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Accurate and rapid testing of acute infections

ArcDia International Oy Ltd

Company name: Slogan
Price per share
€1.20
Equity offered
Invested
€168,846
Legal warning: The acquisition of this financial instrument is associated with considerable risks and may lead to the complete loss of the invested assets. The prospective return is not guaranteed and may also be lower.

first name last name, position of company name

"The coronavirus pandemic changed the world permanently. Going to school or work with a flu and cough is no longer acceptable. But if you have to get going with flu symptoms, you can do so by getting tested first.   

mariPOC®, developed by ArcDia, is the first test system on the market that allows healthcare professionals and soon also consumers to test for multiple pathogens from a single sample rapidly. mariPOC® is cost-effective and fast, and ArcDia aims to capture a significant share of the global rapid testing market. With the funding, we will strengthen our financial position and accelerate our market entry in Europe, China, and the US.   

We are now offering small investors the opportunity to become shareholders in a company on the threshold of international growth." 

Vesa Kemppainen, CEO

Investment information

Type:
Equity offering
Invested so far:
€168,846.00
Equity offered:
1.99 – 10.88 %
Price per share:
€1.20
min investment 250 shares
Number of existing shares:
20,480,980
Fully diluted shares:
21,160,879
Pre-money valuation:
€24,577,176.00
Offered units:
2,500,000
Offered in:
FI
Broker:
Invesdor Oy

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Documents regarding the investment opportunity

Key investment highlights

A high-growth sector – the global market for infectious disease diagnostics was already growing strongly before the pandemic.

A solution to a prevailing problem – the automated mariPOC testing system will vastly improve healthcare efficiency, reduce unnecessary antibiotic use, and improve the management of infections, epidemics and pandemics in society. 

A clear growth strategy – the company’s product portfolio is  CE-marked, mature and in broad use and ready for new distributors in Europe. In addition, the company is looking for growth through a licensing model in China and the US.  

Competitive advantage – ArcDia's patented technology is the most cost-effective on the market, providing a significant competitive edge in decentralised testing of respiratory infections. 

Clear exit and IPO path, typical for the industry – the company wants to be an attractive acquisition target by systematically growing its revenues and value.  

Overview

The company

Founded in 2005, ArcDia International Oy Ltd is a Finnish technology-driven growth company that develops, manufactures, and markets automated test systems for rapid multi-analytical diagnostics of infectious diseases. The company is based in Turku and employs 30 people.  

ArcDia's mariPOC® test system is the first automated rapid testing device on the market that identifies the most critical respiratory and throat infections. mariPOC® has become the market leader in Finland for point-of-care testing of respiratory tract infections. 

The company aims to improve healthcare processes in treating respiratory tract infections and pharyngitis. The mariPOC® rapid tests performed in health centres, private clinics and hospital emergency wards can identify multiple pathogens simultaneously from single samples without taking the sample to a central laboratory for testing. This saves time and money significantly. 

During the pandemic, people became accustomed to rapid home testing, and ArcDia's strategy focuses on providing consumers with a low-threshold testing option. As a result, the company is preparing to bring testing equipment close to customers, including pharmacies, workplaces and shopping centres. Fast and comprehensive testing ensures a correct diagnosis without delay.  

The respiratory infection testing market has grown by around 10% per year from 2012 to 2022 (source). In the wake of the coronavirus pandemic, respiratory infection testing quickly became a strategic focus for the prominent diagnostics companies. As a result, ArcDia believes that after the coronavirus pandemic, the overall volume of respiratory infection testing will remain significantly above the pre-pandemic baseline.  

History

company history

The story behind ArcDia is a Finnish interdisciplinary innovation based on the use of biotechnology and laser optics in medicine. The founders, Janne Koskinen, PhD, and Aleksi Soini, PhD, saw a problem: testing for respiratory infections was rarely done at the health centre level but focused mainly on the hospital settings. In addition, treatment of respiratory diseases was not based on pathogen identification but was indiscriminate, leading to the overuse of antibiotics.   

Koskinen's PhD in biotechnology focused on applications of TPX technology developed by ArcDia to diagnose infectious diseases. As a result of this research, Koskinen became familiar with the theories and practices of clinical infectious disease diagnostics, and the idea for an automated testing system, the mariPOC® product innovation, was born.  

Koskinen and Soini wrote the first business plan for the mariPOC® business in 2007. This business idea and know-how, as well as the detection technology (know-how and intellectual property rights) of Arctic Diagnostics Ltd, were transferred as a contribution to a new company, ArcDia International Oy Ltd. The company launched the mariPOC® system in Finland in 2010, when the respiratory infection testing market was at an early stage of development. 

