||||
| Prepaid expenses and other current assets | 3,221 | 25,256 | ||||
| Total current assets | 711,537 | 517,705 | ||||
| Non current assets: | ||||||
| Property, plant and equipment, net of accumulated amortization and depreciation of $ 1,509,747 and $ 1,341,719, respectively | 515,703 | 542,158 | ||||
| Deferred tax assset | 85,626 | 22,938 | ||||
| Total assets | $ | 1,312,866 | $ | 1,082,801 | ||
| Liabilities and shareholders’ equity | ||||||
| Current liabilities: | ||||||
| Accounts payable | 160,687 | 30,022 | ||||
| Accrued expenses and other current liabilities | 48,331 | 73,696 | ||||
| Total current liabilities | 209,018 | 103,718 | ||||
| Non-current liabilities: | ||||||
| Loan payable | 1,583,661 | 1,303,352 | ||||
| Total liabilities | 1,792,679 | 1,407,070 | ||||
| Commitments and contingencies | ||||||
| Shareholders’ equity | ||||||
| Common stock, $0.06509 par value; shares authorized 1,000 ; 169 and 169 shares issued and outstanding in each period | 11 | 11 | ||||
| Accumulated deficit | (476,480) | (309,326) | ||||
| Accumulated other comprehensive income/(loss) | (3,344) | (14,954) | ||||
| Total shareholders’ equity | (479,813) | (324,269) | ||||
| Total liabilities and shareholders’ equity | $ 1,312,866 | $ 1,082,801 | ||||
The accompanying notes are an integral part of the financial statements.
| F-12 |
DISA Medinotec Proprietary Limited
STATEMENTS OF OPERATIONS
For the years ended February 28, 2022 and February 28, 2021
| For the 12 months ended | ||||||||
| February 28 | February 28 | |||||||
| 2022 | 2021 | |||||||
| Revenue | $ | 1,215,905 | $ | 493,642 | ||||
| Cost of revenue | 666,715 | 191,342 | ||||||
| Gross profit | 549,190 | 302,300 | ||||||
| Operating expenses: | ||||||||
| Selling expenses | 17,271 | 13,091 | ||||||
| Depreciation and amortization expense | 106,114 | 109,061 | ||||||
| General and administrative expenses | 600,484 | 409,505 | ||||||
| Research and development expenses | 35,525 | 29,416 | ||||||
| Total operating expenses | 759,394 | 561,073 | ||||||
| LOSS FROM OPERATIONS | (210,204 | ) | (258,773 | ) | ||||
| OTHER INCOME (EXPENSE): | ||||||||
| Interest income | 30 | 1,358 | ||||||
| Interest expense | (4 | ) | (304 | ) | ||||
| Other | (21,979 | ) | 201,343 | |||||
| Total other income/(expense) | (21,953 | ) | 202,397 | |||||
| Profit from operations before income taxes | (232,157 | ) | (56,376 | ) | ||||
| Income tax benefit (expense) | 65,003 | 19,693 | ||||||
| NET LOSS | $ | (167,154 | ) | $ | (36,683 | ) | ||
| Other comprehensive income/(loss) | 11,610 | (14,954 | ) | |||||
| Total comprehensive income/(loss) | $ | (155,544 | ) | $ | (51,637 | ) | ||
| Net loss per share: | ||||||||
| Basic | $ | (989.08 | ) | $ | (217.06 | ) | ||
| Diluted | $ | (989.08 | ) | $ | (217.06 | ) | ||
| Weighted average shares - Basic | 169 | 169 | ||||||
| Weighted average shares - Diluted | 169 | 169 | ||||||
The accompanying notes are an integral part of the financial statements.
| F-13 |
DISA Medinotec Proprietary Limited
STATEMENTS OF SHAREHOLDERS’ EQUITY
As of February 28, 2022
| Common Stock | ||||||||||||||||||||
| Number of Shares | Amount | Accumulated Other Comprehensive Income/(loss) | Accumulated Deficit | Total Shareholders Equity | ||||||||||||||||
| Balance, February 29 2020 | 169 | $ | 11 | $ | — | $ | (272,643 | ) | $ | (272,632 | ) | |||||||||
| Net loss | — | — | (14,954 | ) | (36,683 | ) | (51,637 | ) | ||||||||||||
| Balance, February 28 2021 | 169 | $ | 11 | $ | (14,954 | ) | $ | (309,326 | ) | $ | (324,269 | ) | ||||||||
| Balance, March 1 2021 | 169 | $ | 11 | $ | (14,954 | ) | $ | (309,326 | ) | $ | (324,269 | ) | ||||||||
| Net loss | — | — | 11,610 | (167,154 | ) | (155,544 | ) | |||||||||||||
| Balance, February 28 2022 | 169 | $ | 11 | $ | (3,344 | ) | $ | (476,480 | ) | $ | (479,813 | ) | ||||||||
The accompanying notes are an integral part of the financial statements.
| F-14 |
DISA Medinotec Proprietary Limited
STATEMENTS OF CASH FLOWS
For the years ended February 28, 2022 and February 28, 2021
| For the 12 months ended | ||||||||
| February 28 | ||||||||
| 2022 | 2021 | |||||||
| Operating activities | ||||||||
| Net loss | $ | (167,154 | ) | $ | (36,683 | ) | ||
| Adjustments to reconcile net profit to net cash and cash equivalents used in operating activities: | ||||||||
| Depreciation and amortization | 106,114 | 109,061 | ||||||
| Credit losses | 996 | — | ||||||
| Deferred tax benefit | (65,003 | ) | (19,693 | ) | ||||
| Gains and losses on foreign exchange realised in profit and loss | (2,355 | ) | 2,393 | |||||
| Gains on on disposal of property and equipment | — | (387 | ) | |||||
| Income tax | (106,983 | ) | (2,799 | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 13,252 | (53,253 | ) | |||||
| Inventories | (55,513 | ) | 265,428 | |||||
| Prepaid expenses and other current assets | 22,118 | 14,802 | ||||||
| Accounts payable, accrued expenses and other | 111,687 | 19,382 | ||||||
| Net cash generated in operating activities | (142,841 | ) | 298,251 | |||||
| Investing activities | ||||||||
| Acquisition of property, plant and equipment | (90,780 | ) | (279,037 | ) | ||||
| Proceeds from sale of property, plant and equipment | — | 387 | ||||||
| Cash used in investing activities | (90,780 | ) | (278,650 | ) | ||||
| Financing activities | ||||||||
| Proceeds/(Repayments) from/(of) other financial liabilities | 316,989 | (71,882 | ) | |||||
| Net cash (used in) provided by financing activities | 316,989 | (71,882 | ) | |||||
| Net (decrease) increase in cash and cash equivalents | 83,368 | (52,281 | ) | |||||
| Cash and cash equivalents at the beginning of the period | 41,265 | 94,878 | ||||||
| Effects of currency translation on cash and cash equivalents | (3,221 | ) | (1,332 | ) | ||||
| Cash and cash equivalents at the end of the period | $ | 121,412 | $ | 41,265 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | 4 | $ | 304 | ||||
| Income taxes | $ | 106,983 | $ | 2,799 | ||||
| Cash received for: | ||||||||
| Interest | $ | 30 | $ | 1,358 | ||||
| Income taxes | $ | — | $ | — | ||||
The accompanying notes are an integral part of the financial statements.
| F-15 |
DISA Medinotec Proprietary Limited
Notes to Financial Statements.
| 1. | DESCRIPTION OF BUSINESS |
DISA Medinotec Proprietary Limited (the “Company” or “COMPANY”), was incorporated in the Republic of South Africa in 2015. It was formerly known as DISA Vascular 2015 (Pty) Ltd and changed its name to DISA Medinotec Proprietary Limited effective 19 October 2020. The Company produces high-quality medical devices through in-depth research and development. The products developed are sold via a network of distributors in many parts of the world and through a direct sales force in South Africa and the United States of America.
The Company is located and headquartered in Johannesburg, South Africa. The Company’s revenues are derived primarily from operations in South Africa and Europe while growing its product offering to penetrate the United States of America in the near future.
Risks and Uncertainties—The Company is subject to a number of risks similar to those of other companies of similar size in its industry, including, but not limited to, the need for successful development of products, the need for additional capital (or financing) to fund operating losses (see below), competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, dependence on key individuals, and risks associated with changes in information technology.
In addition, the business is subject to additional material risks and uncertainties as a result of the coronavirus (“COVID-19”) pandemic. The extent of the impact of the COVID-19 pandemic on the Company’s business is highly uncertain and difficult to predict, as the response to the pandemic is rapidly evolving. Several jurisdictions are experiencing new increases in the rate of infection by COVID-19, and as a result, the Company’s customers are diverting resources to treat COVID-19 patients and deferring elective surgical procedures, both of which have and are likely to continue to impact demand for the Company’s products.
Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a local and/or global economic recession. Such economic disruption could have a material adverse effect on the Company’s business as hospitals and surgery centers curtail and reduce capital and overall spending. Policymakers around the globe have responded with fiscal policy actions to support the healthcare industry and economy as a whole. The magnitude and overall effectiveness of these actions and the Company’s ability to benefit from them remains uncertain.
The severity of the impact of the COVID-19 pandemic on the Company’s business will depend on a number of factors, including, but not limited to, the duration and spread of the outbreak, its severity, the actions taken to contain the virus or address its impact including vaccine distribution and efficacy, South African and foreign government actions to respond to the reduction in global economic activity, and how quickly and to what extent normal economic and operating conditions can resume, all of which are uncertain and cannot be predicted.
The Company’s future results of operations and liquidity could be materially and adversely impacted by delays in payments of outstanding receivable amounts beyond normal payment terms, supply chain disruptions and uncertain demand, and the impact of any initiatives or programs that the Company may undertake to address financial and operations challenges faced by its customers. As of the date of issuance of these financial statements, the extent to which the COVID-19 pandemic may materially impact the Company’s financial condition, liquidity, or results of operations is uncertain.
A material part of the businesses day to day operations depends on regulatory and quality control aspects these leads to regular reviews from governmental oversight committees and regulatory audits form governing boards which needs to be done to maintain the licenses to sell and manufacture medical devices. Over and above this the medical devices that we manufacture needs to be approved to obtain CE marks to be sold into Europe and other countries that allow trade on CE marks and FDA approval to be sold into the American Market. Our products currently only has one FDA approved product and management plans to submit other products for FDA approval in the near future, over and above this multiple other products have CE marks in place which opens the European market. It should be noted that these regulatory approvals can take substantial time to obtain and the licenses and audits are needed to sell effectively if there is a issue on any of these items it may cause a period where the company is not allowed to sell or manufacture until the issues are resolved. Further more delays in FDA or CE approvals can cause a delay in taking new products to market. The company has an environmental health and safety policy in place together with various other stringent quality control standards to ensure compliance to all laws and regulations, by maintaining this stringent quality control process the company tries to minimize the effects of any license or product certification issues arising. The costs of this compliance can be excessive especially in early stage developmental companies and to maintain these licenses also carries a cost burden on the business going forward, the company manages this risk by making sure products have commercial viability before we embark on a journey to manufacture them, therefore making the estimated successful launch higher, if products are speculative in nature and there is no commercial data available the company would not pursue or risk the chances of development and manufacturing.
| 2. | GOING CONCERN |
The Company incurred net losses of $ 167,154 (2021: $ 36,683), and utilized cash in operations since inception, has an accumulated deficit as of February 28, 2022 of $476,480 (2021: $309,326), as well as expects to incur future additional losses as it builds out the territory of the United States and expects to return to profitability once this territory established a sales force. The Company has cash available on hand and believes that this cash will be sufficient to fund operations and meet its obligations as they come due within one year from the date these financial statements are issued. In the event that the Company does not achieve revenue anticipated in its current operating plan, management has the ability and commitment to reduce operating expenses as necessary. The Company’s long-term success is dependent upon its ability to successfully raise additional capital, market its existing services, increase revenues, and, ultimately, to achieve profitable operations.
The Company’s financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
The company received FDA 510(k) substantially equivalence process for Class II medical devices approval for its main product being the Trachealator in November 2021. As the research and development phase of this product is complete the company should see an increase in sales being realized against expenditure incurred. A private placement was done in the wake of the successful research and development and subsequent regulatory approval. A discounted cash flow valuation was performed on the company which indicated it turning profitable over the next 2 years.
| F-16 |
| 3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation—The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (US GAAP).
Use of Estimates—The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. These estimates include, but are not limited to, management’s estimate of provisions required for non-collectible accounts receivable, depreciative lives of our assets, determination of technological feasibility, and valuation allowances of our deferred tax assets. Actual results could differ from those estimates.
Foreign Currency— The Company accounts for foreign currency transactions in accordance with ASC 830, “Foreign Currency Matters” (“ASC 830”), specifically the guidance in subsection ASC 830-20, “Foreign Currency Transactions”. The Company accounts for foreign currency transactions in accordance with ASC 830, “Foreign Currency Matters” (“ASC 830”),specifically the guidance in subsection ASC 830-20, “Foreign Currency Transactions”. The Company’s reporting currency is the US dollar. The functional currency of the Company’s foreign subsidiary is the local currency (South African Rand). Pursuant to ASC 830, monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at exchange rates in effect at the balance sheet date, with the resulting gains or losses upon settlement reported in foreign exchange gain (loss) in the computation of net income (loss). Gains or losses resulting from translation adjustments are reported under accumulated other comprehensive income (loss).
Comprehensive Income (Loss)—Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss), net of tax. Other comprehensive income (loss), net of tax, refers to revenue, expenses, gains, and losses that under generally accepted accounting principles are recorded as an element of members’ equity but are excluded from net income (loss). The Company’s other comprehensive income (loss), net of tax, consists of foreign currency translation adjustments that result from consolidation of its foreign entities.
Cash and Cash Equivalents—The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash and cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. As of February 28, 2022 and February 28, 2021, cash consists primarily of checking and savings deposits.
Accounts Receivable and Allowance for Doubtful Accounts—Accounts receivable are stated at net realizable value. The majority of customers are not extended credit and therefore time to maturity for receivables is short. On a periodic basis, management evaluates its accounts receivable and determines whether to provide an allowance or if any accounts should be written off based on a past history of write-offs, collections, and current credit conditions. A receivable is considered past due if the Company has not received payments based on agreed-upon terms. The Company generally does not require any security or collateral to support its receivables.
No allowance for doubtful debt was recognized as at February 28, 2022 and February 28, 2021, respectively.
Property and Equipment—Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are provided using the straight-line method over the estimated useful lives as follows for the major classes of assets:
| Plant and machinery | 10 years | |
| Laboratory equipment | 5 years | |
| Furniture and fixtures | 6 years | |
| Motor vehicles | 5 years | |
| Computer equipment | 3 years | |
| Office equipment | 6 years | |
| Computer software | 2 years |
Inventories—Inventories are stated at the lower of cost (Weighted Average) or net realizable value and consist of raw materials, work-in process and finished goods and include purchased materials, direct labor and manufacturing overhead. Management evaluates the need to record adjustments to write down inventory to the lower of cost or net realizable value on an annual basis. The Company’s policy is to assess the valuation of all inventories, including raw materials, work-in-process and finished goods and it writes down its inventory for estimated obsolescence based upon the age of inventory and assumptions about future demand and usage.
| F-17 |
Revenue Recognition—The Company generates its revenues from the sale of high-quality medical devices which are self-manufactured through in-depth research and development. The products developed are sold via a network of distributors in many parts of the world and through a direct sales force in South Africa.
Revenues are recognized when control of the promised goods or services are transferred to a customer in an amount that reflects the consideration that the Company expects to receive in exchange for those products.
The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its arrangements:
· identify the contract with a customer,
· identify the performance obligations in the contract,
· determine the transaction price,
· allocate the transaction price to performance obligations in the contract, and
· recognize revenue as the performance obligation is satisfied.
Under ASC Topic 606, the Company estimates the transaction price, including variable consideration, at the commencement of the contract and recognizes revenue over the contract term, rather than when fees become fixed or determinable.
Payment Terms
Our payment terms generally are 30 days from statement. The time between a customer’s payment and the receipt of funds is not significant. Our contracts with customers do not result in significant obligations associated with returns, refunds or warranties. Our payment terms are generally fixed and do not include variable revenues.
Cost of Revenue—Cost of revenue consists primarily of raw material purchases, manufacturing costs including machine time and employee benefits paid to operational personnel associated with the production of our medical devices.
Selling Expenses—Selling expenses consist of advertising costs as well as courier and postage.
Depreciation and Amortization—Depreciation is calculated using the straight-line method over estimated useful lives ranging from ten to two years. Depreciation expense for February 28, 2022, was $106,114 (2021: $ 109,061).
General and Administrative—General and administrative expenses include compensation, employee benefits, facility costs (including rent), bad debt costs, professional service fees, and other general overhead costs to support our operations.
Research and Development—Research and development costs that do not meet the criteria for capitalization are expensed as incurred. Research and development expenses include compensation, employee benefits, and stock-based compensation for technology developers and product management employees as well as fees paid to outside consultants and the amortization of capitalized software costs for the Company’s proprietary technology.
Impairment of Long-Lived Assets—The Company assesses long-lived assets for impairment in accordance with the provisions of Financial Accounting Standards Board ASC 360, Property, Plant and Equipment. Long-lived assets (asset group), such as property and equipment subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset. The amount of impairment loss, if any, is measured as the difference between the carrying value of the asset and its estimated fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. As of February 28, 2022 and February 28, 2021, no impairment charge has been recorded.
| F-18 |
Income Taxes—Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.
The Company records interest related to unrecognized tax benefits in interest expense and penalties in general and administrative expenses.
Fair Value Measurements—Fair value accounting is applied for all assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company follows the established framework for measuring fair value and expands disclosures about fair value measurements (see Note 3).
Concentrations of Credit Risk—Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. The Company invests its excess cash in low-risk, highly liquid money market funds and certificates of deposit with a major financial institution.
Interest rate Risk—Related party loan interest. Market interest rate risk may result in loss from fluctuations in the future cash flows or fair values of financial instruments. Interest rate risk is managed principally through monitoring interest rate gaps and basis risk and by having pre-approved limits for repricing bands.
Forex Risk—The primary operations and functional currency of the business is in South African Rand. Due to the emerging market nature of this currency the spread volatility of the currency low and high can be material during a year. The conversion of the currency from Rand to reporting currency US Dollar can cause significant up or downward trends that is recorded in reserves under the heading conversion reserve the effect on the financial statements in 2022 and 2021 was $11,610 and $14,954 respectively.
Employee Benefit Plan—The Company contributes 2.5% for eligible employees to a pension plan registered under the laws of South Africa. The company also contributes a third of the medical aid contribution for eligible employees to an approved medical insurance scheme.
Recently Adopted Accounting Pronouncements—In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), and has since issued amendments thereto, related to the accounting for leases (collectively referred to as “ASC 842”). ASC 842 establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all long-term leases. Leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition and classification in the statement of operations. The Company adopted ASC 842 on March 1, 2020. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available.
Recent Accounting Pronouncements—In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instrument (“ASU 2016-13”). ASU 2016-13 replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for SEC small business filers for fiscal years beginning after December 15, 2022. Management is currently assessing the impact that ASU 2016-13 will have on the Company.
| F-19 |
4. FAIR VALUE MEASUREMENTS
Fair Value of Financial Instruments for certain of the Company’s financial instruments, including cash and accounts payable, the carrying amounts approximate their fair values due to their short maturities. FASB ASC Topic 820, Fair Value Measurements and Disclosures, requires disclosure of the fair value of financial instruments held by the Company. FASB ASC Topic 825, Financial Instruments, defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:
| · | Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. |
| · | Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
| · | Level 3 inputs to the valuation methodology us one or more unobservable inputs which are significant to the fair value measurement. The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic 480, Distinguishing Liabilities from Equity, and FASB ASC Topic 815, Derivatives and Hedging. As of 28 February, 2022, the Company did not identify any assets and liabilities required to be presented on the balance sheet at fair value. |
5. EARNINGS PER SHARE
Earnings per share (“EPS”) is calculated using the two-class method, which allocates earnings among common stock and participating securities to calculate EPS when an entity’s capital structure includes either two or more classes of common stock or common stock and participating securities. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities. As such, unvested shares of restricted stock of the Company are considered participating securities. The dilutive effect of options and their equivalents (including non-vested stock issued under stock-based compensation plans), is computed using the “treasury” method.
