Announcement PDF Click to edit Master title style Proposed Acquisition and Capital Raising September 2024 © 2024 Enlitic, Inc. IMPORTANT NOTICE AND DISCLAIMER The following notice and disclaimer apply to this investor presentation (Presentation) and you are therefore advised to read this carefully before reading or making any other use of this Presentation or any information contained in this Presentation. By accepting this Presentation, you represent and warrant that you are entitled to receive this Presentation in accordance with the restrictions, and agree to be bound by the limitations, contained within it. The information in this Presentation does not take into account the particular investment objectives, financial situation, taxation position or needs of any person. You should not rely on the Presentation, and in all cases, you should conduct your own investigations and analysis of the financial condition, assets and liabilities, financial position and performance, profits and losses, prospects and business affairs of the Company, and the contents of this Presentation and seek legal, financial, tax and other professional advice. This Presentation is not and should not be considered an offer or an invitation to acquire New CDIs of the Company or any other securities or financial products and does not and will not form any part of any contract for the acquisition of New CDIs of the Company in relation to the Equity Raising. This Presentation is intended as an outline only of the proposed Equity Raising and does not purport to list or summarise all of the final terms and conditions of the proposed Equity Raising, nor to identify or define all or any of the risks that would be associated with an investment in the Company. This Presentation is dated 2 September 2024 and has been prepared by Enlitic, Inc. (ARBN 672 254 027) (ASX: ENL, Enlitic or the Company) to provide summary information about the proposed acquisition by the Company of 100% of Laitek Inc. (Laitek) (Proposed Acquisition), and the associated equity raising comprising (i) an institutional placement of new fully paid chess depository interests (New CDIs) in the Company to certain persons in Australia and select foreign jurisdictions who are institutional, sophisticated and professional investors (Conditional Placement), and (ii) an offer of New CDIs to eligible CDI holders under a security purchase plan (subject to obtaining any necessary ASX waivers) (SPP) (the Conditional Placement and SPP together being the Equity Raising). The Conditional Placement (including, for the avoidance of doubt, participation by any Directors) and the issue of Scrip Consideration in respect of the Proposed Acquisition, is conditional on the approval of the Company's securityholders. As a company incorporated in Delaware, securityholder approval will also be required to amend Enlitic’s constituent documents to facilitate the Equity Raising. Further details in respect of the proposed SPP will be provided in due course. The Equity Raising is not underwritten. The Conditional Placement is jointly lead managed by MST Financial Pty Ltd and Taylor Collison Pty Ltd (Joint Lead Managers). Determination of eligibility of investors for the purposes of the Equity Raising is determined by reference to a number of matters, including legal requirements and the discretion of the Company and the Joint Lead Managers. You acknowledge and agree that you will rely on your independent assessment of any information, statements or representations contained in this Presentation and such reliance will be entirely at your own risk. By accepting this document, you acknowledge and agree to the terms set out below. Foreign restrictions This Presentation does not constitute or form a part of any offer or solicitation to purchase, subscribe or sell securities in the United States or any other jurisdiction in which such an offer would be illegal. No public offering of the New CDIs will be made in the United States or in any other jurisdiction where such an offering is restricted or prohibited. Accordingly, this Presentation may not be reproduced in whole or in part, nor may any of its contents be divulged to any third party without the prior consent in writing of Enlitic. The distribution of this Presentation in jurisdictions outside Australia may be restricted by law and you should observe such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities law. The New CDIs and the shares of common stock underlying the New CDIs referred to in this Presentation have not been, and will not be, registered under the U.S. Securities Act of 1933 (US Securities Act) or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States, to "U.S. persons" (as defined in Rule 902(k) under the US Securities Act) (U.S. Persons) or to persons acting for the account or benefit of U.S. Persons unless the securities are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States. Please refer to Appendix C: "International Offer Restrictions" for more information. Summary information This Presentation contains only summary information about certain current activities of Enlitic as at the date of this Presentation. The information in this Presentation is of a general nature and does not purport to be complete, nor does it include all information that prospective investors would require to evaluate their investment in the Company, nor does it contain all of the information which would be required to be disclosed