The new technology enables rapid and automated testing  

ArcDia founders Soini and Koskinen foresee that respiratory infection treatment practices will change as soon as technology that enables rapid and automated decentralised testing is available on the market. This market vision has been realised, and large companies are now acquiring manufacturing capacity and commercial rights in the respiratory infection testing market.   

The CE-marked mariPOC® has become the leading test system in the Finnish market. Currently, ArcDia has 47 customers in Finland, including medical centres, hospitals and clinical laboratories. For instance, the test method has been popular in diagnosing childhood infections. The vast majority of mariPOC® equipment is in medical centres in the private sector, but already 1/3 of the revenue is generated by workplace testing.   

Faster diagnostics enable correct treatment without delay

mariPOC® promises clear benefits in terms of speed, reliability, ease of use and multi-analytical. Up to 11 pathogens can be detected in the same sample, including the pandemic SARS-CoV-2 coronavirus and the seasonal coronavirus OC43. The method also identifies such as influenza A and B viruses, RS-virus, metapneumovirus, adenovirus and parainfluenza viruses, all of which cause similar disease patterns.  

Low-threshold testing improves global infection control  

The SARS-CoV-2 pandemic affected people's behaviour, making it unacceptable to go out in public places and meet others when symptomatic. Therefore, ArcDia foresees that after the coronavirus pandemic, the overall volume of respiratory infection testing will remain significantly higher than the pre-pandemic baseline.  

According to the company, the healthcare community now understands that low-threshold testing is the cornerstone of infection control. However, traditional technology does not allow for rapid and timely testing of acute infections in practice. Therefore, the company expects that single virus/bacteria testing in a central laboratory will be replaced by multi-analyte low-threshold rapid testing (multi-analyte = multiple viruses/bacteria measured simultaneously).  

1998–2003 Fundamental inventions of the TPX technology were made in the Laboratory of Biophysics (University of Turku, Finland) led by professor Erkki Soini. 

2000 The TPX detection technique was published in Nature Biotechnology. 

2005–2009 The applicability of TPX detection technique for rapid in vitro testing of infectious diseases was demonstrated in academic projects at Turku University. 

2008 ArcDia International Oy Ltd. was founded. mariPOC® product development project began. 

2011 mariPOC® product was IVD CE marked and was introduced to the market. 

2013 ArcDia received the ISO 13485 certificate. 

2014 ArcDia Receives Frost & Sullivan Award for Point-of-Care Product Leadership. 

2015–2016 ArcDia releases new products: mariPOC®+ software mode, mariPOC® Gastro test panel and the world's first bocavirus antigen test 

2017 ArcDia launches a new product: mariPOC®Quick StrepA test 

2018 New product: mariPOC®Quick Flu/RSV test 

2020 New product: mariPOC® SARS-CoV-2 test 

2021 Updated mariPOC® SARS-CoV-2 test 

Products

ArcDia Market

Respiratory tract infections are the most common disease in the world (Reiner Jr, R.C., 2018) Current medical practice still treats most infections empirically, i.e. the doctor makes a diagnosis based on the patient's symptoms. In addition, patients are often prescribed broad-spectrum antibiotics as a precautionary measure without a pathogen-specific (i.e. viral or bacterial) diagnosis.   

Pathogen-specific clinical diagnosis is seldom possible based on clinical symptoms alone, as many viruses and bacteria cause similar clinical signs. For example, 10–20 different bacteria or viruses may cause acute upper and lower respiratory tract infections. Therefore, the vast majority of empirically prescribed drug regimens are either unnecessary or suboptimal for the patient.   

Rapid, accurate and pathogen-specific diagnostics would be needed to prescribe the right drugs to treat the infection in a virus/bacteria-specific manner. In practice, conventional technology does not allow timely testing of acute infections. There is a huge need in the market to address this gap, for which ArcDia has a viable solution.    

ArcDia solutions 

ArcDia has developed a diagnostic system for rapid and multi-pathogen testing of infections. The company's mariPOC® test system identifies the viruses and bacteria that cause infections. The portfolio is complemented by the mariCloud™ cloud service, which collects anonymised test results from mariPOC® analysers and uses this data to generate a real-time epidemiological snapshot. mariCloud™ help physicians to make the correct clinical diagnosis, and to get hospitals prepared for and to optimize resource utilisation during epidemics.

mariPOC® test system  

ArcDia's mariPOC® test system enables laboratory-level pathogen identification in point-of-care (POC) settings, i.e. testing in the immediate vicinity of the patient.   