Basic income per common share is based on the weighted average number of common shares outstanding during the period. Diluted income per common share includes the dilutive effect of potential common shares outstanding. The following table sets forth the reconciliation of weighted average shares outstanding and diluted weighted average shares outstanding:
| For the 12 months ended | ||||||||
| February 28 | ||||||||
| 2022 | 2021 | |||||||
| Basic weighted average shares outstanding | 169 | 169 | ||||||
| Dilutive
effect of restricted stock awards (participating securities) | — | — | ||||||
| Denominator for basic earnings per share | 169 | 169 | ||||||
| Dilutive effect of stock options | — | — | ||||||
| Diluted weighted average shares outstanding | 169 | 169 | ||||||
| F-20 |
6. PROPERTY. PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
| February 28 | February 28 | |||||||
| 2022 | 2021 | |||||||
| Leasehold improvement | $ | 22,824 | $ | 23,321 | ||||
| Computer equipment | 182,184 | 184,433 | ||||||
| Computer software | 69,842 | 71,363 | ||||||
| Office equipment | 8,676 | 8,865 | ||||||
| Furniture and fixtures | 122,418 | 124,392 | ||||||
| Motor vehicles | 14,846 | 15,170 | ||||||
| Small assets | 16,874 | 17,241 | ||||||
| Plant and machinery | 1,256,690 | 1,196,309 | ||||||
| Laboratory equipment | 298,205 | 304,697 | ||||||
| 1,992,559 | 1,945,791 | |||||||
| Foreign currency adjustment | 32,891 | (61,914 | ) | |||||
| Less: accumulated depreciation and amortization | (1,509,747 | ) | (1,341,719 | ) | ||||
| Property, plant and equipment, net | $ | 515,703 | $ | 542,158 | ||||
Depreciation and amortization of property, plant and equipment totaled approximately $106,114 and $109,061, for the fiscal years ended February 28, 2022 and February 28, 2021 respectively.
The company has not acquired any property and equipment under capital leases.
Additions to property, plant and equipment were as follow:
| February 28 | February 28 | |||||||
| 2022 | 2021 | |||||||
| Computer equipment | $ | 1,681 | — | |||||
| Furniture and fixtures | 676 | 6,849 | ||||||
| Plant and machinery | 85,872 | 300,228 | ||||||
| $ | 88,229 | $ | 307,077 | |||||
7. INVENTORIES
Inventories are summarized as follows:
| February 28, | February 28, | |||||||
| 2022 | 2021 | |||||||
| Merchandise | $ | 438,923 | $ | 393,351 | ||||
| Inventory, gross | 438,923 | 393,351 | ||||||
| Less provisions for obsolescence | — | — | ||||||
| Inventory, net | $ | 438,923 | $ | 393,351 | ||||
During the current period the parent company Minoan Medical Proprietary Limited transferred inventory to the value of $201,131 to the company.
| F-21 |
8. OTHER FINANCIAL LIABILITIES
Other financial liabilities consists of a loan from the holding company:
| February 28 | February 28 | |||||||
| 2022 | 2021 | |||||||
| Minoan Medical Proprietary Limited | $ | 1,583,661 | $ | 1,303,352 | ||||
This is an unsecured loan from the related party Minoan Medical. During the Covid challenges interest on the loan was waived due to the loan being classified as an equity investment at that stage. The company has a period of 3 years post any IPO date to repay the loan, during these 3 years the loan will carry interest at the prevailing prime lending rate of the time. The current prevailing prime lending rate in South Africa is 7.75%.
The company has the option to settle earlier, and settlement can be in cash or shares.
Minoan Medical is a related party of the Company as the CEO Dr Gregory Vizirgianakis has common control.
The terms of this loan is market related.
9. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
The following summarizes accrued expenses and other current liabilities:
| February 28 | February 28 | |||||||
| 2022 | 2021 | |||||||
| Accrued payroll, payroll taxes and vacation | $ | 8,714 | $ | 73,320 | ||||
| Deferred rent | 183 | 376 | ||||||
| Value added tax | 39,434 | — | ||||||
| Accrued expenses and other current liabilities | $ | 48,331 | $ | 73,696 | ||||
10. COMMITMENTS AND CONTINGENCIES
Leases
The Company leases office and warehouse spaces under noncancelable operating lease agreements, which expire from 2021 through 2023. The Company is required to pay property taxes, insurance, and normal maintenance costs for certain of these facilities and will be required to pay any increases over the base year of these expenses on the remainder of the Company’s facilities.
Deferred Rent
Certain of the Company’s operating leases contain predetermined fixed escalations of minimum rentals during the lease term. For these leases, the Company recognizes the related rental expense on a straight- line basis over the life of the lease from the date the Company takes possession of the office and records the difference between amounts charged to operations and amounts paid as deferred rent. As of February 28, 2022 and February 28, 2021, $184 and $376, respectively, had been accrued.
| F-22 |
Rental expense for operating leases for the years ended February 28, 2022 and February 28, 2021, was $57,588 and $58,662, respectively.
Future minimum lease payments under noncancelable operating leases as of February 28, 2022, are as follows:
| Years ending February 28 | 2022 | |||||
| 2023 | 41,075 | |||||
| Total minimum future lease payments | 41,075 | |||||
Litigation
From time to time, the Company may become involved in various legal proceedings in the ordinary course of its business and may be subject to third-party infringement claims.
In the normal course of business, the Company may agree to indemnify third parties with whom it enters into contractual relationships, including customers, lessors, and parties to other transactions with the Company, with respect to certain matters. The Company has agreed, under certain conditions, to hold these third parties harmless against specified losses, such as those arising from a breach of representations or covenants, other third-party claims that the Company’s products when used for their intended purposes infringe the intellectual property rights of such other third parties, or other claims made against certain parties. It is not possible to determine the maximum potential amount of liability under these indemnification obligations due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances that are likely to be involved in each particular claim.
From time to time, the Company is subject to various claims that arise in the ordinary course of business. Management believes that any liability of the Company that may arise out of or with respect to these matters will not materially adversely affect the financial position, results of operations, or cash flows of the Company.
At reporting date there is no known material litigation or claims against the Company.
11. COMMON STOCK
As of February 28, 2022 the Company had 831 shares of common stock authorized and available to issue for purposes of satisfying conversion of preferred stock, the exercise of warrants, the exercise and future grant of common stock options, and for purposes of any future business acquisitions and transactions.
12. INCOME TAXES
Profit before income taxes for the year ended February 28, 2022 and February 28, 2021, are as follows:
| 2022 | 2021 | ||||||||
| Local | $ | (232,157 | ) | $ | (56,376 | ) | |||
| Foreign | — | — | |||||||
| Total | $ | -232,157 | $ | -56,376 | |||||
Provision for income taxes for the year ended February 28, 2021 and 2020, consisted of the following:
| 2022 | 2021 | |||||||
| Current tax provision: | ||||||||
| Foreign | $ | — | $ | — | ||||
| Local | — | — | ||||||
| Total current tax provision | — | — | ||||||
| Deferred tax provision: | ||||||||
| Foreign | — | — | ||||||
| Local | 65,003 | 19,693 | ||||||
| Total deferred tax provision | 65,003 | 19,693 | ||||||
| Provision for income taxes | $ | 65,003 | $ | 19,693 | ||||
| F-23 |
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. There are no uncertain tax positions as defined by ASC 740-10 for the years February 28, 2021 and February 28, 2022. Accordingly, there are no interest or penalties accrued for the current or prior tax year.
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below:
| February 28 | February 28 | |||||||
| 2022 | 2021 | |||||||
| Deferred tax assets / (liabilities) | ||||||||
| Deferred rent | $ | 51 | 105 | |||||
| Leave pay provision | 895 | 724 | ||||||
| Assessed losses | 84,680 | $ | 22,109 | |||||
| 85,626 | 22,938 | |||||||
| Valuation Allowance | — | — | ||||||
| Total net deferred tax assets | $ | 85,626 | $ | 22,938 | ||||
Deferred tax assets refer to assets that are attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets in essence represent future savings of taxes that would otherwise be paid in cash. The realization of the deferred tax assets is dependent upon the generation of sufficient future taxable income, including capital gains. If it is determined that the deferred tax assets cannot be realized, a valuation allowance must be established, with a corresponding charge to net income.
13. RELATED PARTY TRANSACTIONS
Related Party Summary
| Name | Relationship with the Medinotec Group of Companies | Related transactions with the Medinotec Group of Companies | Related Directors with the Medinotec Group of Companies | Related Owners with the Medinotec Group of Companies |
| Minoan Medical Proprietary Limited | Medical investment company controlled by Dr Gregory Vizirgianakis | Related Party Loan and Sales | Dr Gregory Vizirgianakis Pieter van Niekerk |
Dr Gregory Vizirgianakis is the ultimate beneficial owner |
| Minoan Capital Proprietary Limited | Property investment company controlled by Dr Gregory Vizirgianakis | Related party loan Rental Expenses |
Dr Gregory Vizirgianakis is the ultimate beneficial owner | |
| DISA Vascular Distribution Proprietary Limited trading as DISA Lifesciences | Distributor appointed by DISA Medinotec Proprietary Limited for Africa | Sales Income | Pieter van Niekerk – Serves as independent non-executive according to distribution agreement | n/a external third party |
| Medinotec Capital Proprietary Limited | The African holding company of the Medinotec Group of Companies | Related party loan payable to Minoan Capital | Dr Gregory Vizirgianakis Pieter van Niekerk |
Medinotec Incorporated in Nevada is the 100% ultimate parent entity |
| DISA Medinotec Proprietary Limited | The African operating and manufacturing company | Related party loan with Minoan medical Operational income and expenses with Minoan Medical |
Dr Gregory Vizirgianakis Pieter van Niekerk |
Medinotec Incorporated in Nevada is the 100% ultimate parent entity |
| Medinotec Incorporated Nevada | Ultimate parent of Medinotec Capital and DISA Medinotec | All of the above for its related subsidiaries | Dr Gregory Vizirgianakis Pieter van Niekerk Joseph P Dwyer Stavros Vizirgianakis |
This is the entity owned by the shareholders disclosed in this S1 and primarily controlled by Dr Gregory Vizirgianakis |
| Medinotec Group of Companies | The Combined group name of Medinotec Incorporated, Medinotec Capital Proprietary Limited and DISA Medinotec Proprietary Limited | above for its related subsidiaries | Dr Gregory Vizirgianakis Pieter van Niekerk Joseph P Dwyer Stavros Vizirgianakis |
This is the entity owned by the shareholders disclosed in this S1 and primarily controlled by Dr Gregory Vizirgianakis |
| Pieter van Niekerk | Chief financial officer of the Medinotec Group of Companies | Transactions relating to mutual entities disclosed above | Related directorships disclosed above | Shareholding disclosed in S1 |
| Gregory Vizirgianakis | Chief Executive officer of the Minoan Group of Companies
Brother of Stavros Vizirgianakis |
Transactions relating to mutual entities disclosed above | Related directorships disclosed above | Shareholding disclosed in S1 |
| Stavros Vizirgianakis | Non-Executive director of the Medinotec Group of companies
Brother of Gregory Vizirgianakis |
Transactions relating to mutual entities disclosed above | No related other than the Directorships in Medinotec Group of Companies | n/a |
| Joseph Dwyer | Non-Executive director of the Medinotec Group of companies
|
Transactions relating to mutual entities disclosed above | No related other than the Directorships in Medinotec Group of Companies | n/a |
| F-24 |
Rent
The company leases commercial buildings from Minoan Capital Proprietary Limited (“Minoan Capital”). Minoan Capital is owned 100% by the Chief Executive Officer of the Medinotec Group of Companies, Dr. Gregory Vizirgianakis. Pieter van Niekerk, CFO of the Medinotec Group of Companies, also serves as a director on Minoan Medical Proprietary Limited.
Set forth below is a table showing the Company’s net purchases for the years ended February 28 and accounts payable at February 28 for the indicated time periods below with Minoan Capital:
| For the 12 months ended | ||||||||
| February 28 | ||||||||
| 2022 | 2021 | |||||||
| Rent paid | $ | 38,157 | $ | 38,157 | ||||
Rent is comparable to rent charged for similar properties in the same relative area the company does market research of a Minimum and a Maximum rental value within the area at every renewal of the rental agreement to ensure this is market related, this exercise is undertaken together with a registered property agent who has the appropriate knowledge of the area ASC 850-10-50-6.
Loan payable to Minoan Medical Proprietary Limited
This is an unsecured loan from the prior parent entity of DISA Medinotec Proprietary Limited South Africa called Minoan Medical Proprietary Limited. This loan originated to fund working capital and capex expansions of DISA Medinotec Proprietary Limited during the developmental and startup phase. After the acquisition of DISA Medinotec Proprietary Limited into the Medinotec Group of companies, the Medinotec Group of Companies assumed this liability. During the Covid challenges, interest on the loan was waived due to the loan being classified as an equity investment at that stage, before the post balance sheet transfer of DISA Medinotec Proprietary Limited to the Medinotec Group of Companies. The Medinotec Group of Companies has a period of 3 years post any IPO date to repay the loan, during these 3 years the loan will carry interest at the prevailing prime lending rate of the time.
The company Minoan Capital is owned 100% by the Chief Executive Officer of the Medinotec Group of Companies Dr. Gregory Vizirgianakis. Pieter van Niekerk, CFO of the Medinotec Group of Companies, also serves as a director on Minoan Medical Proprietary Limited.
The current prevailing prime lending rate in South Africa is 7.75%
The interest rate chargeable is a guideline determined by the South African Reserve Bank and gets utilized by financial institutions to determine the financial gain they may derive from a loan. The Prime rate is therefore an arm’s length transaction and justifiable rate that can be applied to a loan within the borders of the Republic of South Africa and therefore complies with the arm’s length definitions in ASC 850-10-50-6
The company has the option to settle earlier and settlement can be in cash or shares.
Minoan Medical Proprietary Limited’s ultimate beneficial owner is the CEO of the Medinotec Group of Companies Dr. Gregory Vizirgianakis and is used to hold his medical investments and exports of which DISA Medinotec Proprietary Limited was one of these investments before it got transferred into the Medinotec Group of Companies. Pieter van Niekerk also serves as a director on Minoan Medical Proprietary Limited.
Operational charges are charged to the loan account.
| February 28 | February 28 | |||||||
| 2022 | 2021 | |||||||
| Minoan Medical Proprietary Limited | $ | 1,583,661 | $ | 1,303,352 | ||||
Sales to parent and associates
The company sells the majority of its stock to DISA Vascular Distribution t/a DISA Life Sciences
DISA Life Sciences is the main distributor of the products of DISA Medinotec Proprietary Limited in South Africa. This relationship is governed by a distribution agreement which DISA Lifesciences needs to adhere to, the company is owned by an independent third party but according to the distribution agreement DISA Life sciences needs to allow a Director of DISA Medinotec Proprietary Limited registered in South Africa to become a board member in an Non – Executive role to oversee that good corporate governance is maintained by the company and that the good name of DISA Medinotec Proprietary Limited does not come into despair. Currently, the Board position is held by Mr. Pieter van Niekerk who is also the CFO of the Medinotec Group of Companies. Mr. van Niekerk has no operational involvement and also no financial interest or benefit paid to him for assuming the role of independent non-executive of the company.
Apart from this non-executive directorship position there is no other related party ties to DISA Lifesciences.
DISA Life Sciences is one of the top 5 biggest distributor of medical devices in the Republic of South Africa and therefore DISA Medinotec Proprietary Limited registered in South Africa utilizes their sales footprint for cost efficiencies. All trading is considered to be at arm's length.
Minoan Medical Proprietary Limited’s ultimate beneficial owner is the CEO of the Medinotec Group of Companies Dr. Gregory Vizirgianakis and is used to hold his medical investments and exports of which DISA Medinotec Proprietary Limited was one of these investments before it got transferred into the Medinotec Group of Companies. All sales made to Minoan Medical Proprietary Limited was utilized to build the export market for DISA Medinotec South Africa, in the future these sales will be made directly to the export countries without utilizing Minoan Medical Proprietary Limited as an intermediate. These sales were made on the same terms as the DISA Life Sciences distribution agreement. Pieter van Niekerk also serves as a director on Minoan Medical Proprietary Limited.
The distribution agreement between DISA Lifesciences and DISA Medinotec Proprietary Limited was entered into after a market feasibility study was conducted. Medical devices get registered with a fixed maximum sales price which is regulated within South Africa. It was determined that the profit split allowed between the two companies would be based on this approved market price, where DISA Lifesciences would be allowed only to have 10% of the total sales value and DISA Medinotec Proprietary Limited the remaining balance.
This profit split was determined by a benchmark study that was completed by an external firm who compared the profit margins of a distribution/wholesale business. The allowed profit margin was concluded as being within the appropriate benchmark and therefore arm’s length. The data base used to determine the market related margin is the Worldwide Private Company Data Base from Thomson Reuters. Therefore, this agreement is deemed to be market related and at arm’s length and compliant with. ASC 850-10-50-6 and ASC 850-10-50-5
Sales between the entities gets settled on a regular basis and there is no long outstanding Accounts receivable.
Set forth below is a table showing the Company’s sales for the years ended February 28 and accounts receivable at February 28 for the indicated time periods below with DISA Life Sciences & Minoan:
| For the 12 months ended | ||||||||
| February 28 | ||||||||
| 2022 | 2021 | |||||||
| DISA Life Sciences | ||||||||
| Sales | $ | 525,558 | $ | 344,657 | ||||
| Accounts receivable | $ | 1,242 | $ | — | ||||
| Minoan Medical | ||||||||
| Sales | $ | 465,695 | $ | — | ||||
| Accounts receivable | $ | — | $ | — | ||||
14. SUBSEQUENT EVENTS
The company’s parent entity Minoan Medical opted after year end to transfer the company at a fair consideration to the Medinotec Group of companies which is incorporated in the United States of America. This transfer has a closing condition president that Medinotec Group USA must prove to the Board of Minoan Medical South Africa that the company was able to raise at minimum $3 million through a private placement process. On the date that Medinotec Group USA proves this to Minoan Medical the sales transaction will become effective.