The mariPOC® test identifies multiple pathogens (i.e. bacteria or viruses) from individual clinical samples quickly and reliably. Traditionally, the same result has only been achieved with multiple separate tests and 2–3 day sample cultures or expensive genetic testing in central laboratories. 

The mariPOC® product line currently comprises three applications mariPOC® Respi, mariPOC Pharyn and mariPOC Gastro for the testing of upper respiratory tract infections, tonsillitis and acute intestinal infections, respectively. These three applications represent the most common types of infections.

How it works

ArcDia Tuote

Thanks to mariPOC® analytics, the patient receives the correct medication as quickly as possible, recovery is enhanced, and the patient avoids potential complications of incorrect or sub-optimal medication.   

For society, the mariPOC® innovation improves the efficiency of healthcare, reduces unnecessary use of antibiotics, and improves the management of infections, epidemics and pandemics. 

Problems with traditional diagnostic models

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Traditional infection diagnostics have been slow and expensive. For example, in a doctor's surgery, a sample is typically taken from the patient to identify the pathogen and sent to a laboratory. Bacteriological culture of the sample (a procedure in which bacterial colonies are analysed from a swab) thus takes 2-3 days. With PCR, the test result is ready in a few hours, but due to logistics, it takes time to obtain it from the central laboratory. For example, during the coronavirus pandemic in Finland, the typical PCR test result time was 1–2 days after sampling. mariPOC® provides test results in 15 minutes at best.   

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Alternatively, a single "stick test" can be taken from the affected person. The problem with stick tests is that their performance is variable. The stick tests are read visually; therefore, verifying the result and managing the test data do not meet the quality standards of healthcare. In addition, stick tests usually only respond to a single pathogen (virus or bacterium) at a time. Each stick test also costs separately, and each test requires a new sample which is uncomfortable for the patient and burdens the medical staff.  

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For the reasons described above, detecting infectious disease pathogens requires a significant effort. Test results should be available as quickly as possible, as physicians should be able to make a pathogen-specific clinical diagnosis and a corresponding treatment decision, preferably at the time of the patient's visit. This has not been possible with traditional laboratory tests, as delays in transporting samples lead to delays in results. For this reason, the prevailing practice for doctors has been to prescribe drug therapy to patients on empirical grounds without any laboratory evidence of the cause of the infection.

business model

Business model

  1. For direct sales, ArcDia follows a service business model, where the company delivers a complete turnkey solution for infection testing to the customer. The company invoices the customer based on the number of test results. This business model is also called the "Reagent rental" model.   

  2. Out-licensing. The company's business model in the US and China is technology out-licensing. ArcDia has a licensing agreement with a Chinese partner to launch products in the Chinese market in 2023.    

  1. In the export market, ArcDia's sales channel is local distribution companies, with whom it follows a traditional business model where ArcDia sells the analysers and consumables to the distributor.     

Growth strategy 

Around 70% of ArcDia's revenue (€3.2 million in 2021) is generated outside Finland. The company is looking for international growth as follows:   

  1. by expanding its dealer network in Europe,   

  2. in cooperation with a strategic partner in China,   

  1. with a strategic partner in the US. 

Commercialisation in China

The company has signed a significant licensing agreement with Shandong Shinsun Biotechnology Co Ltd of China to commercialise ArcDia's technology in China. Under the terms of the license agreement, the parties will commence high-volume industrial production to achieve a leading position in the Chinese market for infectious disease diagnostics. Under the agreement, Shandong Shinsun Biotechnology Co Ltd has committed to purchase from ArcDia the critical biochemical components and product development services required for the production of the test kits. The technology licensing model will allow ArcDia to retain essential manufacturing expertise in-house.

The company is looking for a strategic partner in the US  

The US is the largest single diagnostics market in the world. To enter this market, finding a local strategic partner is necessary to optimise costs and minimise risks. The partner's role will be to register mariPOC products under the FDA process and act as ArcDia's distributor in the US, with ArcDia responsible for research and development, production and technical support.  

  

Responsibility

Responsibility is a preventive action and risk management. ArcDia's entire business aims to promote all humanity's well-being and health. The company's mission is to provide accurate and rapid diagnostics to benefit patients so that a course of treatment is appropriate to the virus or bacterium.   

Getting the correct diagnosis and proper treatment helps avoid unnecessary use of antibiotics and enables faster recovery. Cheap, commonly used antibiotics are losing their effectiveness, widely believed in making small, now relatively safe, surgical interventions dangerous again.   

ArcDia's testing system benefits society as the data automatically collected from decentralised testing will be the basis for limiting disease spread and early detection of new infections. This will have a far-reaching, preventive effect. 

Team

  

first name last name, position of company name

Vesa Kemppainen, MSc (Tech.)  

CEO (b.1970)

Linkedin

Vesa Kemppainen is a M.Sc. in Information Technology and a serial entrepreneur in the technology sector (iobox, Krocus, Tecnomen, Spartagon, Blaast) with a broad experience in business in technology and healthcare. Krocus, founded by Kemppainen, was acquired by Tecnomen Plc (now Tecnotree Plc) in 2003. During his time as Chief Operating Officer of Tecnomen Plc (listed on the Helsinki Stock Exchange) from 2003 to 2006, the company turned from a losses to a profits, and its market capitalisation increased tenfold. Kemppainen has been a member of ArcDia's Board since 2015. 

  

first name last name, position of company name

Janne Koskinen, FT

Product Development Director, Founder (b.1980)

Linkedin

Janne Koskinen, PhD, is a medical doctor whose doctoral thesis in biotechnology resulted in the idea for the mariPOC® product innovation. Koskinen led the product development and production of the mariPOC test system from 2008 to 2011. Koskinen has led the company's R&D department since 2012. 

  

first name last name, position of company name

Aleksi Soini, FT 

Director, Strategy and Business Development, Founder (b.1966)

Linkedin

Aleksi Soini is an associate professor at the University of Turku and the University of Jyväskylä, specialising in medical bioanalytics. Soini is the founder of ArcDia and innovator of the mariPOC® business. Before starting ArcDia's mariPOC® business, Soini worked as an investment manager in the private equity industry and as CEO of Mobidiag Oy. 

  

first name last name, position of company name

Niko Meltola, FT 

Director, Production and Services Business (b.1968)
Linkedin

Niko Meltola has a PhD in medicine and biophysics. Together with Soini, Meltola developed fluorescent markers for TPX technology, for which Meltola transferred the intellectual property rights to Arctic Diagnostics Oy. Meltola worked for Radiometer ApS in Denmark in product development and project management positions from 2006 to 2012 and was recruited to lead ArcDia's production and services business in 2012.  

Distribution of the company shares

Omistusjakautuma

Shareholder C-shares B-shares Votes Ownership
lukumäärä lukumäärä % %
Arctic Diagnostics Oy 0 3 755 973 24,98 % 18,34 %
Lifeline Ventures Fund I Ky 230 117 3 003 712 19,98 % 15,79 %
Innovestor Kasvurahasto I Ky 230 667 2 580 951 17,17 % 13,73 %
Alexander Krepak 0 1 058 750 7,04 % 5,17 %
Biothom Oy 0 959 002 6,38 % 4,68 %

Lauri Tukiainen

 120 000 834 109 5,55 % 4,66 %
262 other shareholders 4 864 703 2 842 996 18,9 % 37,63 %
In total 5 445 487 15 035 493 100 % 100 %

Use of funds

ArcDia will continue to operate in line with its strategy and grow organically regardless of the outcome of this issue.   

The maximum amount to be issued is 2.5 million shares with a value of €3.0 million. With the funds raised now, the company aims to strengthen its financial position and accelerate its market entry in Europe, China and the US.  

Minimum Scenario

Scenario 1

ArcDia raises €0.5M. In this scenario, the company adapts its operations to its  cash flow from its current business and continues organic growth. 

Medium Scenario

Scenario 2

The company raises €1.5M, with €0.5M invested in product development, €0.5M in the US regulatory process and €0.5M in opening sales channels. In this scenario, product development and market opening are proceeding as planned.   

Maximum Scenario

Scenario 3

The company reaches the maximum of €3.0M, investing €1M in product development, €1M in the US regulatory process with the help of a partner, and €1M in the opening of sales channels. The company will further accelerate its access to new markets in this scenario.

Market

market

Market potential

The market for respiratory tract infection testing is expected to grow by around 10% per year from 2015 to 2021 (source)

Megatrends that are shaking up the markets

ArcDia's business is positively affected by recent megatrends that are challenging healthcare and influencing people's behaviour. 

Towards a healthier planet 

  • The relatively safe era of antibiotics is about to end as the number of effective antibiotics is declining.

  • Awareness of infectious diseases increases with each pandemic. Faster, accessible and affordable diagnostics will provide the basis for healthcare.  

  • For the patient, decentralised testing allows rapid diagnosis and treatment without delays.    

description

description

The effects of the pandemic will continue   

  • The burden of respiratory infections on patients and society can only be reduced through rapid testing.  