Due to the control of the businesses being in principle 95% the same between Minoan Medical and Medinotec Group USA the transaction would be deemed a common control transaction. The fair value consideration payable will be $11 for the outstanding equity and Medinotec Group would take on the responsibility of the loan account payable to Minoan medical $ 1,583,661. Taking into account the history of operational losses this is deemed to be a fair purchase consideration between the related parties.
| F-25 |
Medinotec Incorporated Group
Consolidated Balance Sheet
May 31, 2022 (Unaudited) and February 28, 2022 (in US$)
| Note | May 31 2022 $ (unaudited) | February 28 2022 $ | ||||||||||
| Assets | ||||||||||||
| Current Assets | ||||||||||||
| Cash | 3,562,850 | 10,164 | ||||||||||
| Accounts receivable, net of allowances | 15,906 | — | ||||||||||
| Inventory | 5. | 503,765 | — | |||||||||
| Other current assets | 144,357 | — | ||||||||||
| Total Current Assets | 4,226,878 | 10,164 | ||||||||||
| Property, plant and equipment, net of accumulated depreciation | 512,773 | — | ||||||||||
| Deferred tax asset | 10. | 104,700 | — | |||||||||
| Total Assets | $ | 4,844,351 | $ | 10,164 | ||||||||
| Liabilities and Stockholders' Equity | ||||||||||||
| Current Liabilities | ||||||||||||
| Accounts payable and accrued liabilities | 7. | 233,238 | — | |||||||||
| Long Term Liabilities | ||||||||||||
| Loans payable | 1,837,531 | 325 | ||||||||||
| Total Liabilities | 2,070,769 | 325 | ||||||||||
| Equity | ||||||||||||
| Capital stock | 9. | 11,734 | 10,000 | |||||||||
| Capital stock additional paid in capital | 3,296,391 | — | ||||||||||
| Deficit (Retained earnings) - ending | (543,520 | ) | (610 | ) | ||||||||
| Accumulated other comprehensive income/(loss) | 8,977 | 449 | ||||||||||
| Total Equity | 2,773,582 | 9,839 | ||||||||||
| Total Liabilities and Equity | $ | 4,844,351 | $ | 10,164 | ||||||||
The accompanying notes are an integral part of these financial statements.
| F-26 |
Medinotec Incorporated Group
Consolidated Statement of Operations
For the Three Months Ended May 31, 2022 (Unaudited) and May 31, 2021
| Three months ended | ||||||||
May 31, 2022 $ | May 31, 2021 $ | |||||||
| Revenue | $ | 196,472 | $ | — | ||||
| Cost of goods sold | 86,021 | — | ||||||
| Gross profit | 110,451 | — | ||||||
| Operating expenses | ||||||||
| Selling expenses | 12,727 | — | ||||||
| Depreciation and amortization expense | 23,028 | — | ||||||
| General and administrative expenses | 88,638 | — | ||||||
| Research and development expenses | 34,058 | — | ||||||
| Total operating expenses | 158,451 | — | ||||||
| Loss from operations | (48,000 | ) | — | |||||
| Non operating income and expenses | ||||||||
| Interest income | 62 | — | ||||||
| Other revenue | 6,455 | — | ||||||
| Interest expense | (42,420 | ) | — | |||||
| Total non operating income and expenses | (35,903 | ) | — | |||||
| Income (loss) before income taxes | (83,803 | ) | — | |||||
| Income taxes | ||||||||
| Deferred income taxes | (20,817 | ) | — | |||||
| Net income (loss) | (63,086 | ) | — | |||||
| Other comprehensive income/(loss) | 8,528 | — | ||||||
| Total comprehensive income/(loss) | $ | (54,558 | ) | $ | — | |||
| Earnings Per Share: | ||||||||
| Including discontinuing operations: | ||||||||
| Basic | $ | (0.01 | ) | $ | — | |||
| Excluding discontinuing operations: | ||||||||
The accompanying notes are an integral part of these financial statements.
| F-27 |
Medinotec Incorporated Group
Consolidated Statement of Equity
For the Three Months Ended May 31, 2022 (Unaudited) and May 31, 2021
| Common Stock | Common Stock Additional Paid in Capital | Accumulated Comprehensive Income | Retained Earnings (Deficit) | Subtotal | Common control reserve | Total | ||||||||||||||||||||||||||
Shares
| Amount $ | Amount $ |
$ |
$ |
$ |
$ |
$ | |||||||||||||||||||||||||
| Net income (loss) on March 1, 2021 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||||||||
| Net foreign currency translation adjustment | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Stock issued | ||||||||||||||||||||||||||||||||
| Issuance of 10,000,000 no par value stock @ $0.001 per share | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Balance, end of quarter May 31, 2021 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Balance March 1, 2022 | 10,000,000 | 10,000 | — | 449 | (610 | ) | 9,839 | — | 9.839 | |||||||||||||||||||||||
| Net income (loss) for the period | — | — | — | — | (63,085 | ) | (63,085 | ) | — | (63,085 | ) | |||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||||||||
| Net foreign currency translation adjustment | — | — | — | 8,528 | — | 8,528 | — | 8,528 | ||||||||||||||||||||||||
| Stock issued | ||||||||||||||||||||||||||||||||
| Stock issued - pursuant to acquisitions @ $2 per share | 1,733,750 | 1,734 | 3,465,766 | — | — | 3,467,500 | — | 3,467,500 | ||||||||||||||||||||||||
| Other increase/decrease in stock | ||||||||||||||||||||||||||||||||
| Acquisition of Disa Medinotec Proprietary Limited | — | — | — | — | — | — | (479,825 | ) | (479,825 | ) | ||||||||||||||||||||||
| Raising fees capitalized | — | — | (169,375 | ) | — | — | (169,375 | ) | — | (169,375 | ) | |||||||||||||||||||||
| Balance, end of quarter May 31, 2022 | 11,733,750 | $ | 11,734 | $ | 3,296,391 | $ | 8,977 | $ | (63,695 | ) | $ | 3,253,407 | $ | (479,825 | ) | $ | 2,773,582 | |||||||||||||||
The accompanying notes are an integral part of these financial statements.
| F-28 |
Medinotec Incorporated Group
Consolidated Statement of Cash Flows
For the Three Months Ended May 31, 2022 (Unaudited) and May 31, 2021
| Three months ended | ||||||||
May 31, 2022 $ | May 31,
2021 $ | |||||||
| (unaudited) | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income (loss) for the period | (63,086 | ) | — | |||||
| Depreciation, depletion and amortization | 23,028 | — | ||||||
| Foreign currency transaction gain (loss), realized | 8,891 | — | ||||||
| Deferred income taxes and tax credits | (104,700 | ) | — | |||||
| Common control reserve | (479,825 | ) | — | |||||
| Increase in receivables | (15,906 | ) | — | |||||
| Increase in inventories | (503,765 | ) | — | |||||
| Increase in prepaid expense and other assets | (144,357 | ) | — | |||||
| Increase in accounts payable and accrued expenses | 233,238 | — | ||||||
| TOTAL CASH FLOWS FROM OPERATING ACTIVITIES | $ | (1,046,482 | ) | $ | — | |||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Payments to acquire property, plant, and equipment | $ | (535,801 | ) | $ | — | |||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of long-term debt | 1,837,531 | — | ||||||
| Capital raising fee paid in equity | (169,375 | ) | — | |||||
| Proceeds from issuance of common stock | 3,467,500 | — | ||||||
| NET CASH USED BY FINANCING ACTIVITIES | $ | 5,135,656 | $ | — | ||||
| OTHER ACTIVITIES: | ||||||||
| Effect of exchange rate on cash and cash equivalents | $ | (687 | ) | $ | — | |||
| Net cash increase (decreases) in cash and cash equivalents | 3,552,686 | — | ||||||
| Cash and cash equivalents at beginning of year | 10,164 | — | ||||||
| Cash and cash equivalents at end of period | 3,562,850 | $ | — | |||||
The accompanying notes are an integral part of these financial statements.
| F-29 |
Medinotec Incorporated Group
Notes to the Financial Statements
For the Year Ended May 31, 2022
1. Description of Business Medinotec, Inc (the “Company” or “COMPANY”), was incorporated in Nevada on 26th April 2021. During March 2022 the Group acquired, through a subsidiary, Disa Medinotec Proprietary Limited. DISA Medinotec Proprietary Limited was incorporated in the Republic of South Africa in 2015. It was formerly known as DISA Vascular 2015 Proprietary Limited and changed its name to DISA Medinotec Proprietary Limited effective 19 October 2020. The Company produces high-quality medical devices through in-depth research and development. The products developed are sold via a network of distributors in many parts of the world and through a direct sales force in South Africa and the United States of America. The Company is located and headquartered in Johannesburg, South Africa. The Company’s revenues are derived primarily from operations in South Africa and Europe while growing its product offering to penetrate the United States of America in the near future. The Group’s consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. |
| 2. Significant Accounting Policies |
| a. Nature of business/basis of preparation |
| i. GAAP of country and IAS |
The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States, and conform in all material respects with International Accounting Standards with regards to the presentation of historical cost financial information.
| b. Foreign currency translation |
| i. Translation of foreign subsidiary |
The accounts of the foreign subsidiaries are translated into U.S. dollars. Assets and liabilities are translated at year-end exchange rates and income and expense accounts are translated at average exchange rates in effect during the year. Translation adjustments resulting from fluctuations in the exchange rates are recorded in accumulated other comprehensive income, a separate component of stockholders' equity.
| c. Cash and cash equivalents |
| F-30 |
| d. Receivables |
| i. Allowance based on a review and management evaluation |
The group provides an allowance for losses on trade receivables based on a review of the current status of existing receivables and management's evaluation of periodic aging of accounts.
Accounts receivable are stated at net realizable value. The majority of customers are not extended credit and therefore time to maturity for receivables is short. On a periodic basis, management evaluates its accounts receivable and determines whether to provide an allowance or if any accounts should be written off based on a past history of write-offs, collections, and current credit conditions. A receivable is considered past due if the Company has not received payments based on agreed-upon terms. The Company generally does not require any security or collateral to support its receivables.
No allowance for doubtful debt was recognized as at May 31, 2022 and February 28, 2022, respectively.
| e. Property, plant and equipment |
| i. Depreciation rates |
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is provided for using the straight-line method over the estimated useful lives as follows for the major classes of assets:
| Plant and machinery | 10 years |
| Laboratory equipment | 5 years |
| Furniture and fixtures | 6 years |
| Motor vehicles | 5 years |
| Computer equipment | 3 years |
| Office equipment | 6 years |
| Computer software | 2 years |
| f. Inventories |
| i. Valuation, costing and obsolescence |
Inventories are stated at the lower of cost (Weighted Average) or net realizable value and consist of raw materials, work-in process and finished goods and include purchased materials, direct labor and manufacturing overhead. Management evaluates the need to record adjustments to write down inventory to the lower of cost or net realizable value on an annual basis. The Company’s policy is to assess the valuation of all inventories, including raw materials, work-in-process and finished goods and it writes down its inventory for estimated obsolescence based upon the age of inventory and assumptions about future demand and usage.
| F-31 |
g. Impairment of long lived assets The Company assesses long-lived assets for impairment in accordance with the provisions of Financial Accounting Standards Board ASC 360, Property, Plant and Equipment. Long-lived assets (asset group), such as property and equipment subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset. The amount of impairment loss, if any, is measured as the difference between the carrying value of the asset and its estimated fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. As of May 31, 2022 and February 28, 2022, no impairment charge has been recorded. |
h. Employee benefit plans The Company contributes 2.5% for eligible employees to a pension plan registered under the laws of South Africa. The company also contributes a third of the medical aid contribution for eligible employees to an approved medical insurance scheme. |
i. Income taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in general and administrative expenses. |
| j. Financial instruments |
| i. Fair Value Measurements |
Fair value accounting is applied for all assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company follows the established framework for measuring fair value and expands disclosures about fair value measurements (see Note 3).
| ii. Concentrations of Credit Risk |
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. The Company invests its excess cash in low-risk, highly liquid money market funds and certificates of deposit with a major financial institution.
| F-32 |
| iii. Exposed to currency variations in subsidiary |
The primary operations and functional currency of a subsidiary's business is in South African Rand. Due to the emerging market nature of this currency the spread volatility of the currency low and high can be material during a year. The conversion of the currency from Rand to reporting currency US Dollar can cause significant up or downward trends that is recorded in reserves under the heading accumulated comprehensive income. The effect on the reserves for the quarter ended May 31, 2022 and year ended February 28, 2022 was $8,528 and $449 respectively.
| iv. Interest rate Risk |
Related party loan interest. Market interest rate risk may result in loss from fluctuations in the future cash flows or fair values of financial instruments. Interest rate risk is managed principally through monitoring interest rate gaps and basis risk and by having pre-approved limits for repricing bands.
| v. Numerous risks due to international activities |
The group is subject to numerous risks as a result of its international activities. The group is dependent, in large part, on the economies of the markets in which they have operations. Those markets and other markets in which the group may operate are in countries with economies in various stages of development, some of which are subject to rapid fluctuations in currency exchange rates, consumer prices, inflation, employment levels and gross domestic product. As a result, the group is exposed to market risk from these changes, and are subject to other economic and political risks, which could impact their results of operations and financial condition.
| k. Comprehensive income |
| i. Comprehensive income |
Comprehensive income is defined as the change in equity from transactions and other events from non-owner sources and is comprised of net income and other comprehensive income (OCI). OCI includes currency translation adjustments on the group's net investment in self-sustaining foreign operations and related hedging gains and losses, translation adjustments related to the translation from the group's functional currency to its presentation currency, unrealized gains and losses on available-for-sale securities, hedging gains and losses on cash flow hedges and unrealized net actuarial gain or loss from pension and other postretirement benefit plans.
l. Revenue recognition The Group generates its revenues from the sale of high-quality medical devices which are self-manufactured through in-depth research and development. The products developed are sold via a network of distributors in many parts of the world and through a direct sales force in South Africa. Revenues are recognized when control of the promised goods or services are transferred to a customer in an amount that reflects the consideration that the Company expects to receive in exchange for those products. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its arrangements: • identify the contract with a customer, • identify the performance obligations in the contract, • determine the transaction price, |
| F-33 |
• allocate the transaction price to performance obligations in the contract, and • recognize revenue as the performance obligation is satisfied. Under ASC Topic 606, the Company estimates the transaction price, including variable consideration, at the commencement of the contract and recognizes revenue over the contract term, rather than when fees become fixed or determinable. Payment Terms Our payment terms generally are 30 days from statement. The time between a customer’s payment and the receipt of funds is not significant. Our contracts with customers do not result in significant obligations associated with returns, refunds or warranties. Our payment terms are generally fixed and do not include variable revenues. |
| i. Accordance with industry practice |
Sales revenue is recognized in accordance with industry practice which is when all the risks and benefits of ownership of products have been transferred to customers under executed sales agreements.
m. Cost of goods sold Cost of revenue consists primarily of raw material purchases, manufacturing costs, including machine time and employee benefits paid to operational personnel associated with the production of our medical devices. |
| n. Principles of consolidation |
| i. Consolidated - all intercompany transactions eliminated |
The consolidated financial statements include the accounts of the parent Medinotec Incorporated Group and its subsidiaries, all of which are wholly-owned. All significant intercompany transactions have been eliminated.
| o. Use of estimates |
| i. Actual results could differ |
The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and may have impact on future periods.
p. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), and has since issued amendments thereto, related to the accounting for leases (collectively referred to as “ASC 842”). ASC 842 establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the consolidated balance sheet for all long-term leases. Leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition and classification in the consolidated statement of operations. The Company adopted ASC 842 on April 26, 2021. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements, with certain practical expedients available. |
| F-34 |
q. Recently issued accounting standards
| i. Financial Instruments--Credit Losses |
In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, “Financial Instruments--Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The new standard introduces an approach, based on expected losses, to estimate credit losses on certain types of financial instruments and modifies the impairment model for available-for-sale debt securities. The new approach to estimating credit losses (referred to as the current expected credit losses model) applies to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, held-to-maturity debt securities, net investments in leases and off-balance-sheet credit exposures. With respect to available-for-sale (AFS) debt securities, the standard amends the current other-than-temporary impairment model. For such securities with unrealized losses, entities will still consider if a portion of any impairment is related only to credit losses and therefore recognized as a reduction in income. However, rather than also reflecting that credit loss amount as a permanent reduction in cost (amortized cost) basis of that AFS debt security, the standard requires that credit losses be reflected as an allowance. As a result, under certain circumstances, a recovery in value could result in previous allowances, or portions thereof, reversing back into income. This standard expands the disclosure requirements regarding credit losses, including the credit loss methodology and credit quality indicators. For the group, this standard is effective December 15, 2022, with early adoption permitted. Entities are required to apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The group is currently assessing this standard’s impact on the group’s (consolidated) result of operations and financial condition.
| 3. | Fair Value Measurements |
The Company reports all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
Level 1—Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.
Level 3—Inputs are unobservable inputs for the asset or liability.
The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is significant to the fair value measurement in its entirety.
At May 31, 2022 and February 28, 2022, all of the Company’s cash and cash equivalents, trade accounts receivable and trade accounts payable were short term in nature, and their carrying amounts approximate fair value. Our current and long-term debt arrangements are classified as level 2 financial instruments.
| F-35 |
| 4. Property, plant and equipment |
| a. Accounts by period |
Property, plant and equipment consist of the following:
May 31 2022 $ (unaudited) | February 28 2022 $ | |||||||
| Leasehold improvement | 22,455 | — | ||||||
| Computer equipment | 179,245 | — | ||||||
| Computer software | 68,715 | — | ||||||
| Office equipment | 8,536 | — | ||||||
| Furniture and fixtures | 120,443 | — | ||||||
May 31 2022 $ (unaudited) | February 28 2022 $ | |||||||
| Motor vehicles | 14,607 | — | ||||||
| Small assets | 16,602 | — | ||||||
| Plant and machinery | 1,264,433 | — | ||||||
| Laboratory equipment | 293,394 | — | ||||||
| Total cost | 1,988,430 | — | ||||||
| Foreign currency adjustment | 24,227 | — | ||||||
| Total accumulated depreciation | (1,499,884 | ) | — | |||||
| Total | $ | 512,773 | $ | — | ||||
Depreciation and amortization of property, plant and equipment totalled approximately $23,028 for the period ending May 31, 2022.
The company has not acquired any property and equipment under capital leases.
| F-36 |
| 5. Inventories |
| a. Accounts by period |
Inventory consists of the following:
May 31 2022 $ (unaudited) | February 28 2022 $ | |||||||
| Merchandise | 535,553 | — | ||||||
| Less provisions for obsolescence | (31,788 | ) | — | |||||
| Total | $ | 503,765 | $ | — | ||||
| 6. Loans payable |
| a. Loans from related parties |
Other financial liabilities consists of a loan from a related party:
May 31 2022 $ (unaudited) | February 28 2022 $ | |||||||
| Minoan Medical Proprietary Limited | 1,837,211 | — | ||||||
| Minoan Capital Proprietary Limited | 320 | 325 | ||||||
| Total debt | 1,837,531 | 325 | ||||||
Minoan Medical Proprietary Limited:
This is an unsecured loan which is repayable over the next 3 years. The loan carries interest at the prevailing prime lending rate of the time. The prime lending rate in South Africa was 8.25% at quarter end. The terms of this loan is deemed to be market related. The interest charged for the quarter was $35,243 and a 1% movement in the interest rates constitutes a value of $18,375.
The company has the option to early settlement in cash or shares.
Minoan Capital Proprietary Limited:
This is an unsecured, interest free loan with no fixed terms of repayment.
Minoan Medical and Minoan Capital are related parties of the Group as the CEO Dr Gregory Vizirgianakis has common control.
| F-37 |
| 7. Accounts payable and accrued expenses |
| a. Accounts payable by period |
Accounts payable consist of the following:
May 31 2022 $ (unaudited) | February 28 2022 $ | |||||||
| Trade accounts payable | 117,717 | — | ||||||
| Accrued payroll, payroll taxes and vacation | 26,101 | — | ||||||
May 31 2022 $ (unaudited) | February 28 2022 $ | |||||||
| Deferred rent | 45 | — | ||||||
| Other payables | 89,375 | — | ||||||
| Total | $ | 233,238 | $ | — | ||||
| 8. Commitments |
| a. Leases and deferred rent |
The Company leases office and warehouse spaces under noncancelable operating lease agreements, which expire through 2023. The Company is required to pay property taxes, insurance, and normal maintenance costs for certain of these facilities and will be required to pay any increases over the base year of these expenses on the remainder of the Company’s facilities.
Certain of the Company’s operating leases contain predetermined fixed escalations of minimum rentals during the lease term. For these leases, the Company recognizes the related rental expense on a straight- line basis over the life of the lease from the date the Company takes possession of the office and records the difference between amounts charged to operations and amounts paid as deferred rent. As of May 31, 2022 $45 had been accrued.
Future minimum lease payments under noncancelable operating leases as of May 31, 2022, are as follows:
| Years ending February 28 | 2023 | |||||
| 2023 | $ | 30,806 | ||||
Rental expense for operating leases for the quarter ended May 31, 2022 was $14,055.
| F-38 |
| b. Litigation |
From time to time, the Group may become involved in various legal proceedings in the ordinary course of its business and may be subject to third-party infringement claims.
In the normal course of business, the Group my agree to indemnify third parties with whom it enters into contractual relationships, including customers, lessors, and parties to other transactions with the Group, with respect to certain matters. The Group has agreed, under certain conditions, to hold these third parties harmless against specified losses, such as those arising from a breach of representations or covenants, other third-party claims that the Group’s products when used for their intended purposes infringe the intellectual property rights of such other third parties, or other claims made against certain parties. It is not possible to determine the maximum potential amount of liability under these indemnification obligations due to the Group’s limited history of prior indemnification claims and the unique facts and circumstances that are likely to be involved in each particular claim.
From time to time, the Group is subject to various claims that arise in the ordinary course of business. Management believes that any liability of the Group that may arise out of or with respect to these matters will not materially adversely affect the financial position, results of operations, or cash flows of the Group.
At reporting date there is no known material litigation or claims against the Group.
| 9. Stockholders' equity |
| a. Authorized and issued stock by period |
Authorized:
As of May 31, 2022 the Company had 188,266,250 shares of common stock authorized and available to issue for purposes of satisfying conversion of preferred stock, the exercise of warrants, the exercise and future grant of common stock options, and for purposes of any future business acquisitions and transactions.