  • Governments have spent vast sums of money on COVID-19 diagnostics alone - how will they cope with the following seasonal flu?   

  • The pandemic changed the way we approach respiratory infections. It is no longer appropriate to go to work, school, kindergarten, concerts, hobbies or restaurants with flu symptoms.  

 The digitalisation of health services   

  • Testing for the most common diseases is moving from central laboratories to decentralised automated self-testing sites conveniently located for consumers. ArcDia is fully equipped to take advantage of this trend.  

  • The pandemic minimised human contact and accelerated digitalisation. 

  • Healthcare services are now also going digital. Online doctors are available 24/7 and can prescribe medicines.  

description

description

Biohacking

  • Increased interest in personal health information.  

  • Consumers already have access to wearable sensors, e.g. heart rate and sleep monitoring.  

  • People are increasingly willing to pay to understand what affects their health.

Financial figures & Growth

All figures are rounded to the nearest thousand and presented in thousands of euros.

ACTUAL PLAN
2019 2020 2021 2022 2023 2024 2025
Revenue 1,879 2,591 3,262 2,100 3,446 5,278 8,280
Inventory change 54 99 16 10 99 151 238
Capitalised expenses 153 107 76 49 81 124 194
Other operative income 136 70 30 100 100 100 100
Total output 2,114 2,867 3,384 2,260 3,725 5,653 8,812
Cost of materials + external services [COGS] 634 -1217 -906 -630 -1,034 -1,583 -2,484
Gross profit 1,480 1,650 2,478 1,630 2,692 4,069 6,328
Personnel expenses/staff cost 1,099 -1,417 -1,544 -1,389 -1,447 -2,111 -3,146
Other operating expenses 603 -608 -636 -573 -636 -950 -1,408
EBITDA 223 -375 298 -333 608 1008 1,774
Depreciation 380 -409 -412 -412 -412 -455 -525
Operating result [EBIT] 603 -785 -114 -744 196 554 1,248
Interest income/interest result 119 -61 -2 -100 -3 -5 -7
Taxes 0 0 0 0 0 0 0
Net income after taxes (NIAT) 722 -846 -116 -844 193 549 1,241

Explanations of financial ratios

The year 2022 represents an exception in ArcDia's revenue development due to the COVID19 pandemic when testing volumes for other pathogens plummeted in ArcDia's main markets. During this period, testing was focused on the SARS-CoV-2 virus, performed using PCR methods in central laboratories.   

As the pandemic recedes, common respiratory infections will return to the population. As a result, ArcDia expects demand for multi-parametric testing (mariPOC®) to recover and rise above pre-pandemic levels. The company forecasts revenue to return to growth in 2023, growing at an average annual rate of 58% from 2023 to 2026. 

ACTUAL PLAN
2019 2020 2021 2022 2023 2024 2025
Revenue Growth 65 % 35 % 26 % -36 % 64 % 53 % 57 %
EBITDA % - -14 % 9 % -16 % 18 % 19 % 21 %
Number of employees - 28 32 30 30 40 60

Growth factors

Consumer testing expected to drive growth 

 According to ArcDia's vision, self-testing for infections will become more commonplace and closer to the consumer. The trend is already visible: during the pandemic, people got used to testing themselves at the onset of even minor symptoms.  

The company will pilot self-testing for respiratory infections in a Finnish pharmacy this year. Unlike tests for the SARS-Cov-2 virus, mariPOC allows the identification of up to 11 pathogens from a single sample.  

The company awaits progress on licensing agreement in China   

The company's Chinese licensing partner Shandong Shinsun Biotechnology Co Ltd, is preparing to manufacture mariPOC test kits and analysers in China. The mariPOC analyser registration is complete, but the clinical trials required for the test kit registration are still pending. The coronavirus pandemic has slowed down the progress of the project.    

The company expects to complete the registration of the test kit by the end of 2023. The earnings forecast reflects the company's expectation that the licensing partner will start purchasing reagents from ArcDia in the fall of 2023 under a conservative growth scenario. The impact of the Chinese business on 2023 revenue figures is €300,000.  

Valuation

Share price development 

The subscription price per ArcDia share is €1.20, corresponding to a non diluded, pre-money valuation of €24,577,176 (fully diluted €25,393,000). This valuation has been negotiated with the company's anchor investors. ArcDia's valuation is the same as in the previous share issue in 2020. 

The subscription price of €1.20 per share corresponds to a price/sales valuation ratio (P/S) of 7.8, which is relatively moderate or even low compared to the exit valuations of peer companies in the same industry, as shown in the table below.

Aiemmat rahoituskierrokset

Exit Scenarios

The company's Board of directors aims to launch exit negotiations within two years of the share issue at the latest. The following exit options are scenarios that cannot be guaranteed.  

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Acquisition  

ArcDia aims at a typical exit path in the MedTech sector, where growth companies in the €10-20 million size range are potential acquisition targets.   

5-10 large public companies dominate the clinical microbiology market, usually structured around sales, marketing, production and logistics. Instead of developing their own products, large companies prefer to expand their product portfolio through acquisitions. Acquisitions are well suited to the quarterly budgets of listed companies, as they do not harm the profit and loss account, unlike in-house long-term R&D activities. Once a growth company's business has reached a certain level, several buyers are often available.    

ArcDia's product portfolio has already attracted interest from major companies in the industry. In 2018, the company negotiated a letter of intent with a US public company for the sale of ArcDia. However, the deal fell through for reasons unknown to ArcDia. What is important, the buyer did not find any issues to raise during its due diligence of ArcDia. The fact that this sale agreement fell through shows that the company is a potential acquisition target.

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Initial Public Offering 

Another feasible exit scenario is an IPO, allowing the company to access the capital markets to raise additional funds and broaden its ownership base. In addition, an IPO would increase visibility and thus the overall interest of investors, business partners and customers in the company. The listing would also allow for more efficient use of shares for staff remuneration and in the context of corporate restructuring.

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Private equity investor 

Suppose the previous exit scenarios do not materialise. In that case, it is possible to sell the company or parts of it to a private equity investor who will provide financing, expertise and networks to the company. A private equity investment aims to increase the company's value to benefit all shareholders and support risk diversification for the original owners. Typically, the investor's holding period in the target company varies between 3 and 7 years. In the end, the company is sold to a more significant buyer, another private equity investor, or listed on a stock exchange according to an agreed plan.

Issue Terms

In this funding round a minimum of 416 667 (EUR 500 000,40) and a maximum of 2 500 000 (EUR 3 000 000) new B-series shares of ArcDia International Oy Ltd (Business ID 1973152–4) are offered for subscription. 

If less than 416 667 shares are subscribed, the Board of Directors of the company will decide on cancelling the issue, in which case paid investments will be refunded to the investors. No interest is paid to the refunded subscriptions.  

The Board of Directors reserves the right to raise the maximum amount of the funding round. 

The shares entitle their holder to dividend and other shareholders’ rights from the moment the shares have been registered to the trade register and have been added to the shareholder list.

The subscription price per share is EUR 1,20, and the minimum subscription is 250 shares corresponding to EUR 300,00.  

The subscription price for the new shares must be paid in full to the customer deposit account pointed by Invesdor in accordance with the instructions given by Invesdor, or in case of external investments to the bank account appointed by the Board of Directors of the company. 

The subscription period starts on 6.9.2022 and ends preliminary on 7.10.2022. The subscription period on Invesdor’s platform starts on 6.9.2022 and ends preliminary on 7.10.2022. The Board of Directors reserves the right to extend the subscription period. 

In case of oversubscription of this share offering, the Board of Directors may decide to suspend the issue. In case of an oversubscription the shares shall be allocated in the order of subscription (“first come, first served”). 

The capital gathered in this share issue will be recorded entirely to the reserve for invested unrestricted equity. 

The shares will be subscribed by making a subscription commitment on Invesdor’s online platform and by approving Invesdor’s applicable terms and conditions, and adhering to company’s minority shareholders’ agreement, or otherwise as indicated by the company’s Board of Directors. Subscribing via Invesdor’s online platform requires the investor to agree to the terms and use of the platform and the terms and conditions of the funding round and to provide Invesdor with the requested identification data. 

The Board of Directors shall approve all share subscriptions made in accordance with the subscription terms and laws and regulations applicable to the offering. 

The company currently has 20 480 980 registered shares. The company has two (2) series of shares: The total number of B-shares is 15 035 493 and the total number of C-shares is 5 445 487. Due to the increase in the number of shares resulting from the exercise of option rights, the company's trade register extract still shows the previous number of shares. The registration of the new number of shares in the trade register is pending. 

Each B-share carries one (1) vote at the General Meeting. C-shares of the company do not carry voting rights and holders of C-shares do not have the right to participate in General Meetings. However, holders of C-shares are entitled to receive, upon request, copies of the minutes of the General Meetings, as well as information on decisions taken by the General Meetings or the Board of Directors which affect the rights attached to the shares. In all other respects, the rights of the classes of shares are equal. C-shares may be converted into B-shares at a conversion ratio of 1:1 by decision of the Board of Directors. 