As of May 31, 2022 the Company had 20,000,000 shares of preferred stock authorized and available to issue.
Issued and outstanding shares
|
| May
31 2022 (unaudited) | February
28 2022 | |||||||
| Common stock | $ | 11,734 | $ | 10,000 | ||||
| Common stock additional paid in capital | $ | 3,296,391 | $ | — | ||||
| F-39 |
| 10. Income taxes |
| a. Provision for income taxes |
The components of income tax expense are as follows:
|
May 31 2022 $ (unaudited) | February 28 2022 $ | |||||||
| Continuing operations | ||||||||
| Current | ||||||||
| Deferred/future | ||||||||
| Foreign | (20,817 | ) | — | |||||
| Total tax continuing operations | (20,817 | ) | — | |||||
| Discontinued operations | ||||||||
| Current | ||||||||
| Total | $ | (20,817 | ) | $ | — | |||
| b. Deferred taxes/Future income tax assets and valuation allowance |
Significant components of the group's future tax assets are as follows:
May 31 2022 $ (unaudited) | February 28 2022 $ | |||||||
| Deferred rent | 13 | — | ||||||
| Leave pay provision | 1,037 | — | ||||||
| Assessed losses | 103,650 | — | ||||||
| Total | 104,700 | — | ||||||
| Net deferred/future tax asset | $ | 104,700 | $ | — | ||||
Deferred tax assets refer to assets that are attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets in essence represent future savings of taxes that would otherwise be paid in cash. The realization of the deferred tax assets is dependent upon the generation of sufficient future taxable income, including capital gains. If it is determined that the deferred tax assets cannot be realized, a valuation allowance must be established, with a corresponding charge to net income.
| F-40 |
| 11. Related party transactions |
| a. Rent |
The company leases commercial buildings from Minoan Captial Proprietary Limited (“Minoan Capital”). Minoan Capital is owned 100% by the Chief Executive Officer of the Medinotec Group of Companies, Dr. Gregory Vizirgianakis.
Set forth below is a table showing the Company’s net purchases and accounts payable for the quarter ended May 31, 2022 with Minoan Capital:
May 31 2022 $ (unaudited) | February 28 2022 $ | |||||||
| Rent | 9,555 | — | ||||||
| Accounts payable | 3,823 | — | ||||||
| Total | $ | 23,331 | $ | 38,157 | ||||
Rent is comparable to rent charged for similar properties in the same relative area. The company does market research of a Minimum and a Maximum rental value within the area at every renewal of the rental agreement to ensure this is market related, this exercise is undertaken together with a registered property agent who has the appropriate knowledge of the area. ASC 850-10-50-6.
| b. Loan |
This is an unsecured loan from the prior parent entity of DISA Medinotec Proprietary Limited incorporated in South Africa called Minoan Medical Proprietary Limited. This loan originated to fund working capital and capex expansions of DISA Medinotec Proprietary Limited Incorporated during the developmental and startup phase. After the acquisition of DISA Medinotec Proprietary Limited into the Medinotec Group of companies, the Medinotec Group of Companies assumed this liability. During the Covid challenges, interest on the loan was waived due to the loan being classified as an equity investment at that stage, before the post balance sheet transfer of DISA Medinotec Proprietary Limited Incorporated to the Medinotec Group of Companies. The Medinotec Group of Companies has a period of 3 years post any IPO date to repay the loan, during these 3 years the loan will carry interest at the prevailing prime lending rate of the time.
The current prevailing prime lending rate in South Africa is 8.25%.The interest charged for the quarter was $35,243 and a 1% movement in the interest rates constitutes a value of $18,375.The interest rate chargeable is a guideline determined by the South African Reserve Bank and gets utilized by financial institutions to determine the financial gain they may derive from a loan. The Prime rate is therefore an arm’s length transaction and justifiable rate that can be applied to a loan within the borders of the Republic of South Africa and therefore complies with the arm’s length definitions in ASC 850-10-50-6.
| F-41 |
The company has the option to settle earlier and settlement can be in cash or shares.
Minoan Medical Proprietary Limited’s ultimate beneficial owner is the CEO of the Medinotec Group of Companies Dr. Gregory Vizirgianakis and is used to hold his medical investments and exports of which DISA Medinotec Proprietary Limited Incorporated was one of these investments before it got transferred into the Medinotec Group of Companies. Pieter van Niekerk also serves as a director on Minoan Medical Proprietary Limited.
Operational charges are charged to the loan account.
May 31 2022 $ (unaudited) | February 28 2022 $ | |||||||
| Minoan Medical Proprietary Limited | 1,837,211 | — | ||||||
| Minoan Capital Proprietary Limited | 320 | 325 | ||||||
| Total | $ | 1,837,531 | $ | 325 | ||||
| c. Sales to commonly controlled entities |
The company sells the majority of its stock to DISA Vascular Distribution t/a DISA Life Sciences.
DISA Life Sciences is the main distributor of the products of DISA Medinotec Proprietary Limited in South Africa. This relationship is governed by a distribution agreement which DISA Lifesciences needs to adhere to, the company is owned by an independent third party but according to the distribution agreement DISA Life sciences needs to allow a Director of DISA Medinotec Proprietary Limited Incorporated registered in South Africa to become a board member in an Non – Executive role to oversee that good corporate governance is maintained by the company and that the good name of DISA Medinotec Proprietary Limited Incorporated does not come into despair. Currently, the Board position is held by Mr. Pieter van Niekerk who is also the CFO of the Medinotec Group of Companies. Mr. van Niekerk has no operational involvement and also no financial interest or benefit paid to him for assuming the role of independent non-executive of the company.
Apart from this non-executive directorship position there is no other related party ties to DISA Life Sciences.
DISA Life Sciences is one of the top 5 biggest distributor of medical devices in the Republic of South Africa and therefore DISA Medinotec Proprietary Limited registered in South Africa utilizes their sales footprint for cost efficiencies. All trading is considered to be at arm's length.
| F-42 |
Minoan Medical Proprietary Limited’s ultimate beneficial owner is the CEO of the Medinotec Group of Companies Dr. Gregory Vizirgianakis and is used to hold his medical investments and exports of which DISA Medinotec Proprietary Limited Incorporated was one of these investments before it got transferred into the Medinotec Group of Companies. All sales made to Minoan Medical Proprietary Limited was utilized to build the export market for DISA Medinotec South Africa, in the future these sales will be made directly to the export countries without utilizing Minoan Medical Proprietary Limited as an intermediate. These sales were made on the same terms as the DISA Life Sciences distribution agreement. Pieter van Niekerk also serves as a director on Minoan Medical Proprietary Limited.
The distribution agreement between DISA Lifesciences and DISA Medinotec Proprietary Limited Incorporated was entered into after a market feasibility study was conducted. Medical devices get registered with a fixed maximum sales price which is regulated within South Africa. It was determined that the profit split allowed between the two companies would be based on this approved market price, where DISA Lifesciences would be allowed only to have 10% of the total sales value and DISA Medinotec Proprietary Limited Incorporated the remaining balance.
This profit split was determined by a benchmark study that was completed by an external firm who compared the profit margins of a distribution/wholesale business. The allowed profit margin was concluded as being within the appropriate benchmark and therefore arm’s length. The data base used to determine the market related margin is the Worldwide Private Company Data Base from Thomson Reuters. Therefore, this agreement is deemed to be market related and at arm’s length and compliant with. ASC 850-10-50-6 and ASC 850-10-50-5.
Sales between the entities gets settled on a regular basis and there is no long outstanding Accounts receivable.
Set forth below is a table showing the Company’s sales for the quarter ended May 31, 2022 and accounts receivable at this date with DISA Life Sciences & Minoan Medical:
May 31 2022 $ (unaudited) | February 28 2022 $ | |||||||
| DISA Life Sciences | ||||||||
| Sales | 125,523 | — | ||||||
| Accounts receivable | 1,222 | — | ||||||
| Minoan Medical | ||||||||
| Sales | — | — | ||||||
These transactions occurred in the normal course of operations and are measured at the exchange amount, which is the amount of the consideration established and agreed to by the related parties.
| F-43 |
| 12. Business acquisitions |
| a. Acquisition of Disa Medinotec Proprietary Limited |
On March 2, 2022 the group acquired 100 percent of the issued and outstanding shares of DISA Medinotec Proprietary Limited. The consideration payable was $11 for the outstanding equity and the Group assumed the responsibility of the loan account ($1,583,661) payable to Minoan Medical Proprietary Limited. Due to the control of businesses being in principal 95% the same between the Group and the previous owner of DISA Medinotec Proprietary Limited the transaction would be deemed a common control transaction.
The Group acquired the assets and liabilities noted below:
| Cash | 121,412 |
| Accounts and other receivables | 151,202 |
| Inventory | 438,923 |
| Property, plant and equipment | 515,703 |
| Deferred tax assets | 85,626 |
| Accounts payable and accrued liabilities | (209,018) |
| Long-term debt | (1,583,661) |
| Common control reserve | $ (479,813) |
The accompanying consolidated statement of operations and retained earnings includes the results of operations of DISA Medinotec Proprietary Limited from the acquisition date to May 31, 2022.
The following represents pro forma information as if the acquisitions of DISA Medinotec Proprietary Limited had occurred on March 1, 2020. The pro forma data is presented for illustrative purposes only and is not necessarily indicative of the combined results of operations of future periods or the results that actually would have occurred had the acquisitions been in effect for the entire specified periods.
Year ended February 28 2022 $ | Year ended February 28 2021 $ | |||||||
| Revenue | $ | 1,215,905 | $ | 493,642 | ||||
| General and administration | $ | 601,094 | $ | 409,505 | ||||
| Net loss | (167,764 | ) | (36,682 | ) | ||||
| 13. Subsequent events |
The Company embarked on a capital raise at a pre-FDA and pre due diligence phase valuation, which meant a significant risk premium was added to the valuation. Based on this the Board of Medinotec Inc had to convince the owners of DISA Medinotec South Africa of its ability to raise a minimum of $3 million during a private placement before the owners of DISA Medinotec South Africa would sell into the strategy of Medinotec Inc in the United States of America. This was proven on 2 March 2022. Therefore the sale of the business of DISA Medinotec into that of the structure of Medinotec Inc became effective. Due to the control of the businesses being in principal 95% the same between Medinotec Group USA and the owner of Medinotec South Africa the transaction would be deemed a common control transaction. The fair value consideration payable will be $11 for the outstanding equity and Medinotec Group would take on the responsibility of the loan account payable to Minoan medical $ 1,583,661. Taking into account the history of operational losses this is deemed to be a fair purchase consideration between the related parties. |
| F-44 |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
No events occurred requiring disclosure under Item 304 of Regulation S-K during the fiscal year ending February 28, 2021.
The current accountants were appointed in 2021 to perform a US GAAP standard audit the prior accountants were not PCAOB registered at this stage. Therefore, the prior accountants now form a supportive role where they perform country specific overviews for example the review of the country specific tax regulations, and the primary accountant which is PCAOB registered signs off on the financial statements.
We file annual, quarterly and current reports, proxy statements and other documents with the SEC. These filings contain important information which does not appear in this prospectus. You may read and copy, at prescribed rates, any documents we have filed with the SEC at its Public Reference Room located at 100 F Street, N.E., Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We also file these documents with the SEC electronically. You can access the electronic versions of these filings on the SEC’s website found at http://www.sec.gov.
We have filed with the Securities and Exchange Commission (“SEC”) a registration statement for the securities on Form S-1 under the Securities Act. This prospectus, which forms part of the registration statement, does not contain all the information contained in the registration statement. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete and, for a copy of the contract or document, you should refer to the exhibits that are part of the registration statement.
You may inspect and copy the registration statement at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549 upon payment of certain prescribed fees. You may obtain information on the operation of the SEC’s public reference facilities by calling the SEC at 1-800-SEC-0330. You may also access the registration statement electronically through the SEC’s Electronic Data Gathering, Analysis and Retrieval, or EDGAR, system at the SEC’s website located at http://www.sec.gov.
Until _______________, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
| 58 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 13. | Other Expenses of Issuance and Distribution |
| SEC Registration Fees | $ | $803.59 |
| Accounting Fees and Expenses* | 10,000 | |
| Legal Fees and Expenses* | 10,000 | |
| Miscellaneous* | 5,000 | |
| Total | $ | 25,803.59 |
* Estimates
We will bear our fees and expenses incurred in connection with the registration of shares of common stock in connection with this offering. The Selling Shareholders will bear all selling and other expenses that they incur in connection with their sale of shares of common stock pursuant to the prospectus which is part of this registration statement.
| Item 14. | Indemnification of Directors and Officers. |
Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our bylaws.
Under the governing Nevada statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation. Our articles of incorporation do not contain any limiting language regarding director immunity from liability. Excepted from this immunity are:
| 1. | a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest; |
| 2. | a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful); |
| 3. | a transaction from which the director derived an improper personal profit; and |
| 4. | willful misconduct. |
Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:
| 1. | such indemnification is expressly required to be made by law; |
| 2. | the proceeding was authorized by our Board of Directors; |
| 3. | such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or; |
| 4. | such indemnification is required to be made pursuant to the bylaws. |
Our bylaws provide that we will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the company, or is or was serving at the request of the company as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under our bylaws or otherwise.
Our bylaws provide that no advance shall be made by us to an officer of the company, except by reason of the fact that such officer is or was a director of the company in which event this paragraph shall not apply, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the company.
| 59 |
| Item 15. | Recent Sales of Unregistered Securities. |
On April 26, 2021 the company issued 10,000, 000 shares of common stock to the founding shareholders at 0.001 per share.
On May 30, 2022 the company concluded a pre Trachealator FDA approval raise which started in October 2021 and concluded on May 30, 2022. This raise was for a total of 1,733,750 shares of common stock at $2 a share.
These securities were issued pursuant to Regulation S promulgated under the Securities Act of 1933, as amended. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.
| Item 16. | Exhibits |
| (1) | Incorporated by reference to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 2, 2022. |
| Item 17. | Undertakings. |
The registrant hereby undertakes:
| (a) | 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; |
(ii) to reflect in the prospectus any facts or events arising after the effective date of this 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(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.
(b) That, for the purpose of determining any liability under the Securities Act, 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.
(c) 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.
(d) That, for the purpose of determining liability under the Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(e) 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 foregoing provisions, 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 Securities Act of 1933 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 of 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 Securities Act of 1933 and will be governed by the final adjudication of such issue.
| 60 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of North Riding, South Africa.
| DATE | SIGNATURE | TITLE | ||
| August 4, 2022 | /s/ Gregory Vizirgianakis | Chief Executive Officer and Director | ||
| Gregory Vizirgianakis | (Principal Executive Officer) |
| DATE | SIGNATURE | TITLE | ||
| August 4, 2022 | /s/ Peter van Niekerk | Chief Financial Officer and Director | ||
| Peter van Niekerk | (Principal Financial Officer and Principal Accounting Officer) |
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| DATE | SIGNATURE | TITLE | ||
| August 4, 2022 | /s/ Gregory Vizirgianakis | Chief Executive Officer and Director | ||
| Gregory Vizirgianakis | (Principal Executive Officer) |
| DATE | SIGNATURE | TITLE | ||
| August 4, 2022 | /s/ Peter van Niekerk | Chief Financial Officer and Director | ||
| Peter van Niekerk | (Principal Financial Office and Principal Accounting Officer) |
| DATE | SIGNATURE | TITLE | ||
| August 4, 2022 | /s/ Stavros G. Vizirgianakis and | Director | ||
| Stavros G. Vizirgianakis |
| DATE | SIGNATURE | TITLE | ||
| August 4, 2022 | /s/ Joseph P. Dwyer | Director | ||
| Joseph P. Dwyer |
| 61 |
Capital
AGREEMENT OF LEASE
THE SCHEDULE
| 1 | THE LANDLORD |
Name: MINOAN CAPITAL PTY LTD Registration No.: 2013/130048/07 Represented By: GREGORY VIZIRGIANAKIS Postal Address : PO BOX 912, Florida, 1710 |
|
| 2 | THE TENANT |
Name : DISA Medinotec Pty Ltd Registration No.: 2015/117607/07 VAT Reg. No.: 4720269531 Represented By : Pieter van Niekerk ID No: 8505205045081 Postal Address : PO BOX 912, Florida, 1710 |
|
| 3 | THE LEASED PREMISES |
Northlands Business Park New Market Road 171 Bush Telegraph Avenue Northriding 2169 |
|
| 4 | THE INITIAL PERIOD | (3) Three-year lease | |
| 5 | BASIC MONTHLY RENTAL DURING INITIAL PERIOD |
• R48 887.50 excluding VAT of 15% • Including council rates, taxes and levies. • Tenant to pay own utilities |
|
| 6 | DEPOSIT OR BANK GUARANTEE | N/A | |
| 7 | DUE DATE OF PAYMENT OF RENTAL | The first day of the month in advance directly payable to the Landlord |
| 8 | USE OF LEASED PREMISES | Sale of Medical Devices | |
| 9 |
LETTING & ADMINISTRATION AGENTS TO WHOM RENTAL PAYABLE |
Landlord |
|
| 10 | GUARANTOR/S FOR TENANTS | Pieter van Niekerk | |
| 11 | THE RENEWAL PERIOD | (3) THREE YEARS COMMENCING: 01/02/2020 TERMINATING: 31/01/2023 |
|
THE AGREEMENT
The LANDLORD and the TENANT enter into an Agreement of Lease in respect of the LEASED PREMISES on the terms and conditions set out in the SCHEDULE, in Annexure "A" hereto, in Annexure "B" hereto, if applicable, in Annexure "C" hereto, if applicable and in Annexure "D" hereto, if applicable.
SIGNATURE OF THE PARTIES
SIGNED by the LANDLORD at Johannesburg on this 28th day of January 2020
AS WITNESSES:
1.
2.
/s/ Gregory Vizirgianakis
for: Duly Authorized
SIGNED by the TENANT at Johannesburg on this 29th day of January 2020
AS WITNESSES:
1.
2.
/s/
for: Duly Authorized
| 2 |
ANNEXURE "A"
| 1. | DEFINITIONS |
In this agreement, unless inconsistent with, or otherwise indicated by, the context, the following terms shall have the meanings assigned to them hereunder, namely:-
| LANDLORD | theparty recorded in Item 1 of the SCHEDULE; |
| TENANT | the party recorded in Item 2 of the SCHEDULE; |
| GUARANTOR /S | the party or parties recorded in Item 10 of the SCHEDULE; |
| LETTING AND ADMINISTRATION AGENTS | the agents recorded in Item 09 of the SCHEDULE or such other person or persons as the LANDLORD may from time to time appoint as its letting and administration agents; |
| LEASED PREMISES | the premises recorded in Item3 of the SCHEDULE; |
| BUILDINGS | the buildings accommodating the LEASED PREMISES; |
| LAND | the immovable property on which the BUILDINGS are erected; |
| PROPERTY | the LAND and the BUILDINGS; |
| TENANT'S PROPORTIONATEVAT | Value Added Tax payable in terms of the Value Added Tax Act No. 89 of 1991, as amended; |
| SCHEDULE | the schedule to which this Annexure "A" is attached' |
| DAY/S | means calendar days. |
| 2. | LETTING AND HIRING |
The LANDLORD lets to the TENANT, which hires the LEASED PREMISES.
| 3. | INITIAL PERIOD |
| 3.1 | This lease is for the initial period recorded in Item 4 of the SCHEDULE. |
| 3.2 | If the LEASED PREMISES are not ready for occupation by the TENANT on the date of commencement of this lease for any reason whatsoever, the TENANT shall not claim for cancellation of this lease or for damages or for any other right of action against the LANDLORD. |
| 3.3 | The TENANT shall accept occupation of the LEASED PREMISES on 1st of February 2020 and |
this lease will be deemed to have commenced on 1st of February 2020 regardless of whether the LEASED PREMISES are ready for occupation or not.
| 3.4 | If any dispute arises between the parties as to whether or not the LEASED PREMISES are ready for occupation by the TENANT, such dispute shall be referred to an architect nominated by the parties jointing and the provisions of sub-clause 11.3.1 hereof shall apply mutatis mutandis. |
| 3 |
| 4. | BASIC MONTHLY RENTAL |
| 4.1 | The basic monthly rental payable by the TENANT to the LANDLORD during the initial period is that recorded in Item 5 of the SCHEDULE. |
| 4.2 | The TENANT shall pay the basic monthly rental in advance on the first day of each and every month, without deduction or demand and free from bank exchange, payment to be made into the following account: |
Bank: Investec Bank Limited
Branch: 100 Grayston Drive
Branch Code: 580105
Account: Current Account
Account Number: XXX XXXXXXX
| 5. | RATES, TAXES, INSURANCES, OPERATING COSTS & GROUND RENTAL |
| 5.1 | RATES |
The TENANT shall pay all rates and other taxes, which may be levied by the local municipal authority or any other competent authority on the LAND and I or the BUILDING. If at any time during the currency of this lease the rates and taxes on the LAND and I or the BUILDINGS are increased over and above the amount of such rates and taxes payable for the municipal year ending immediately prior to the date of commencement of this lease, the LANDLORD shall be entitled to recover from the TENANT, in accordance with the provisions of sub-clauses 5.6 and 5.7 hereof, the whole or a portion, as the case may be, of such increases with effect from the date upon which same become effective.
| 5.2 | OTHER TAXES |
| 5.2.1 | If at any time during the currency of this lease any new tax or levy, not in the nature of or similar to an income tax, is imposed on the LAND and I or the BUILDINGS, the LANDLORD shall be entitled to recover from the TENANT, in accordance with the provisions of sub-clauses 5.6 and |
5.7 hereof, the whole or a portion, as the case may be, of such new tax or levy with effect from the date upon which same becomes effective.
The LANDLORD shall be entitled to recover from the TENANT, in accordance with the provisions of sub-clauses
5.6 and 5.7 hereof, an amount or amounts equivalent to any regional services levy or regional establishment levy or other levy imposed on any amounts payable in terms of this lease, unless in law the LANDLORD is precluded from recovering such amounts.
| 5.3 | OPERATING COSTS |
| 5.3.1 | The TENANT acknowledges that it has acquainted itself with such of the following costs of operating the PROPERTY as are being incurred by the LANDLORD at the date of commencement of this lease and the TENANT accepts that such operating costs are being necessarily incurred and are reasonable: |
| 5.3.1.1 | the wages, salaries and other employment costs of all employees of the |
| 4 |
LANDLORD engaged in the supervision, operation, cleaning, maintenance and security of the PROPERTY;
| 5.3.1.2 | the cost of all goods and materials relating to the provision of supervision, operation, cleaning, maintenance and security of the PROPERTY; |
| 5.3.1.3 | the cost of the maintaining, repairing and servicing, lifts, travolators and hoists; |
| 5.3.1.4 | the cost of maintaining, repairing and servicing air-conditioning equipment [other than that for which the TENANT is liable in terms of sub-clause 8.10 hereof], electrical installations, pump installations, fire extinguishing equipment, security equipment and other mechanical equipment ; |
| 5.3.1.5 | the charges payable by the LANDLORD in terms of any service contract relating to cleaning services, pest control services and security services. |
| 5.3.2 | If at any time during the currency of this lease, there is an increase in any of the costs referred to in sub clause 5.4.1 over and above such costs payable as at the date of commencement of this lease or if any of the costs referred to in sub-clause 5.4.1 are not payable as at the date of commencement of this lease but are subsequently incurred, and such increase or new costs have been necessarily incurred and are reasonable, the LANDLORD shall be entitled to recover from the TENANT, in accordance with the provisions of sub-clauses 5.6 and 5.7 hereof, the whole or a portion, as the case may be, of such increase or new cost, with effect from the date upon which same becomes effective, provided that the TENANT shall only be obliged to pay any such increases or new costs to the extent that same have been reasonably incurred. |
| 5.4 | GROUND RENTAL |
If the PROPERTY is leasehold property and there is at any time during the currency of this lease an increase in the ground rental payable by the LANDLORD to its lessor, the LANDLORD shall be entitled to recover from the TENANT, in accordance with the provisions of sub-clauses 5.6 and 5.7 hereof, the whole or a portion, as the case may be, of such increase with effect from the date upon which same becomes effective.
| 5.5 | AMOUNT OF RECOVERIES |
The particular amount which the LANDLORD is entitled to recover in terms of sub-clauses 5.1 to 5.5 inclusive hereof shall be:-
| 5.5.1 | the amount in question if it relates exclusively to the LEASED PREMISES or if it relates exclusively to amounts payable in terms of this lease; or |
| 5.5.2 | the TENANT'S PROPORTIONATE SHARE of the amount in question if the amount in question does not relate exclusively to the LEASED PREMISES or if it does not relate exclusively to amounts payable in terms of this lease. |
In respect of any period of this lease which does not coincide with the applicable period over which the particular recovery referred to in sub-clauses 5.1 to 5.5 inclusive hereof is levied, the TENANT shall pay a pro rata share of such recovery.
| 5 |
| 5.6 | PAYMENT OF RECOVERIES |
The amount of any recovery due by the TENANT to the LANDLORD in terms of sub-clauses 5.6 hereof shall, at the election of the LANDLORD, be payable:-
| 5.6.1 | within such period as may be stipulated for by the LANDLORD, which period shall not, however, be less than 7 [seven] days after the date of delivery to the TENANT of a written notice advising the TENANT thereof; or |
| 5.6.2 | by a one-twelfth share of the amount due by the TENANT being added to the basic monthly |
rental payable by the TENANT.
All recoveries payable by the TENANT shall be deemed to be additional rental payable in terms of this lease.
| 5.7 | DISPUTES RELATING TO RECOVERIES |
If the TENANT disputes, in respect of any of the recoveries referred to in sub-clauses 5.1 to 5.5 inclusive hereof:-
| 5.7.1 | the date on which same becomes effective; and/ or |
| 5.7.2 | the amount of same; and/ or |
| 5.7.3 | the amount of the additional rental; and/ or |
| 5.7.4 | the extent to which any particular recovery referred to in sub-clause 5.3 and 5.4 hereof has been reasonably or necessarily incurred, or the extent to which the revaluation of the BUILDING and |
/ or any other improvements to the LAND referred to in sub-clause 5.3.4.1 hereof is reasonable, or the variation in the insurance cover referred to in sub-clause 5.3.4.3 hereof is reasonable, or the additional insurance cover referred to in sub-clause 5.3.4.4 hereof is reasonable;
such dispute may only be raised by the TENANT by notice in writing delivered to the LANDLORD within 14 [fourteen] days of the date of receipt by the TENANT of a notice calling for payment of the particular recovery referred to in sub-clause 5.7 hereof. Any such dispute, which is not resolved between the parties, shall be determined by arbitration in terms of the Arbitration Act then in force. Pending the determination of the dispute, the TENANT shall nevertheless make payment in accordance with the notice calling for payment in terms of sub-clause
5.7 hereof and payment of any adjustment between the parties shall be made within 7 [seven] days of the date of publication of the arbitration award. The party liable to make payment shall, in addition, be liable to pay interest thereon at the rate of 2 % [Two Per Centum] above the prime overdraft rate charged per annum by Investec Bank Limited, Grayston Drive, Johannesburg, reckoned from the date on which the overpayment was made or on which the underpayment was due as the case may be, until the date of payment, both dates inclusive.
| 6. | UTILITY CHARGES |
| 6.1 | The TENANT shall be liable for and shall pay for:- |
| 6.1.1 | all electricity and power used on the LEASED PREMISES, save that if electricity and power is not separately metered in respect of the LEASED PREMISES only, the TENANT shall pay the TENANT'S PROPORTIONATE SHARE of all electricity and power metered in respect of the PROPERTY ; |
| 6 |
| 6.1.2 | all water used on the LEASED PREMISES, save that if water is not separately metered in respect of the LEASED PREMISES only, the TENANT shall pay the TENANT'S PROPORTIONATE SHARE of all water metered in respect of the PROPERTY; |
| 6.1.3 | all refuse removal charges levied in respect of the LEASED PREMISES, save that if refuse removal, charges are not separately levied in respect of the LEASED PREMISES only, the TENANT shall pay the TENANT'S PROPORTIONATE SHARE of all refuse removal charges levied in respect of the PROPERTY ; |
| 6.1.4 | all charges or amounts levied by or payable to the local municipal authority or any other competent authority in respect of drainage purification or treatment or removal of effluent or waste water from the LEASED PREMISES only; |
| 7. | VALUE ADDED TAX |
| 7.1 | The TENANT shall pay VAT on the basic monthly rental and on all recoveries payable in terms of this lease at the rate prescribed from time to time. |
| 7.2 | If, at any time during the currency of this lease, the prescribed rate of VAT varies above or below the percentage applicable as at the date of commencement of this lease, then the tax portions of the basic monthly rental recorded in item 5 of the SCHEDULE shall be adjusted accordingly with effect from the date on which such variation bec;omes effective. |
| 8. | TENANT'S RIGHTS AND OBLIGATIONS |
| 8.1 | ACKNOWLEDGMENT |
The TENANT acknowledges that it is fully acquainted with the locality and full details of the LEASED PREMISES.
| 8.2 | USE |
The TENANT shall use the LEASED PREMISES only for the purposes specified in Item 9 of the SCHEDULE.
| 8.3 | CONDUCT OF BUSINESS |
The TENANT:
| 8.3.1 | shall keep the LEASED PREMISES open for business, with its full range of merchandise, on all permissible days and during normal trading hours or such trading hours as are specified by the LANDLORD from time to time on those days, save that the TENANT shall be entitled to temporarily close its business on religious occasions or such other special occasions of short duration which are reasonably necessitated by special circumstances; |
| 8.3.2 | shall ensure that no damage is caused to any of the floors in the LEASED PREMISES by virtue of the operation of any machine or the carrying on of any manufacturing activity or the transportation of any machine or equipment or goods within the LEASED PREMISES ; |
| 8.3.3 | shall not use the common areas of the PROPERTY, such as yards, parking areas, loading zones, passages, malls and service corridors for storage or the display or sale of goods or the supplying of services. |
| 7 |
| 8.4 | CONDITION OF PREMISES |
The TENANT shall, within 7 [seven] days of the date of commencement of the lease, notify the LANDLORD in writing of the details of any defects in the condition of the LEASED PREMISES and, failing such notification, the TENANT shall be deemed to have received the LEASED PREMISES in a thoroughly good state of tenantable repair and condition.
| 8.5 | INTERIOR MAINTENANCE |
The TENANT:-
| 8.5.1 | shall, at its own cost and expense, keep and maintain the entire interior of the LEASED PREMISES, including paintwork, in good order and repair; |
| 8.5.2 | shall, at its own cost and expense, repair and / or replace all fluorescent tubes, ballast's and electric light globes, electrical fittings, locks, keys and other interior fittings in the LEASED PREMISES that may be damaged, destroyed or lost; |
| 8.5.3 | shall do any painting, which may be necessary from time to time to the interior of the LEASED PREMISES; |
| 8.5.4 | shall, at the termination of this lease, hand over and deliver the LEASED PREMISES to the LANDLORD in the same good order and condition as they were in when the TENANT first took occupation of the LEASED PREMISES, but without releasing the TENANT from any of its obligations to maintain the LEASED PREMISES in terms of this lease. |
| 8.6 | DOORS, GLASS, WALLS, CEILINGS, AND FLOORS |
The TENANT:-
| 8.6.1 | shall keep and maintain in good order and condition and, if damaged, shall replace all internal and external doors, window frames and sashes, window panes, louvers, window or glass displays, glass, office partitions and beading surrounds [whether interior or exterior] in the LEASED PREMISES ; |
| 8.6.2 | shall regularly clean the items referred to in sub-clall6e 8.6.1 hereof accordingly to the LANDLORD'S instructions; |
| 8.6.3 | shall not drive any object into the walls or ceilings or floor of any part of the LEASED PREMISES, save for the purposes of sub-clause 8.7 hereof; |
| 8.6.4 | shall not do anything, which damages the walls or ceiling or floor or any part of the LEASED PREMISES; |
| 8.6.5 |
|
.. |
shall keep and maintain in good order and condition and, if damaged, shall replace any carpet provided in the LEASED PREMISES. The LANDLORD shall not be obliged under any circumstances to replace any carpets in the LEASED PREMISES. Should the TENANT wish to install new or replace existing carpeting, the written consent of the LANDLORD shall first be obtained and on termination of this lease the TENANT shall not be entitled to reimbursement in respect of any carpets, which shall become the so_leand absolute property of the LANDLORD
'
| 8 |
| 8.7 | FIXTURES AND FITTINGS |
The TENANT:-
| 8.7.1 | shall be entitled, at any time, to install such fixtures or fittings in the LEASED PREMISES for the purpose of its business as are approved by the LANDLORD; |
| 8.7.2 | shall be entitled, at any time during the currency of this lease, to remove those fixtures or fittings; |
| 8.7.3 | shall be obliged to remove those fixtures or fittings at the termination of this lease before handing over the LEASED PREMISES, if called upon by the LANDLORD to do so, and in default of the TENANT complying with this obligation, the LANDLORD shall be entitled itself to remove such fixtures and fittings at the cost and expense of the TENANT and any such costs and expenses shall be recoverable from the TENANT as additional rental ; |
| 8.7.4 | shall repair, at its sole cost and expense, to the satisfaction of the LANDLORD and/ or its agents, any damage caused by such installation or removal before handing over the LEASED PREMISES; |
| 8.7.5 | agrees that if the TENANT fails to remove those fixtures and fittings at the termination of this lease and the LANDLORD has not exercised its right in terms of sub-clause 8.7.3 hereof, then such fixtures and fittings shall be deemed to form part of the LEASED PREMISES and the TENANT shall have no claim against the LANDLORD for compensation in respect thereof. |
| 8.8 | ELECTRICAL INSTALLATIONS |
The TENANT:-
| 8.8.1 | shall not alter, interfere with or overload the electrical or other lighting or heating installations in the LEASED PREMISES ; |
| 8.8.2 | shall be liable to repair any short circuits or blow fuses or other damage caused by such alterations, interference or overloading |
| 8.9 | PLUMBING, SANITARY EQUIPMENT AND SEWER BLOCKAGES |
The TENANT:-
| 8.9.1 | shall comply with all sanitary and I or other by-laws affecting the LEASED PREMISES and shall keep and maintain all plumbing, sanitary and sewerage equipment, connections, pipes and drains of the LEASED PREMISES and any other portions of the BUILDINGS in respect of which the TENANT enjoys common facilities in good working order and condition, and shall, at all times, purge, cleanse, scour, keep and maintain in good sanitary condition all such drains and other sanitary arrangements, including washbasins, sanitary fittings and urinals ; |
| 8.9.2 | shall not cause or permit to be caused any obstruction or blockage of sewerage pipes, water pipes or drains in the BUILDINGS and shall remove and repair, at its own cost and expense, any obstruction or any blockage or any sewerage or water pipes or drains so caused ; |
| 9 |
| 8.9.3 | shall, if the LEASED PREMISES are provided with food preparation facilities such as cooker hoods, fat filters, extraction ducting and grease traps, regularly clean same according to the LANDLORD'S instructions. |
| 8.10 | AIRCONDITIONING |
| 8.10.1 | The TENANT shall be solely responsible for keeping, maintaining and repairing, at its sole cost and expense, all individual air-conditioning units installed in the LEASED PREMISES in working order during the currency of this lease, and the TENANT shall not have any claim against the LANDLORD arising out of any defect in or interruption in the operation of such units in the LEASED PREMISES. |
| 8.10.2 | The TENANT shall not be entitled, without the prior written consent of the LANDLORD, which consent shall not be unreasonably withheld, to install in or on any part of the LEASED PREMISES any air-conditioning units in addition to or in substitution of the units installed as at the date of commencement of this lease. |
| 8.11 | AWNINGS |
The TENANT shall not affix any window blinds, shades or awnings to any part of the LEASED PREMISES or the BUILDINGS without the prior written consent of the LANDLORD.
| 8.12 | ALTERATIONS |
The TENANT:-
| 8.12.1 | shall not make any alterations or additions of any nature whatsoever to the LEASED PREMISES or the BUILDINGS or to the electrical installations in the LEASED PREMISES or the BUILDINGS without the prior written consent of the LANDLORD, which consent shall not be unreasonably withheld; |
| 8.12.2 | shall observe all terms and conditions, which the LANDLORD may prescribe in giving consent under sub-clause 8.12.1 hereof; |
| 8.12.3 | agrees that if the LANDLORD gives consent under sub-clause 8.12.1 hereof, the LANDLORD shall be entitled, upon the termination of this lease, either to call upon the TENANT to hand over the LEASED PREMISES as altered without compensation or payment by the LANDLORD, or to have the LEASED PREMISES restored to their original condition at the expense of the TENANT; |
| 8.12.4 | agrees that the LANDLORD shall be entitled to require that such alterations or additions be effected and, if applicable, be removed subject to the reasonable approval of an Architect or Consultant appointed by the LANDLORD and that the fees of such Architect or Consultant together with all costs and expenses in respect of such alteration or additions and, if applicable, the removal thereof, be borne by the TENANT; |
| 8.12.5 | agrees that any removal and reinstatement required by the LANDLORD shall be effected prior to the termination of this lease. |
| 10 |
| 8.13 | ADVERTISING |
The TENANT:-
| 8.13.1 | shall not affix or paint any advertising or hanging sign on the exterior of the BUILDINGS or on the windows or doors of the LEASED PREMISES without the LANDLORD'S prior written consent, which consent shall not be unreasonably withheld; |
| 8.13.2 | shall maintain the good appearance of any of its advertising or other signs and shall keep them in proper working order; |
| 8.13.3 | shall comply with all the requirements of any competent authority in respect of any of its advertising or other signs; |
| 8.13.4 | shall, upon the termination of this lease, remove all its signs and shall make good any damage caused to the PROPERTY or the BUILDINGS or the LEASED PREMISES by such removal upon the termination of this lease ; |
| 8.13.5 | shall, if the LEASED PREMISES are used for the retailing of any goods, decorate any display window space in the LEASED PREMISES in a professional manner in keeping with the type of business for which the LEASED PREMISES are let and shall not permit any decoration or display which, in the opinion of the LANDLORD, may detract from the appearance or image of the BUILDINGS. |
| 8.14 | INSURANCE |
The TENANT:-
| 8.14.1 | Shall take out and keep in force during the currency of these lease insurance policies to cover:- |
| 8.14.1.1 | all glass situate in or forming part of the LEASED PREMISES against damage |
; and if the TENANT should fail to take out and keep in force such insurance, the LANDLORD shall have the right to do so and to recover the cost thereof, from the TENANT without releasing the TENANT from the obligation imposed upon it hereunder ;
| 8.14.1.2 | public liability for such amount as will provide indemnity in respect of all claims which may foresee ably be made against the LANDLORD arising out of the TENANT'S business and/ or tenancy of the LEASED PREMISES; |
8.1.4.1.3 the contents of the LEASED PREMISES against damage, destruction and theft; provided that if any dispute arises between the parties with regard to the operation of this subclause, such dispute shall be referred to an insurance expert nominated by the LANDLORD who shall determine such dispute as an expert and not as an arbitrator and whose decisions shall be final and binding on the parties ;
| 8.14.2 | Shall not keep or permit to be done or kept in or on the LEASED PREMISES anything which may render void or void able any fire or other insurance policy of the BUILDINGS or which may give rise to any increase in the premiums without the prior written consent of the LANDLORD; and the whole of any additional premiums payable by reason of anything done or kept or |
| 11 |
permitted to be done or kept in or on the LEASED PREMISES shall be paid by the TENANT on demand.
| 8.15 | LAWS AND BY-LAWS |
The TENANT shall not contravene or permit the contravention of any laws, by-laws, regulations or requirements of any competent authority, relevant to the conduct of the TENANT'S business in and occupation of the LEASED PREMISES.