Transferability of the company’s shares is restricted as follows: 

  • The transferee must adhere to a company’s shareholders’ agreement 

  • Redemption clause in the Articles of Association 

  • Consent clause in the Articles of Association 

  • Obligation to redeem in the Articles of Association 

On 19 November 2018, the General Meeting authorised the Board of Directors to decide on the share issue. Under this authorisation, a maximum of 5 000 000 shares of either B-shares or C-shares may be issued. The company's Board of Directors has decided on this share issue under this authorisation, and thus depending on the number of shares subscribed for in this share issue, the number of shares to be issued under this authorisation will be reduced accordingly. 

On 22 January 2020, the General Meeting authorised the Board of Directors of the company to decide on the issue of special rights entitling to shares. Based on this authorisation, a maximum of 1 000 000 of the Company's B-shares may be issued. 

The company currently has 540 991 outstanding registered options, which entitle their holders to subscribe for 540 991 B-shares of the company. The company currently has 138 908 outstanding registered options, which entitle their holders to subscribe for 138 908 C-shares of the company. The company's trade register extract still shows the previous number of options; the registration of the new number of options in the trade register is pending. 

The company has a convertible bond in the amount of EUR 655 733,00 outstanding at the beginning of this share issue. The company has negotiated with the holders of the convertible bonds to cancel the convertible bonds, in a way that, with the consent of the holders, the convertible bonds will be cancelled and the holders will invest the amount corresponding to their convertible bonds in this share issue. However, the company cannot guarantee that all holders will consent to the early redemption of the convertible bonds, which may result in the company having outstanding convertible bonds at the end of the offering. 

Update 6.10.2022: The negotiations referred to in the above paragraph have progressed as follows: As of 6 October 2022, the company has an outstanding debt of EUR 543 443,00. For the sake of clarity, it is noted that the holders of the bonds have not been granted special rights within the meaning of the Companies Act, although in the above paragraph the term convertible bond has been used for the loan. 

When making a subscription, the investor must adhere to the company's minority shareholders’ agreement (dated 2 September 2022), which is attached to this pitch page, unless the investor is already a party to the company’s shareholder’s agreement. Adhering to the shareholders’ agreement is a mandatory part of the investment process. In the shareholders’ agreement, the investor: 

  • Undertakes not to require any certificates for the shares 

  • Undertakes not to sell, transfer or otherwise dispose the shares to any party who has not adhered to the agreement as a minority shareholder  

  • Undertakes not to pledge or otherwise lodge the shares or any rights related to the shares as security without prior written consent of the company 

  • Commits to vote in favour of any decisions required to the future financing rounds and shall also sign and execute any shareholders’ agreement and other agreements required for completion of the above actions in accordance with the instructions received from the Board of Directors of the company, as long as all shareholders are treated fairly and equally 

  • Declares she/he has read the offering materials and understood the risks associated with the investment and confirms that she/he has received sufficient information from the company to make the investment 

In addition, the shareholders 

  • Have a Drag-Along and Tag-Along right 

  • Undertakes to, in connection with an Exit, take all necessary and requested actions and support all decisions necessary to consummate the Exit 

Please familiarize yourself with the attached minority shareholders’ agreement carefully before investing! 

The company’s current majority shareholders have a separate majority shareholders’ agreement in place. With the shareholders who own C-shares, the shareholders have a separate investment agreement in place.  Even though the investors investing in this offering do not join these agreements, some provisions may be of interest to them (the terms written with a capital letter have the meaning as set forth in the agreements): 

  • Restrictions on the transfer, encumbrance and pledging of the shares as described more detailed on the agreements 

  • Certain resolutions require at all times the consent of the Investor Majority at the shareholders’ meeting 

  • Certain resolutions require at all times the consent of the Investor Majority at board meetings 

  • Juhani Soini and Aleksi Soini shall be entitled to nominate one board member, Innovestor Kasvurahasto I Ky shall be entitled to nominate one board member, Lifeline Ventures Fund I Ky shall be entitled to nominate one board member, and other board members shall be nominated by the aforementioned parties jointly 

  • Drag-Along and Tag-Along rights 

  • Lifeline Ventures Fund I Ky shall be entitled to determine that an investment bank shall be appointed to facilitate the trade sale of the Company 

  • Certain shareholders have wider access to information in regards of the company’s information and data than the investors investing in this share issue 

The Articles of Association of the company include a redemption clause and consent clause which affect to the transferability of the shares. The Articles of Association also include an obligation to redeem. The Articles of Association can be found attached to this pitch page. 