| 8.16 | NO CLAIMS |
The TENANT shall not have any claim against the LANDLORD for any loss or damage, which the
TENANT may suffer:-
| 8.16.1 | by reason of the LEASED PREMISES or any part thereof being in a defective condition or state of disrepair or any particular repair or maintenance not being effected by the LANDLORD ; or |
| 8.16.2 | arising out of vis major or cases fortuitous or any other cause, either wholly or partly outside the LANDLORD'S control ; or |
| 8.16.3 | arising out of the negligence of the LANDLORD or the LANDLORD'S agents or servants; or |
| 8.16.4 | arising out of any act or omission by any other tenant in the BUILDINGS; or |
| 8.16.5 | as a result of the LEASED PREMISES or the BUILDINGS being damaged or destroyed; or |
| 8.16.6 | as a result of housebreaking, forcible entry and I or burglary of the LEASED PREMISES; or |
| 8.16.7 | as a result of theft. |
| 8.17 | INDEMNITY |
The TENANT indemnifies the LANDLORD against any claim of whatsoever nature made against the LANDLORD by anyone for any loss or damage;
| 8.17.1 | suffered in or on the LEASED PREMISES; or |
| 8.17.2 | suffered in the BUILDINGS in consequence of any .act or omission of the TENANT, or the TENANT'S servants or agents; or |
| 8.17.3 | arising from any defect in the LEASED PREMISES or the BUILDING or from any other cause whatsoever. |
| 8.18 | NO WITHHOLDING PAYMENTS |
The TENANT shall not be entitled to withhold or delay payment of any amounts due to the LANDLORD in terms of this lease and the TENANT hereby abandons all or any rights of set off.
| 8.19 | NUISANCE |
The TENANT shall not carry on and conduct its business in such a manner as to constitute or become a nuisance to the LANDLORD or any other tenant in the BUILDINGS or to the owners or occupiers of neighbouring properties.
| 12 |
Any excessive noise or odour pollution caused or permitted to be caused in the LEASED PREMISES or on the PROPERTY by the TENANT shall be deemed to be a nuisance within the meaning of this sub-clause.
| 8.20 | COSTS AND INTEREST |
The TENANT:-
| 8.20.1 | shall pay to the LANDLORD interest on any overdue amount at the rate of 2 % [Two Per Centum], above the prime overdraft rate from time to time per annum charged by Investec Bank Limited, Grayston Drive, Johannesburg reckoned from the due date of payment of such amount to the actual date of payment thereof ; |
| 8.20.2 | shall be liable for all reasonable administration charges levied by the LETTING AND ADMINISTRATION AGENTS with regard to the recovery of arrear rents or any other amounts due in terms of this lease; |
| 8.20.3 | shall be liable for all legal costs incurred by the LANDLORD as between Attorney and own Client, including collection charges, if any, with regard to instructions given to an Attorney for the recovery of arrear rents or any other amounts due in terms of this lease, or arising out of same, or arising out of a cancellation or termination of same, irrespective of whether legal action is actually instituted against the TENANT or not. |
| 8.21 | CESSION AND SUBLETTING |
| 8.21.1 | The TENANT:- |
| 8.21.1.1 | shall not cede or in any way alienate or encumber any of the tenant's rights hereunder; nor |
| 8.21.1.2 | shall not sublet the LEASED PREMISES or any part thereof nor permit a third party to occupy the LEASED PREMISES or any part thereof without the prior written consent of the LANDLORD. |
| 8.21.2 | In furnishing its consent to sub-let, the LANDLORD shall be entitled to stipulate, without prejudice to its right to stipulate any other reasonable conditions, that any profit rental earned by the TENANT in sub-letting shall be paid to the LANDLORD as additional rental. Such profit rental shall be the excess at the rental rate per square meter payable by the sub-tenant to the TENANT over and above the rental rate per square meter payable by the TENANT to the LANDLORD at a particular time. |
| 8.21.3 | If the LANDLORD furnishes its consent to sub-let, then, without prejudice to any other reasonable conditions which the LANDLORD may stipulate, the TENANT shall be deemed to have ceded in favour of the LANDLORD all its rights against the sub-tenant, including its right to receive payment of the rental and of other amounts payable in terms of the sub-lease, as security for the TENANT'S obligations to the LANDLORD under this agreement of lease. |
| 8.21.4 | If the TENANT is a company the shares of which are not listed on a recognised stock exchange, or if the TENANT is a close corporation, any change in the control of the TENANT shall be deemed to be a cession by the TENANT of its rights under this agreement, irrespective of whether such change of control is effected through the |
| 13 |
change of ownership or transfer of any shares or members' interests, as the case may be, or through the issue of any unissued shares in the company or any variation in the rights attaching to the shares in the company or any other means whatsoever. The provision of this sub-clause shall not, however, preclude a company from being converted into a close corporation or a close corporation being converted into a company, provided that there is not change in the identity of the shareholders and members.
| 8.21.5 | A breach of any of the provisions of this sub-clause 8.21 shall constitute a material breach of this lease. |
| 8.22 | LICENCES |
The TENANT:-
| 8.22.1 | shall be solely responsible, at its own cost and expense, for obtaining the necessary certificates and licences from the local municipal authority and I or any other relevant authorities enabling the TENANT to carry on the business referred to in Item 9 of the SCHEDULE in the LEASED PREMISES. |
| 8.22.2 | shall apply for and at all proper times use its best endeavours to obtain, at its own cost and expense, renewal of the certificates and licences referred to in sub-clause 8.22.1 hereof and pay for the same ; |
| 8.22.3 | acknowledges that the LANDLORD gives no warranties or assurances whatsoever that such licence or licences, which may be required by the local municipal authority and I or any other relevant authorities, will be granted or renewed ; |
| 8.22.4 | shall advise the LANDLORD of any obligation or condition imposed by a competent authority concerning the LEASED PREMISES or the licences held in respect thereof. |
| 8.23 | REFUSE |
The TENANT shall provide its own refuse containers to conform with the local municipal authority requirements and shall keep same in the area or areas of the PROPERTY set aside for such purpose by the LANDLORD. Such refuse containers shall be maintained in good order by the TENANT. The TENANT shall be responsible for the removal of all waste accumulating in the LEASED PREMISES in excess of that put into the refuse container and shall pay any charges in connection therewith.
| 9. | LANDLORD'S RIGHTS AND OBLIGATIONS |
| 9.1 | EXTERIOR MAINTENANCE |
The LANDLORD shall keep and maintain the exterior, roof, gutters and down pipes of the BUILDINGS and any lifts, travolators and hoists in the BUILDINGS as well as all common areas on the PROPERTY in good order and condition.
| 14 |
| 9.2 | ACCESS |
The LANDLORD or its agents or servants shall be entitled to:-
| 9.2.1 | effect any repairs, alterations, improvements and/ or additions to the BUILDINGS, or any part thereof, and for such purpose to erect scaffolding, hoarding and/ or any other building equipment required for the carrying out of such work and shall be entitled to access to any portion of the LEASED PREMISES as may be reasonably necessary for such purpose; |
| 9.2.2 | have reasonable access to the LEASED PREMISES for the purpose of inspecting or repairing the LEASED PREMISES or the BUILDINGS; |
| 9.2.3 | call upon the TENANT to attend to any maintenance or to repair any damage to the LEASED PREMISES for which the TENANT is responsible under this lease and, in default of the TENANT effecting such maintenance or repair within 14 [fourteen] days after receipt of such notice, may itself effect such maintenance or repair at the cost and expense of the TENANT and any costs and expenses incurred by the LANDLORD shall be recoverable from the TENANT as additional rental; |
| 9.2.4 | display on the LEASED PREMISES a "To Let" and I or "Let By" notice during the final 3 [three] months of this lease ; |
| 9.2.5 | display on the LEASED PREMISES a "For Sale" and I or "Sold" notice at any time during the period of this lease; |
| 9.2.6 | show any prospective tenants the interior of the LEASED PREMISES during the reasonable hours on business days; |
| 9.2.7 | display on the LEASED PREMISES, during the final 3 [three] months of this lease, any notice which may be required by the LANDLORD or any of the landlord's tenants or prospective tenants in connection with any application for a licence for any business to be carried on in the LEASED PREMISES. |
| 9.3 | NO WARRANTY |
| 9.3.1 | The LANDLORD does not warrant or represent that the LEASED PREMISES are fit for the purpose for which they are let, or that the TENANT will be granted licences in respect thereof for the conduct of its business or that any licences will be renewed. |
| 9.3.2 | The LANDLORD shall not be under any obligation at any time during the currency of this lease to make any improvements, additions or alterations, or to carry out any work in respect of the LEASED PREMISES in order to render or to keep them fit for the purposes of the tenant's business, and all the requirements in connection therewith shall be carried out, subject to the LANDLORD'S approval, at the cost and expense of the TENANT. |
| 9.3.3 | If the local Municipal Authority, the Factories and/ or Labour Inspector or Officials and/ or any other legally constituted authority requires at any time during the currency of this lease that any work be carried out in respect of any alterations, additions or improvements to the LEASED PREMISES or requires that any additional equipment be installed in the LEASED PREMISES for the purpose of the TENANT'S trade or business, the TENANT shall advise the LANDLORD of such requirements but shall be obliged to itself give effect to those requirements. |
| 9.3.4 | All costs or charges necessitated by any such work shall be borne and paid for by the TENANT and the LANDLORD shall not be called upon to pay any such costs and charges or to comply |
| 15 |
with any other requirements of any legally constituted authority in regard to the TENANT'S trade or business
| 9.3.5 | The LANDLORD shall be entitled to require that any of the aforesaid work be affected, subject to the reasonable approval of an Architect or Consultant nominated by it and that the fees of such Architect of Consultant be borne and paid for by the TENANT. |
| 9.4 | REPAIRS AND RENOVATIONS ON TERMINATION |
If, on termination of this lease, repairs or renovations are necessary to the LEASED PREMISES by virtue of a failure of the TENANT to carry out the obligations imposed upon the TENANT in terms of this lease, the LANDLORD shall be entitled to carry out such repairs or renovations as are necessary and to recover the costs from the TENANT. The TENANT shall also be responsible for damages for loss of rental during the period the repairs and renovations are being carried out at not less than the basic monthly rental payable immediately prior to termination of this lease and reckoned until the end of the month in which the work is completed.
| 10. | USE OF COMMON FACILITIES |
The TENANT shall, in concluding its business upon the LEASED PREMISES in terms hereof, give due consideration to the use and enjoyment of the BUILDINGS by other tenants, customers and employees.
| 11. | DAMAGE OR DESTRUCTION |
| 11.1 | TOTAL DESTRUCTION |
| 11.1.1 | If, at any time during the currency of this lease, the LEASED PREMISES are destroyed or damaged by any cause whatsoever to an extent which prevents the TENANTS from having beneficial occupation of the LEASED PREMISES, then :- |
| 11.1.1.1 | the TENANT shall have no claim of any nature whatsoever against the |
LANDLORD as a result thereof;
| 11.1.1.2 | the LANDLORD shall be entitled to determine within 2 [Two] calendar months after such destruction or damage, whether or not this lease shall be cancelled and shall notify the TENANT in writing of its decision; |
| 11.1.1.3 | if the LANDLORD fails to notify the TENANT of that decision then the LANDLORD shall be deemed to have elected to cancel this lease. |
| 11.1.2 | If the LANDLORD elects or is deemed to have elected to cancel this lease, then the TENANT shall have no claim of any nature whatsoever against the LANDLORD as a result of such cancellation of this lease. |
| 11.1.3 | If the LANDLORD elects not to cancel this lease, then:- |
| 11.1.3.1 | the LANDLORD shall procure the re-instatement of the LEASED PREMISES with reasonable despatch; |
| 11.1.3.2 | the TENANT shall not be liable for any rent for so long as the TENANT is deprived of beneficial occupation of the LEASED PREMISES; |
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| 11.1.3.3 | if the TENANT is given beneficial occupation from time to time of any part of the LEASED PREMISES, then the TENANT shall make payment of the rental therefore on a pro rata basis. |
| 11.2 | PARTIAL DESTRUCTION |
If, at any time during the currency of this lease, any part [but not the whole] of the LEASED PREMISES is destroyed or damaged by any cause whatsoever, then:-
| 11.2.1 | this lease shall not be cancelled; |
| 11.2.2 | the rental payable by the TENANT shall be reduced pro rata and to the extent to which the TENANT is deprived of the beneficial occupation of the part of the LEASED PREMISES; |
| 11.2.3 | the LANDLORD shall procure the reinstatement of the LEASED PREMISES with reasonable despatch; |
| 11.2.4 | the TENANT shall have no claim of any nature whatsoever against the LANDLORD as a result of the said destruction or damage from whatsoever cause the same arises. |
| 11.3 | DISPUTES |
If any dispute arises between the parties:-
| 11.3.1 | as to whether the LEASED PREMISES are at any time wholly untenantable or not and/ or to the period that the LEASED PREMISES are wholly untenantable, then such dispute shall be referred to an Architect nominated by the parties jointly, or if they cannot reach agreement of the identity of the Architects, the nomination shall be made by the President of the Natal Provincial Institute of Architects. The nominated Architect shall act as an expert and not as an arbitrator and his decision in regard to such dispute shall be final and binding on the parties. |
| 11.3.2 | Any expenses which may be incurred in referring such dispute to the Architect shall be borne and paid for by the parties in equal shares; |
| 11.3.3 | in regard to the reduced amount of rental payable at any time or from time to time by the TENANT in terms of sub-clauses 11.2.2 hereof, then such dispute shall be referred to an Accountant nominated by the parties jointly, or if thE?Y cannot reach agreement of the identity of the Accountant, the nomination shall be made by the President of Natal Society of Chartered Accountants. The nominated Accountant shall act as expert and not as an arbitrator and his decision in regard to such disputes shall be final and binding on the parties. Any expense, which may be incurred in referring such dispute to the Accountant, shall be borne and paid for by the parties in equal shares. |
| 12. | OTHER DAMAGE OR DESTRUCTION |
| 12.1 | If any other premises in the BUILDINGS are damaged or destroyed, either partially or wholly, and the LEASED PREMISES are affected by such damage or destruction or access thereto is reasonably required for the purpose of effecting the necessary repairs to and / or restoration of such other premises, then the LANDLORD shall have the right [but shall not be obliged] to deal |
| 17 |
with the LEASED PREMISES as if they had been totally or partially destroyed and the provisions of clause 11 hereto shall, mutatis mutandis, be applicable.
| 12.2 | The TENANT shall, notwithstanding the provisions of sub-clause 9.1 hereof, be obliged to forthwith make good, at its own cost and expense, all damage to the BUILDINGS, whether exterior or interior, including windows, window panes, glass, doors, ceilings and roofs caused as a result of housebreaking or forcible entry to the LEASED PREMISES or theft from the LEASED PREMISES and all damages to the LEASED PREMISES as a result of riot. |
| 13. | BREACH |
lf:-
| 13.1 | the TENANT fails to pay the rental or any other amount due by the TENANT in terms of this lease on due date; or |
| 13.2 | the TENANT commits or suffers or permits the commission of a breach of sub clause 8.3.1 or sub clause 8.21 hereof; or |
| 13.3 | the TENANT commits or suffers or permits the commission of a breach of any of the other terms of this lease, whether or not such breach goes to the root of this contract, and fail to remedy such breach:- |
| 13.3.1 | within 7 [seven] days after written notice has been received by the TENANT |
from the LANDLORD requiring the TENANT to remedy such breach where it is one, which is capable of being remedied within such period ;
| 13.3.2 | within a reasonable time after written notice has been received by the TENANT from the LANDLORD requiring the TENANT to remedy such breach where it is not one which is capable of being remedied within 7 [seven] days ; or |
| 13.4 | The TENANT is placed under provisional or final sequestration, liquidation or judicial management, as the case may be; the Landlord shall be entitled, but not obliged, notwithstanding any previous waiver or anything to the contrary herein contained, to cancel this lease forthwith and to retake possession of the LEASED PREMISES, without prejudice to its claim for any arrear rentals or other sums payable hereunder or for any damages which it may suffer by reason of such breach and I or cancellation, or to any other remedy which it may have against the TENANT arising out of this lease or in law the Landlord shall be entitled, but not obliged, notwithstanding any previous waiver or anything to the contrary herein contained, to cancel this lease forthwith and to retake possession of the LEASED PREMISES, without prejudice to its claim for any arrear rentals or other sums payable hereunder or for any damages which it may suffer by reason of such breach and I or cancellation, or to any other remedy which it may have against the TENANT arising out of this lease or in the law; |
| 14. | HOLDING OVER |
| 14.1 | If the LANDLORD cancels this lease and the TENANT disputes the LANDLORD'S right to do so and remains in occupation of the LEASED PREMISES, then :- |
| 14.1.1 | the TENANT shall continue to pay all amounts due by the TENANT in terms of this lease on the due dates of the same; |
| 14.1.2 | the LANDLORD shall be entitled to recover and accept those payments; |
| 18 |
| 14.1.3 | the acceptance by the LANDLORD of those payments shall be without prejudice to and shall not in any manner whatsoever affect the LANDLORD'S claim to cancellation then in dispute. |
| 14.2 | If the dispute is determined in favour of the LANDLORD, then the payments made and received in terms of sub-clause 14.1 hereof shall be deemed to be amounts paid by the TENANT on account of damages suffered by the LANDLORD by reason of the cancellation of this lease and |
/ or the unlawful holding over by the TENANT.
| 15. | PREMATURE TERMINATION |
Upon premature termination of this lease for any reason [including, without departing from the generality of the
a foregoing, termination by a trustee or liquidator of the TENANT following insolvency or liquidation], then, until the TENANT or its legal representative proves to the contrary, the TENANT shall be deemed to be indebted to the LANDLORD, interalia, for damages, for loss of rental in a sum equal to the aggregate of the basic and additional rental, including operating and promotion costs and rates, which would be payable under this lease but for its termination.
| 16. | NO RELAXATION |
No relaxation which either party may give at any time whatsoever in regard to the carrying out of any of the other's obligations in terms of this lease shall prejudice or be a waiver of any of that party's rights in terms of this lease.
| 17. | NO VARIATIONS |
| 17.1 | This lease contains all the terms and conditions of the agreement between the LANDLORD and the TENANT. |
| 17.2 | No variation of this lease shall be binding unless it is in writing and is signed by both the LANDLORD and the TENANT. |
| 18. | SURETYSHIP |
| 18.1 | The GUARANTORS bind themselves to and in favour of the LANDLORD as sureties for and co principal debtors in solidum, jointly and severally with the TENANT, for the due and punctual payment of all amounts payable and for the due and punctual performance by the TENANT of all the obligations incumbent upon it under and in terms of this agreement of lease or arising out of same, or arising out of a cancellation or termination thereof, including, without departing from the generality of the aforegoing, a termination of the lease by a liquidator or trustee of the TENANT. This suretyship shall also cover any amendments, variations, renewals or extensions of the agreement of lease although the GUARANTORS may not have specifically agreed thereto. |
| 18.2 | The GUARANTORS hereby renounce the benefits of "excursion", "division", "cession of action" and "no value received", with the full force and effect whereof they acknowledge themselves to be fully acquainted. Any indulgence, neglect or forbearance on the part of the LANDLORD shall in no way release the GUARANTORS from liability under this suretyship. |
| 18.3 | Each of the GUARANTORS agree that a certificate signed by the LANDLORD or its authorised representative shall be prima facie proof, at all times, of the amount owing to the LANDLORD by |
| 19 |
the TENANT for the purpose of any action taken by the LANDLORD in terms of this document, whether such action is for provisional sentence or otherwise.
| 18.4 | This suretyship shall remain in full force and effect until the expiry of 30 [Thirty] Days' written notice is given to the LANDLORD at a time when all indebtedness, commitments and obligations of the TENANT to the LANDLORD shall fully have been discharged, provided that no such notice may be given until after the termination of this lease. |
| 18.5 | Each GUARANTOR who signs this agreement acknowledges and records that, notwithstanding the fact that it provides for signature by other GUARANTORS, there is a separate, distinct and independent contract of suretyship brought into existence by each GUARANTOR who does sign it. If for any reason any GUARANTOR shall fail to sign this agreement or if this suretyship shall for any reason cease to be or is not binding on any one of the GUARANTORS, then the obligation of the other GUARANTORS shall be and continue to be binding and shall remain of full force and effect. |
| 19. | NOTICES AND DOMICILIA |
| 19.1 | The parties respectively nominate as their domicilium citandi et executandi the following addresses:- |
| 19.1.1 | LANDLORD - Northlands Deco Park 10 New Market Road |
Stand 299
Avant Garde Street Northriding
2169
| 19.1.2 | TENANT the LEASED PREMISES - |
Northlands Business Park New Market Road
171 Bush Telegraph Northriding
2169
| 19.1.3 | GUARANTORS the LEASED PREMISES; |
| 19.2 | All notices shall be delivered by hand during normal business hours, in which event they shall be deemed to have been received on the date of delivery, or by prepaid registered post, in which event they shall be deemed, unless the addressee proves to the contrary, to have been received on the third day after posting. |
| 20. | CONSENT TO MAGISTRATE'S COURT JURISDICTION |
| 20.1 | The TENANT consents, in terms of Section 45 of the Magistrate's Court Act No. 32 of 1944, as amended, to the jurisdiction of the Magistrate's Court having jurisdiction in respect of the TENANT by virtue of Section 28 of the aforesaid Act. |
| 20 |
| 20.2 | The GUARANTORS consent, in terms of Section 45 of the Magistrate's Court Act No. 32 of 1944, as amended, to the jurisdiction of the Magistrate's Court having jurisdiction in respect of the GUARANTORS by virtue of Section 28 [1] of the aforesaid Act. |
| 20.3 | The consents in sub-clauses 20.1 and 20.2 shall not preclude the LANDLORD, at its election, from instituting proceedings in any other Court of competent jurisdiction. |
| 21. | DEPOSIT OR GUARANTEE |
| 21.1 | The TENANT shall, on the date of signature of this agreement, pay to the LANDLORD in cash a deposit in the amount recorded in Item 6, of the SCHEDULE or, alternatively, shall furnish to the LANDLORD, on the date of signature of this agreement, a bank guarantee or other guarantee acceptable to the LANDLORD securing the obligations of the TENANT in terms of this lease in respect of a money payment limited to the amount recorded in Item 6 of the SCHEDULE. |
| 21.2 | The LANDLORD shall have the right to apply the whole or any portion of the deposit, or the whole or any portion of the amount covered by the guarantee, towards payment of any liability of whatsoever nature for which the TENANT is responsible. If the whole or any portion of the deposit, or the whole or any portion of the amount covered by the guarantee, is so applied, the LANDLORD shall notify the TENANT in writing to that effect and the TENANT shall immediately reinstate the deposit to its original amount or replace the guarantee in the original amount. |
| 21.3 | f the TENANT pays a deposit rather than furnishes a guarantee, the deposit shall be retained by the LANDLORD or by the LETTING AND ADMINISTRATION AGENTS until the expiry of this lease or any renewal thereof, the vacating of the LEASED PREMISES and the complete discharge of all the TENANT'S obligations to the LANDLORD arising from this lease, or a cancellation or termination thereof. If any interest is earned on the deposit it shall accrue to the TENANT but shall be retained as additional security pursuant to the provisions of this clause. The provisions of this sub-clause shall not be construed so as to deprive the LANDLORD from exercising its rights in terms of sub-clause 22.2 hereof. |
| 21.4 | The TENANT shall not be entitled to set off against the deposit or the amount covered by the guarantee any rental or other amount payable by it. |
| 22. | TRUSTEES FOR A COMPANY OR CLOSE CORPORATION TO BE FORMED |
If the representative of the TENANT enters into this agreement of lease as trustee for a company or close corporation to be formed, such representative, in his individual capacity:-
| 22.1 | undertakes to effect the formation and registration of a company or close corporation forthwith; |
| 22.2 | undertakes to procure that the Memorandum of Association of the company contains as one of its objects the adoption and ratification of this agreement; |
| 22.3 | undertake to procure the adoption and ratification of this agreement by the company or close corporation as soon as possible after its registration; |
| 22.4 | undertake to pay the deposit or furnish the guarantee referred to in clause 22 hereof; |
| 22.5 | guarantees, as surety and co-principal debtor in solidum, the due and faithful performance by the company or close corporation of all the obligations of such company or close corporation as |
| 21 |
TENANT in terms of this lease ; and the provisions of clause 18 hereof shall apply mutatis mutandis to such surety ship ;
| 22.6 | agrees that if registration of the company or close corporation is not effected within a period of 30 days after the date of signature of this lease by the last signing party, or if the company or close corporation, when registered, fails in any way to implement the terms of this clause, the LANDLORD shall have the right, by written notice addressed to the representative of the TENANT, to declare such representative personally to be the TENANT under this lease. |
| 23. | MISCELLANEOUS |
| 23.1 | This lease has been drafted with reference to the TENANT in the singular neuter. In the event of the TENANT being a natural person or consisting of more than one person, the provisions of this lease shall be construed accordingly. |
| 23.2 | The headings in this lease are for convenience only and are not to be taken into account in interpreting the provisions of this lease. |
| 23.3 | This agreement is entered into:- |
| 23.3.1 | by the LANDLORD for itself and its successors-in-title and assigns; |
| 23.3.2 | by the TENANT for itself and its successors-in-title and permitted assigns. |
| 23.4 | Where the consent, authority or permission of the LANDLORD in terms of this lease may not be unreasonably withheld, the onus shall lie on the TENANT should a dispute arise between the parties with regard thereto. |
| 23.5 | If any of the provisions of this agreement are held to be void, invalid or unenforceable for any reason, such provision shall be deemed to be severable and excluded from this agreement, provided that all the remaining terms of this agreement shall nonetheless continue to be of full force and effect. |
| 23.6 | This lease shall only take effect and become binding upon the LANDLORD when signed by the LANDLORD, failing which the TENANT may not claim the existence of a lease from negotiations having been conducted or concluded in regard thereto or by reason of this lease having been drafted or signed by the TENANT. The signature by the TENANT to this document shall amounts to an offer by the TENANT to enter into this agreement upon the terms and conditions set out herein which shall remain open for acceptance and shall be irrevocable for a period of 30 [thirty] days from the date of signature by the TENANT or until finally declined by the LANDLORD or its agents in writing within that period or an amended contract in writing is entered into before the expiry of that period. This offer shall not be affected in any way by subsequent negotiations which may be entered into by and between the LANDLORD and / or its agents with the TENANT, whether such negations amount to a counteroffer or not. |
| 22 |
DISA
MEDINOTEC
| DISA Medinotec (Pty) Ltd | T: +27 (0)87 330 2301 | |
| Stand 171, Northlands Business Park Bush Telegraph Street | F: +27(0)86 441 5089 | |
| Northriding, Gauteng 2169 South Africa | www.disamedinotec.com | |
EXCLUSIVE DISTRIBUTION AGREEMENT
BETWEEN
DISA MEDINOTEC (PTY) Ltd.
Northland Business Park 171 Bush Telegraph Street
Northriding, Johannesburg 2169 South Africa
AND
DISA LIFE SCIENCES (Pty) Ltd
Northland Deco Park 299 Avant Garde Avenue
Northriding, Johannesburg 2169 South Africa
| BRINGING QUALITY TO LIFE |
DISA Medinotec (Pty) Ltd
Directors: Dr. Gregory Vizirgianakis & Pieter van Niekerk
Reg No: 2015/115015/07 VAT Reg. No: 4820269530
| 1 |
EXCLUSIVE DISTRIBUTION AGREEMENT
Summary
| ARTICLE 1 - DEFINITIONS | 4 | |||
| ARTICLE 2 - APPOINTMENT | 4 | |||
| ARTICLE 3 - MINIMUM TARGETS | 5 | |||
| ARTICLE 4 - COOPERATION AND TRANSPARENCY; PARTIES' OBLIGATIONS 6 |
| 4.1 | Obligations of Distributor 6 |
| 4.2 | Obligations of Disa Medinotec 7 |
| ARTICLE 5 - CONFIDENTIALITY | 7 | |||
| ARTICLE 6 - ORDERS, PRICES, PAYMENTS AND DELIVERIES | 8 | |||
| ARTICLE 7 - MARKETING AND RESALE; STOCK | 9 | |||
| ARTICLE 8 - PATENT, COPYRIGHT, TRADEMARK, OTHER IP RIGHTS INFRINGEMENT | 10 | |||
| ARTICLE 9 - WARRANTIES AND LIABILITIES | 10 | |||
| ARTICLE 10- FORCE MAJEURE | 11 | |||
| ARTICLE 11 - COMPLIANCE WITH LAWS, RULES AND REGULATIONS | 11 | |||
| ARTICLE 12 - TERM AND TERMINATION | 12 | |||
| ARTICLE 13 - MISCELLANEOUS PROVISIONS | 13 | |||
| ARTICLE 14 -APPLICABLE LAW AND JURISDICTION | 14 | |||
| SIGNATURE PAGE | 15 | |||
| Exhibit I - Product Range & Price List | 16 | |||
| Exhibit II - Guidelines on a Medical Devices Vigilance System | 21 |
| 2 |
THIS AGREEMENT made on 01 March January, 2020 Byandbetween
| (A) | DISA MEDINOTEC (PTY) Ltd., Northlands Business Park, 171 Bush Telegraph Street, Northriding, Johannesburg 2169, South Africa (Hereinafter called "Disa Medinotec"). |
and
| (B) | DISA LIFE SCIENCES (Pty) Ltd (Hereinafter called "Distributor") |
(Disa Medinotec and Distributor hereinafter called, jointly, the "Parties", each a
"Party")
RECITALS
WHEREAS Disa Medinotec is manufacturing, marketing, and selling Cape Cross PTCA Balloon Catheters, Cape Cross NC PTCA Balloon Catheters and Trachealator Airway Dilation Catheter.
WHEREAS Distributor is willing to market through its own sales force Disa Medinotec products and declares that it has the appropriate means to promote and develop the sales of such Product in the Territory.
WHEREAS the Parties wish to define the basis of collaboration whereby the Distributor, directly will act as Disa Medinotec's exclusive distributor for the Disa Medinotec's Product in the Territory.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties mutually agree to the following:
| 3 |
EXCLUSIVE DISTRIBUTION AGREEMENT
ARTICLE 1 - DEFINITIONS
In this Agreement, each time the following terms are used with capital initial, meanings shall be specified hereunder:
| • | "Contract Years" shall mean the five financial years (Mar - Feb) 2020 - 2025 |
| • | "Effective Date" shall mean the date whereby both parties have signed. |
| • | "Product" shall mean the Products currently manufactured by Disa Medinotec and relating to | |
| - Cape Cross PTCA Balloon Catheters | ||
| - Cape Cross PTCA NC Balloon Catheters | ||
| - Trachealator Non-occlusive Airway Dilation Balloon |
| • | "Recall Operation" shall mean the operation for recalling the Product if it is |
suspected or known to be defective.
| • | "Territory" shall mean The Republic of South Africa |
| • | References herein to Articles and Exhibits shall be to articles and exhibits of this Agreement. |
ARTICLE 2 - APPOINTMENT
| 2.1 | Disa Medinotec hereby grants to Distributor the exclusive right, which the Distributor hereby accepts, to distribute the Product as defined in Article 1 in the Territory. |
| 2.2 | The Parties understand and agree to directly and indirectly comply with the exclusivity undertaking. Without limiting the generality of the foregoing, |
| a) | For the duration hereof, and starting from the Effective Date and onwards, Distributor shall refrain from being involved, in any way or manner directly or indirectly, in the manufacturing, distribution, promotion and/or sale of |
Product which are or could be considered as competing Product with the Product described in Article I above.
| b) | Disa Medinotec will refrain from actively and inactively selling Product described in Article I above in the Territory. |
| 4 |
| 2.3 | Distributor represents and warrants to Disa Medinotec that as of the date of this Agreement Distributor is not representing or selling any product that competes with or conflicts with the Product. |
| 2.4 | Distributor shall purchase from Disa Medinotec the Product which it shall promote and sell in the Territory using its own sales forces and at its own risk, hazard and liability, save as otherwise expressly indicated herein. |
| 2.5 | Distributor shall perform its distribution activities with due care and skill, using all necessary and suitable professional staff, as well as appropriate financial and logistic structures, with the aim at providing top level support and service to the customers in the Territory and at maximizing the sales of the Product. |
| 2.6 | Distributor shall strictly comply, at all times, with the procedures communicated by Disa Medinotec from time to time. In addition, Distributor shall comply with all applicable local and international laws, regulations and conventions or treaties, in particular (without limitation) those relating to bribery, corrupt practices, illegal payments to doctors and/or government officials and the like. |
| 2.7 | For the purposes of this Agreement, the purchase and sale of goods shall be governed by the Disa Medinotec's sales conditions, as set out in article 6, unless expressly stated otherwise in the agreement. |
ARTICLE 3 - COOPERATION AND TRANSPARENCY; PARTIES' OBLIGATIONS
The relationship between the Parties hereunder shall be based on a spirit of mutual trust, co-operation and transparency involving in particular the communication by Disa Medinotec of all information reasonably required by Distributor for the promotion and the sale of the Product in the Territory and the communication by Distributor of all information reasonably required by Disa Medinotec for a good understanding of the market needs and of the possible development of the Product. To that effect the Parties shall have in particular the following obligations:
| 3.1 | Obligations by Distributor |
| a) | Distributor shall communicate to Disa Medinotec its marketing and purchasing plan for the Product for the Contract Year including promotional activities, mailings, participation in exhibitions, sales forecasts for the Product. All promotional/communication materials and initiatives, like brochures, CD-ROM, flash drives, presentation of operating techniques and any other mean of communication such as logos, participation to congresses and others, should bear the logo of Disa Medinotec in a visible way, next to the logo of Distributor, |
| 5 |
and in a way and manner ensuring equal visibility of the two logos. Distributor shall use the expression "Exclusive Distributor of Disa Medinotec" in all documents, materials, etc. directly or indirectly related and connected to the Product It shall be a fundamental principle of this Agreement that Distributor shall not be entitled to use logos, protected names, trade or service marks of Disa Medinotec unless each such use is previously and expressly authorised by Disa Medinotec in writing, such authorisation being granted or withheld on a case-by case basis.
| b) | At any time and/or upon request of Disa Medinotec, Distributor shall communicate any information concerning the Product, including, and not limited to such information as market trends, competitive environment and |
competitor's prices, technical or commercial information useful for the adaptation of the Product to market requirements, customers, individual prices and terms of payments. Distributor will follow the marketing guidelines given by Disa Medinotec in terms of promotion and training to personnel and surgeons of the Product in the Territory.
| c) | In order to enable Disa Medinotec to comply with the requirements of CE and/ or FDA regulations, Distributor shall keep suitable distribution records for each batch of the Product sold. This information shall be made available to Disa Medinotec upon request. |
| d) | Distributor shall assist Disa Medinotec to obtain any necessary registration of the Product in the Territory, as such registrations may be required from time to time under applicable law. The registration costs and expenses will be borne by the Distributor. |
| e) | The expected approximate time for the Distributor to obtain registration of the Product needs to be communicated to Disa Medinotec. In the event that the registration of the Product in the Territory will be not obtained within one (1) month past the expected registration date and after receiving all documents required for such registration from Disa Medinotec, Disa Medinotec will have the right to terminate this Agreement with two (2) months prior written notice without any obligation to indemnify the Distributor. |
| f) | The Distributor will appoint at least one director of DISA Medinotec to its Board of directors as a non-executive board member to ensure good governance and oversight is maintained |
| 3.2 | Obligations by Disa Medinotec |
| a) | Disa Medinotec shall provide Distributor and its employees with sufficient training, documentation, and technical support. In the case of basic trainings for salespeople of Distributor and in case of travels of managers of Disa Medinotec to |
| 6 |
the Territory, the flight tickets will be paid by the "sending party" and hotel accommodations and meals will be paid by the "receiving party".
| b) | Disa Medinotec shall provide to Distributor brochures, technical information and specifications relating to the Product for use by Distributor to produce its own advertising and promotional documentation if required. Any documentation produced by Distributor shall be entirely at the cost and expense of the Distributor and will be submitted to Disa Medinotec for prior written approval. Distributor will be entitled to use the promotional materials of Disa Medinotec, adapting them, e.g., by a sticker, to its own use, mentioning always "exclusive Distributor of Disa Medinoted'. |
| 3.3 | Meetings |
Disa Medinotec and Distributor shall meet, whenever deemed necessary by the Parties and at least twice during each Contract Year, to discuss any and all matter of interest under this Agreement.
ARTICLE 4 - CONFIDENTIALITY
| 4.1 | The Parties agree that all information disclosed and communicated hereunder between them and qualified by the disclosing Party as being confidential (hereinafter called the "Information"), shall be held and treated in the utmost and strictest confidence. The receiving Party further agrees not to use the Information to the benefit of itself or of others, except for any other use consistent herewith, and not to disclose any of such Information to any third party unless and until expressly authorized in writing to do so by the disclosing Party. |
| 4.2 | The Parties however agree that, notwithstanding the above mentioned obligations of confidentiality and restricted use, the receiving Party shall be under no such obligation with respect to any information (i) which is, at the time of disclosure, already available to the general public, (ii) which becomes at later date available to the general public through no fault of the receiving Party and then only after said later date, (iii) which the receiving Party can demonstrate was in its possession before receipt without any qualification as being confidential or (iv) which was disclosed to the receiving Party by a third party without restriction on disclosure, such third party having the lawful right to disclose such Information. |
| 4.3 | The above-mentioned obligations of confidentiality and restricted use shall remain in effect for the duration hereof and for a period of five (5) years after the date of termination of this Agreement. |
ARTICLE 5 - ORDERS, PRICES, PAYMENTS AND DELIVERIES
| 7 |
| 5.1 | Distributor shall, on the date of commencement of the contract year communicate to Disa Medinotec its purchase forecasts for the Product. |
| 5.2 | Each order placed by the Distributor shall be deemed accepted upon the explicit, prior written confirmation of acceptance by Disa Medinotec, but Disa Medinotec shall not unreasonably withhold such acceptance. |
Disa Medinotec shall use its reasonable commercial efforts to supply the Product, which are the subject matter of a confirmed order withing eight (8) weeks from the date of the written confirmation of acceptance of the order by Disa Medinotec.
Deliveries will occur "ex works Disa Medinotec, Johannesburg, South Africa.
The initial stock will be created by Distributor and Disa Medinotec will cooperate to deliver it.
| 5.3 | Thereafter, the Price may be reviewed not more than once a year. To that effect, Disa Medinotec shall propose a Price ("Proposed Price") revision to Distributor and within a period of thirty (30) days after the receipt of any such proposal the Parties shall negotiate in good faith such new Prices, in particular taking into account production and cost related elements. The agreed new Prices shall be applicable to all orders sent by Distributor after the agreement on the Price revision is reached. Should, at the end of said thirty (30) days' period of negotiation, the Parties be unable to agree on the Proposed Price(s), thirty (30) further days are allowed for negotiation during which time the current Price(s) shall apply. |
| 5.4 | The payment currency will be in South African Rands (ZAR). |
| 5.6 | All sales made according to this Article 6 shall be final and no Product may be returned without the prior written consent of Disa Medinotec (Pty) Ltd. |
ARTICLE 6: MARKETING AND RESALE; STOCK
| 6.1 | Distributor shall strictly comply with Disa Medinotec's product marketing and communication strategy, as it will be communicated to Distributor from time to time. In case of major differences about the strategy for a specific product, Disa Medinotec shall have the option to withdraw the exclusivity for the concerned product. Distributor shall ensure that the sale, promotion, and introduction of the Product in the Territory comply with the Product' importation permit or other registration with the territory's authorities. |
| 6.2 | Distributor shall not represent itself as Disa Medinotec's agent or representative. Distributor shall act independently and on its own and organize itself the way it deems most appropriate to carry out its tasks hereunder. |
| 8 |
| 6.3 | Distributor shall endeavour its best efforts to promote and sell the Product to existing and potential customers within the Territory, by all appropriate means. Any and all costs and expenses related to actions engaged and means set up by Distributor to that effect shall be borne by Distributor. |
| 6.4 | Distributor shall, at its own cost, provide customers with all adequate technical support and instructions for use with a view to developing customers' knowledge of the Product and to insure proper use of the Product. Technically qualified employees will execute the technical support services. |
| 6.5 | Distributor shall promptly inform Disa Medinotec both by phone and email of any and all claims initiated or threatened by customers. More particularly Distributor shall duly investigate the origin of such claim and the Parties shall reasonably agree on the appropriate way of dealing with the relevant issues. It is however understood that, should Disa Medinotec's liability or responsibility be involved, Disa Medinotec shall, at its own discretion and responsibility, decide on and carry out the appropriate course of action. |
| 6.6 | In order to ensure traceability Distributor will, on its own behalf, maintain accurate and complete records of all sales and other distributions of the Product for a minimum of 20 years including at least the following: |
| a) | Date of sale or distribution; |
| b) | Description of the Product, including name, model, and serial number; |
| c) | Identity of purchaser, including name and address; |
| d) | If permitted under the law of the Territory, identity of patients, including name and address, in whom the Product are used. |
Distributor will make the foregoing information avaHable to Disa Medinotec, at the latter's request, and to any governmental authority legally entitled to such information. Within fifteen (15) days after termination of this Agreement, Distributor will provide to Disa Medinotec a copy of its records containing the foregoing information.