Risks

Various risk factors associated with investing in the company may be significant if realised. Many of the company's risk factors are part of the nature of its business and are typical for the industry. Each risk may have an essential effect on the company's business, profits, and the potential ability to achieve its financial objectives. The risks presented are not ranked in order of importance, and the order in which they are presented does not reflect the likelihood of their occurrence.  


  Risks related to the share issue and the company's shares

  • Various risk factors and circumstances can lead to a fall in the market price of a share and therefore there is a risk of losing some or all of the capital invested.  

  • There may be no return at all on the investment.  

  • The company's shares are not publicly or multilaterally traded on any marketplace and therefore there is no active or liquid secondary market for the shares. The risk in this case is that the security may not be sold at the desired time or at all, or that the price offered may be lower than its subscription price or actual value.  

  • The transferability of the shares is limited by a redemption clause and a consent clause in the Articles of Association and by the obligation to enter into a shareholders' agreement with the company.  


Macroeconomic risks  

  • Uncertainty in the company's core markets and in the global economy and financial markets may adversely affect the company's business and operating results.  


Risks related to the company's business  

  • Failure in marketing may adversely affect the company's customer relationships and product demand.   

  • The company may be unable to implement its expansion strategy and take full or timely advantage of new business opportunities.   

  • The company may raise less capital than planned. This may result in the company not being able to successfully implement its business activities due to a lack of funds.  

  • If the company's business idea does not assert itself on the market or if the planned business development cannot be implemented as hoped, there is a risk of the company becoming insolvent.  

  • If the company is unable to compete effectively with existing and potential new competitors or to respond to changes in the competitive environment, it may adversely affect its turnover, profitability and customer loyalty. Competition may become significantly more intense if competitors with more capital enter the market.  

  • There is a risk that the company will get negative media attention. This may lead to significant declines in sales and losses for the company because there is insufficient demand for the company's products as a result of the negative media attention.  

  • Various other factors, in particular changes in the economic situation combined with planning errors, environmental risks, dependence on key personnel and changes in the legal and fiscal framework, can adversely affect the business.  

  • The demand for the company's products and thus its business performance is affected by, among other things, the general global market situation, the competitive position and technological developments. The company and its business are therefore exposed to market risks that are largely independent of the company's own actions.  


Risks related to management and staff 

  • The company is dependent on its management and qualified personnel, and the loss of such personnel could be detrimental to the business.   

  • Failure to recruit and retain qualified personnel may adversely affect the company's business performance.   

  • Increasing the number of staff may harm the company's profitability.   


  Legal and regulatory risks   

  • Failure to comply with laws, regulations and general social responsibility relating to the company's activities and products may result in sanctions and damage the company's image with its customer groups.   

  • The company has no pending lawsuits or other open litigation, but as the company's operations expand, legal risks become more significant.  

  • The company may be subject to claims or lawsuits that could harm the company and require management resources.  

  • The company's legal regulatory environment may change, potentially making it more difficult for the company to conduct its business.  

  • The commercialisation of intellectual property rights, the distribution of products and the launch of new products involve various liability risks, such as third-party claims for alleged infringements of intellectual property rights or claims for product quality or product damage. Liability risks therefore usually take the form of a claim for damages or other compensation and legal costs.  

  • There is a risk that the rights to the company's patents will expire. This could have a negative impact on the company's business.  

  • The company's Chinese licensing partner has defaulted on contractual license fees totalling approximately EUR 3 million, but the licensing partner is aware of the default and is working to remedy it. However, there is a risk that the license partner will not pay the license fees.  


  Financial risks   

  • Fluctuations in foreign exchange rates may harm the company's operations.   

  • The company is exposed to changes in interest rates on loans.   

  • The company is exposed to credit and counterparty risks.   

  • The company's financial projections are subject to risks, as forward-looking estimates, targets, and other statements always involve uncertainty, and they are only predictions, not guarantees of the future.  

  

The risks listed above are not the only risk factors affecting the operations of the company. Also, other risks and uncertainty factors that the company currently does not identify or considers presently irrelevant may have an integral effect on the business operations, business results, and financial standing of the company.  

Updates

26.10.2022: ArcDia's webinar recording

ArcDia International Oy Ltd recording of the webinar held on 25.10. ArcDia's CEO Vesa Kemppainen is discussing the company's business situation and future prospects. Note that the webinar is only in Finnish.

6.10.2022: Prolongation of the funding round

The Board of Directors decided to prolong the subscription period until November 11th 2022.

An update was made to the Issue Terms section under paragraph "Options, authorisations and convertible bonds".