The responsibility of the traceability remains with the Distributor, which shall be in a position to provide all data to Disa Medinotec, upon request.
Distributor further agrees to cooperate in any recall procedure initiated by Disa Medinotec or governmental authority acting within or outside the Territory.
| 6.7 | Further to article 6.6 above the distributor shall maintain a vigilance system in accordance with MEDDEV 2.12-1 which is presented in Exhibit II. |
| 6.8 | Distributor shall keep at all times an adequate inventory of the Product as reasonably required to meet the demand of its customers in the Territory with the shortest possible delivery time. Furthermore, Distributor shall keep such inventory according to the warehousing conditions, as required for medical devices. |
| 9 |
ARTICLE 7: PATENTS, COPYRIGHT, TRADEMARKS INFRINGEMENTS
| 7.1 | If Distributor is charged with infringement of any patent - relating to the manufacture and/or the use of the Product of Disa Medinotec, copyrights, trademarks and/or other intellectual property rights of Disa Medinotec- Disa Medinotec shall have the sole right to conduct any negotiations and to control any litigation provided Disa Medinotec shall be notified promptly in writing and given authority to resolve any such claim. |
| 7.2 | Distributor shall inform Disa Medinotec in good faith and shall render to Disa Medinotec, all assistance reasonably necessary and/or requested by Disa Medinotec. Disa Medinotec shall indemnify and hold Distributor harmless from all losses, costs, claims, suits, judgments, penalties, liabilities or damages and expenses (including attorney's fees and costs) of any kind, arising from a claim that the Product infringe a patent or any other intellectual property right (except to the extent such infringement, violation or claim is due to Distributor). |
ARTICLE 8 - WARRANTIES AND LIABILITIES
| 8.1 | Disa Medinotec warrants that: |
| a) | All Product will be of merchantable quality, will be in conformity with the EC regulations and shall be in substantial conformity with the specifications, product pamphlets and samples related to the Product. |
| b) | Disa Medinotec is not aware of any rights of any third party in the Territory, which might render the sale of the Product, or the use of any of Disa Medinotec's logos, trademarks or other intellectual property unlawful or challengeable. |
| 8.2 | Distributor shall invoice its customers in its own name and for its own account and shall therefore be responsible for any risks or liabilities arising from the sale, shipment or use of the Product by its customers to the exclusion of those risks and liabilities which are directly attributable to the Product. Disa Medinotec shall not incur any risk or liability attributable to the Product when such occurrence is caused by any negligence or other default on the part of Distributor. |
| 8.3 | Disa Medinotec shall indemnify and keep Distributor harmless from all losses, costs or damages, which Distributor may be held liable to pay as a result of claims or suits arising out of any injuries to persons and/or damages to property caused by Product not being in substantial conformity with the specifications, product pamphlet and related samples of the Production (i.e., product liability claims). This obligation will not apply if the claims or suits incurred are due to Distributor's own made warranties or negligence. |
| 8.4 | Distributor shall in turn indemnify and keep Disa Medinotec harmless from all |
| 10 |
losses, costs, or damages, which Disa Medinotec may be held liable to pay as a result of claims or suits, arising out of any activity performed by Distributor in connection with the importation, advertisement, introduction, promotion, distribution and/or sale of the Product.
| 8.5 | In the event Distributor is under the obligation of recalling any Product from its customer(s), then Distributor shall be entitled and obliged to return the recalled Product to Disa Medinotec at the same purchasing price and same payment terms, The Parties shall affect and maintain a product liability insurance coverage reasonably sufficient to cover damages as might be caused by the Product sold by Distributor in the Territory. |
ARTICLE 9 - FORCE MAJEURE
| 9.1 | The obligations of either Party to perform under this Agreement, with the exception of the obligation to pay for the delivered Product, either the respective purchase price thereof which may not be excused under any circumstances, shall be excused during any period of delay caused by matters such as strikes, acts of God or changes in the regulatory framework or applicable law, which are reasonably beyond the control of the party obligated to perform. |
ARTICLE 10 - COMPLIANCE WITH LAWS, RULES AND REGULATIONS
| 10.1 | Disa Medinotec will comply with all applicable provisions of any rules and regulations promulgated by the regulatory agency with jurisdiction over the Product in the Country of origin. |
| 10.2 | Distributor will be solely responsible for compliance with all laws, rules, and regulations applicable anywhere in the Territory, including, without limitation, any laws, rules and regulations relating to privacy, the importation and sale, of medical devices, as well as all laws governing improper payments to officials or others in furtherance of the promotion of Product such as the Product. The Distributor will obtain and maintain all necessary importation permits, license, or registrations from competent authorities, and will satisfy and maintain all statutory conditions as may be required under law to satisfy the legal importation and trading of the Product in the Territory. |
Distributor will accept the documents and/or instructions of Disa Medinotec concerning any other international rule concerning the compliance to international laws (i.e., rules and/or laws from outside the country of origin and/or the Territory.
| 10.3 | Distributor will apply for all approvals required for the importation and commercialisation of the Product in the Territory. Distributor will submit all documents required for such approval to Disa Medinotec for its review before the documents are submitted to the appropriate regulatory authority. Distributor will |
| 11 |
ARTICLE 11 - TERM AND TERMINATION
| 11.1 | This Agreement shall be effective as of the Effective Date and shall expire at Feb 28, 2025. |
11. 2 It shall thereafter continue for successive periods of two (2) years each, provided the Parties have agreed upon the Minimum Targets for said successive periods and on the price of the Product, and unless terminated by either Party with written notice of termination to the other Party at least six (6) months prior to the end of the Initial Term and/or of any the successive period of three (3) years.
| 11.3 | It is hereby agreed that Disa Medinotec shall have the right to terminate this Agreement immediately with written notice, and without any obligation to indemnify the Distributor, in the following cases: |
| a) | the active resale of Product by the Distributor outside the Territory; the infringement of non-competition obligation; |
| b) | in case of partial or total discontinuance or interruption of the activities of the Distributor, in case of insolvency, bankruptcy, receivership, and/or liquidation of the Distributor, or any kind of concurrence of creditors. |
| c) | in case of wrongful misconduct, fraud, gross default, criminal offences, gross negligence, or the non-compliance with Articles 3.1 c), 12.2. and 12.3 of this Agreement. |
e) any other material breach of this Agreement by the Distributor.
| 11.4 | It is hereby agreed that Distributor shall have the right to terminate this Agreement immediately with written notice, and without any obligation to indemnify Disa Medinotec in case of a material breach of Disa Medinotec. |
| 11.5 | Without prejudice to any right granted to terminate, in all cases, the Parties will use their best efforts to immediately remediate any situation based upon which any Party has the right to terminate this Agreement. |
| 11.6 | Upon termination of this Agreement for any reason whatsoever, the following shall apply. |
| a) | Neither party hereto shall be liable to the other for any termination compensation, whether based on goodwill, loss of income or otherwise. |
| 12 |
| b) | Upon notice of termination of this Agreement for any reason whatsoever, Disa Medinotec shall deliver any and all orders placed by Distributor prior to said termination date, provided however that such acceptance by Disa Medinotec of orders from Distributor shall not be construed as a renewal of this Agreement for any further term or as a waiver of the termination, and, provided further, that all such deliveries shall be paid for in full in advance except if the party notifying termination is Disa Medinotec. |
| c) | Within thirty (30) days of the termination of this Agreement, Distributor shall return to Disa Medinotec all advertising material, catalogues, technical files or other Distributor has received from Disa Medinotec during the term of this Agreement, and terminate sales of Product. |
| d) | Distributor shall no longer have the right to use any Trademarks or Disa Medinotec's logos or names in any manner whatsoever, and will refrain from using these Intellectual Property rights, and remove these from any material. |
| e) | Distributor shall not, for any reason, obstruct the sales and the delivery of the Product in the Territory after termination of the contract. |
| t) | In case of termination by Disa Medinotec for any reason other than due to a breach by Distributor, Disa Medinotec shall purchase from Distributor any and all Product held by Distributor as of the date of termination (excluded all polyethylene components with less than 2.5 years of residual shelf life), for their original purchase price (provided that such Products are unused and are in their original packaging, comprisable and inspected with a satisfactory results by Disa Medinotec). |
| g) | Upon Disa Medinotec's request, and to the fullest extent permitted under applicable law. |
Distributor shall immediately transfer to Disa Medinotec, or any other party individualized by Disa Medinotec, for no consideration, any and all medical registrations, including any and all Product specifications submitted to regulatory authorities, price approvals, reimbursement approvals and/or other authorizations and/or permits necessary or prudent for the marketing and sale of the Product in the Territory. Furthermore, Distributor shall to the best of its ability assist Disa Medinotec in having the registrations, the applications for registrations and the permits relating to the Product and the Product licenses transferred to Disa Medinotec or a party designated by Disa Medinotec for the Territory. Distributor is not entitled to hold any lien on the registrations or the applications for registrations, and undertakes to sign all relevant and necessary certificates, in order for Disa Medinotec to have the registrations, the applications and the permits transferred.
Should assignment of the registrations and permits not be possible for legal reasons, Distributor upon request from Disa Medinotec agrees to immediately renounce any registrations, applications for registrations and permits issued in its name.
| 13 |
Distributor shall, to the best of its ability, assist and facilitate Disa Medinotec in having the Product registrations, permits, and licenses registered to a party or parties which Disa Medinotec may designate for the Territory. If Distributor is registered as the user of the trademarks in any register in the Territory, Distributor shall automatically cease to use them and, as per the effective date of termination, arrange for and document to Disa Medinotec cancellation of any such registrations as the user of the trademarks.
Distributor shall not, for any reason, obstruct the sales and the delivery of the Product in the Territory after termination of the contract.
ARTICLE 12 - MISCELLANEOUS PROVISIONS
| 12.1 | Nothing contained herein shall constitute, or shall be deemed to constitute, a partnership between the Parties or constitute, or be deemed to constitute, Distributor as having authority or power to bind Disa Medinotec, to receive payments on behalf of Disa Medinotec, or the right to contract in the name of and/or create a liability against Disa Medinotec in any way or for any purpose. |
| 12.2 | Nothing herein shall be construed as granting to Distributor any right or license to use patents, marks, logos, names or other intellectual property owned by or pertaining to Disa Medinotec save as expressly indicated in this Agreement. Distributor shall promptly inform Disa Medinotec about any event, which may amount to an infringement of Disa Medinotec's intellectual property rights. |
| 12.3 | All notifications required hereunder shall be sent by e-mail with receipt request and confirmed by registered mail to the respective addresses of the Parties shown at the beginning of this Agreement or to any other address of either Party notified accordingly to the other Party. |
| 12.4 | Any provision of this Agreement which in any way contravenes any applicable law shall be deemed separable and shall not affect the validity of any other provision of this Agreement. |
| 12.5 | Failure of either Party to enforce complete and punctual performance of any obligation hereunder of the other Party shall not be deemed as a waiver of such Party's right to thereafter enforce that or any other term hereof. |
| 12.6 | All written notices from one party to another shall be sent by e-mail, confirmed registered letter or by courier, or by registered letter or by courier. |
ARTICLE 13 - APPLICABLE LAW AND JURISDICTION
| 13.1 | This Agreement shall in all respects, including the formation, validity, performance, and termination hereof, be governed by and construed in accordance with South African law. |
| 14 |
| 13.2 | The Courts of Johannesburg, South Africa shall have exclusive jurisdiction in case of disputes. |
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed as of the date first written above in two (2) originals, by their duly authorized officers.
DISA MEDINOTEC
Name: Gregory Vizirgianakis
Title: CEO
Signature /s/ Gregory Vizirgianakis
Date: 1 March 2020
DISTRIBUTOR
Name: Ruben Phiri
Title: Owner
Signature: /s/ Ruben Phiri
Date: 1 March 2020
| 15 |
Exhibit I
PRODUCT RANGE
|
Item No. |
CAPE CROSS RANGE Description |
| CCDl-1510 | Cape Cross PTCA Catheter |
| CCDl-1512 | Cape Cross PTCA Catheter |
| CCDl-1515 | Cape Cross PTCA Catheter |
| CCDl-1520 | Cape Cross PTCA Catheter |
| CCDl-1525 | Cape Cross PTCA Catheter |
| CCDl-2010 | Cape Cross PTCA Catheter |
| CCDl-2012 | Cape Cross PTCA Catheter |
| CCDl-2015 | Cape Cross PTCA Catheter |
| CCDl-2020 | Cape Cross PTCA Catheter |
| CCDl-2025 | Cape Cross PTCA Catheter |
| CCDl-2030 | Cape Cross PTCA Catheter |
| CCDl-2510 | Cape Cross PTCA Catheter |
| CCDl-2512 | Cape Cross PTCA Catheter |
| CCDl-2515 | Cape Cross PTCA Catheter |
| CCDl-2520 | Cape Cross PTCA Catheter |
| CCDl-2525 | Cape Cross PTCA Catheter |
| CCDl-2530 | Cape Cross PTCA Catheter |
| CCDl-3010 | Cape Cross PTCA Catheter |
| CCDl-3012 | Cape Cross PTCA Catheter |
| CCDl-3015 | Cape Cross PTCA Catheter |
| CCDl-3020 | Cape Cross PTCA Catheter |
| CCDl-3025 | Cape Cross PTCA Catheter |
| CCDl-3030 | Cape Cross PTCA Catheter |
| 16 |
|
Item No. |
CAPE CROSS RANGE Description |
| CCDl-3510 | Cape Cross PTCA Catheter |
| CCDl-3512 | Cape Cross PTCA Catheter |
| CCDl-3515 | Cape Cross PTCA Catheter |
| CCDl-3520 | Cape Cross PTCA Catheter |
| CCDl-3525 | Cape Cross PTCA Catheter |
| CCDl-3530 | Cape Cross PTCA Catheter |
| CCDl-4010 | Cape Cross PTCA Catheter |
| CCDl-4012 | Cape Cross PTCA Catheter |
| CCDl-4015 | Cape Cross PTCA Catheter |
| CCDl-4020 | Cape Cross PTCA Catheter |
| CCDl-4025 | Cape Cross PTCA Catheter |
| CCDl-4030 | Cape Cross PTCA Catheter |
| NCDl-20006* | Cape Cross NC PTCA Catheter |
| NCDl-20010 | Cape Cross NC PTCA Catheter |
| NCDl-20012 | Cape Cross NC PTCA Catheter |
| NCDl-20015 | Cape Cross NC PTCA Catheter |
| NCDl-20020 | Cape Cross NC PTCA Catheter |
| NCDl-20025* | Cape Cross NC PTCA Catheter |
| NCDl-20030* | Cape Cross NC PTCA Catheter |
| NCDl-22506* | Cape Cross NC PTCA Catheter |
| NCDl-22510 | Cape Cross NC PTCA Catheter |
| NCDl-22512 | Cape Cross NC PTCA Catheter |
| NCDl-22515 | Cape Cross NC PTCA Catheter |
| NCDl-22520 | Cape Cross NC PTCA Catheter |
| NCDl-22530* | Cape Cross NC PTCA Catheter |
| NCDl-22540* | Cape Cross NC PTCA Catheter |
| 17 |
|
Item No. |
" CAPE CROSS RANGE Description |
| NCDl-25006* | Cape Cross NC PTCA Catheter |
| NCDl-25010 | Cape Cross NC PTCA Catheter |
| NCDl-25012 | Cape Cross NC PTCA Catheter |
| NCDl-25015 | Cape Cross NC PTCA Catheter |
| NCDl-25020 | Cape Cross NC PTCA Catheter |
| NCDl-25025* | Cape Cross NC PTCA Catheter |
| NCDl-25030* | Cape Cross NC PTCA Catheter |
| NCDl-27506* | Cape Cross NC PTCA Catheter |
| NCDl-27510 | Cape Cross NC PTCA Catheter |
| NCDl-27512 | Cape Cross NC PTCA Catheter |
| NCDl-27515 | Cape Cross NC PTCA Catheter |
| NCDl-27520 | Cape Cross NC PTCA Catheter |
| NCDl-27525* | Cape Cross NC PTCA Catheter |
| NCDl-27530* | Cape Cross NC PTCA Catheter |
| NCDl-30006* | Cape Cross NC PTCA Catheter |
| NCDl-30010 | Cape Cross NC PTCA Catheter |
| NCDl-30012 | Cape Cross NC PTCA Catheter |
| NCDl-30015 | Cape Cross NC PTCA Catheter |
| NCDl-30020 | Cape Cross NC PTCA Catheter |
| NCDl-30025* | Cape Cross NC PTCA Catheter |
| NCDl-30030* | Cape Cross NC PTCA Catheter |
| NCDl-32506* | Cape Cross NC PTCA Catheter |
| NCDl-32510 | Cape Cross NC PTCA Catheter |
| NCDl-32512 | Cape Cross NC PTCA Catheter |
| NCDl-32515 | Cape Cross NC PTCA Catheter |
| NCDl-32520 | Cape Cross NC PTCA Catheter |
| NCDl-32525* | Cape Cross NC PTCA Catheter |
| NCDl-32530* | Cape Cross NC PTCA Catheter |
| 18 |
|
Item No. |
CAPE CROSS RANGE Description |
| NCDl-35006* | Cape Cross NC PTCA Catheter |
| NCDl-35010 | Cape Cross NC PTCA Catheter |
| NCDl-35012 | Cape Cross NC PTCA Catheter |
| NCDl-35015 | Cape Cross NC PTCA Catheter |
| NCDl-35020 | Cape Cross NC PTCA Catheter |
| NCDl-35025* | Cape Cross NC PTCA Catheter |
| NCDl-35030* | Cape Cross NC PTCA Catheter |
| NCDl-40006* | Cape Cross NC PTCA Catheter |
| NCDl-40010 | Cape Cross NC PTCA Catheter |
| NCDl-40012 | Cape Cross NC PTCA Catheter |
| NCDl-40015 | Cape Cross NC PTCA Catheter |
| NCDl-40020 | Cape Cross NC PTCA Catheter |
| NCDl-40025* | Cape Cross NC PTCA Catheter |
| NCDl-40030* | Cape Cross NC PTCA Catheter |
| NCDl-45006 | Cape Cross NC PTCA Catheter |
| NCDl-45010 | Cape Cross NC PTCA Catheter |
| NCDl-5012 | Cape Cross NC PTCA Catheter |
| NCDl-45015 | Cape Cross NC PTCA Catheter |
| NCDl-45020 | Cape Cross NC PTCA Catheter |
| NCDl-45025 | Cape Cross NC PTCA Catheter |
| NCDl-45030 | Cape Cross NC PTCA Catheter |
| 19 |
| Catalogue Number |
TRACHEALATOR Product Description |
| TRDl- 06030 | Trachealator airway dilation balloon 6mmx30mm |
|
TRDl- 07030 |
Trachealator airway dilation balloon 7mmx30mm |
| TRDl- 08030 | Trachealator airway dilation balloon 8mmx30mm |
|
TRDl- 09030 |
Trachealator airway dilation balloon 9mmx30mm |
|
TRDl- 10030 |
Trachealator airway dilation balloon 10mmx30mm |
|
TRDl- 12040 |
Trachealator airway dilation balloon 12mm x40mm |
|
TRDl- 14540 |
Trachealator airway dilation balloon 14.5mm x 40mm |
|
TRDl- 16040 |
Trachealator airway dilation balloon 16mm x40mm |
|
TRDl- 18040 |
Trachealator airway dilation balloon 18mmx40mm |
| 20 |
Exhibit II
GUIDELINES ON A MEDICAL DEVICES VIGILANCE SYSTEM
| 21 |
A-94/8,
Wazirpur Industrial Area,
Main Ring Road, Delhi-110052
+91 11 45596689
Web : www.ajsh.in
E-mail : info@ajsh
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation in the registration statement under The Securities Act of 1933 i.e, Form S-1/A of Medinotec Inc. and its subsidiary (collectively, the “Company”) of our report dated June 2, 2022, with respect to the Financial Statements of the Company for the period from April 26, 2021 to February 28, 2022 and the related notes to the financial statements.
/s/AJSH & Co LLP
August 4, 2022
New Delhi, India