in a prospectus, product disclosure statement or other offer document under Australian law or under any other law. This Presentation has not been filed, registered or approved by regulatory authorities in any jurisdiction. The Company may, in its absolute discretion, but without being under any obligation to do so, update or supplement this Presentation or the announcement to which it is attached. Any further information will be provided subject to the terms and conditions in this notice and disclaimer. This Presentation should be read in conjunction with Enlitic’s other periodic and continuous disclosure announcements lodged with the ASX, which are available at www.asx.com.au. Enlitic’s CDIs are traded on ASX in reliance on the safe harbour provisions of Regulation S under the US Securities Act of 1933 as amended, and in accordance with the procedures established pursuant to the provisions of a no action letter dated 7 January 2000 given to ASX by the staff at the US Securities and Exchange Commission. The relief was given subject to certain procedures and conditions described in the no action letter. One of the conditions is that the issuer provides notification of the Regulation S status of its securities in communications such as this Presentation. Disclaimer Reliance should not be placed on information or opinions contained in this Presentation and, subject only to any legal obligation to do so, Enlitic does not have any obligation to correct or update the content of this Presentation. The information in this Presentation remains subject to change without notice. Enlitic reserves the right to withdraw or vary the transactions described in this Presentation without notice. Recipients should read the “Key Risks” section of this Presentation for a non-exhaustive summary of the key risks that may affect the Company, its financial and operating performance and key risks associated with the Capital Raising and an investment in the Company. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed upon, the currency, accuracy, reliability, completeness or fairness of the information, opinions and conclusions contained in this Presentation or as to the reasonableness of any assumptions contained herein or in any other information made available (whether in writing or orally) to the recipient. None of the Company, its related bodies corporate, securityholders or affiliates, or any of their respective officers, directors, employees, affiliates, partners, representatives, consultants, agents or advisers (each a Limited Party) guarantees or makes any representations or warranties, express or implied, as to, or takes responsibility for, the currency, accuracy, reliability, completeness or fairness of this Presentation or the information, assumptions, opinions and conclusions contained in this Presentation. The Company does not represent or warrant that this Presentation is complete or that it contains all material information about the Company. To the maximum extent permitted by law, each Limited Party expressly disclaims any and all liability (whether direct, indirect, consequential or contingent), including, without limitation, any liability arising out of fault or negligence on the part of any person, for any expenses, damages, costs or loss arising from the use of information contained in this Presentation or in relation to the accuracy or completeness of the information, statements, opinions or matters, express or implied, contained in, arising out of or derived from, or for omissions from, this Presentation, including, without limitation, any financial information, any estimates or projections and any other financial information derived therefrom. Not a prospectus or an offer Nothing in this Presentation should be construed as either an offer or a solicitation of an offer to buy or sell securities in the Company in any jurisdiction or be treated or relied upon as a recommendation or advice by the Company to buy or subscribe for securities. The Presentation is for informational purposes only and is not a prospectus, disclosure document, product disclosure statement or other offering document under Australian law or the law of any other jurisdiction. Accordingly, it does not contain all the information required to be included in an offer document prepared in accordance with the requirement of the Corporations Act 2001 (Cth) and has not been lodged with the Australian Securities and Investments Commission or any other financial services or securities regulator. Any investor that intends to deal in any existing or prospective securities of the Company is required to make its own independent investigation and appraisal of the business and financial condition of the Company group and the nature of the securities at the time of such dealing. No one has been authorised to give any information or to make any representations other than those contained in this Presentation, and if given or made, such information or representations must not be relied upon as having been authorised by the Company, the Joint Lead Managers or their respective affiliates. The information contained in this Presentation does not constitute investment or financial product advice (nor taxation, accounting, or legal advice) and is not intended to be used as the basis for making an investment decision. None of the Company or any of the other Limited Parties act, or are responsible, as a fiduciary to you, your directors, officers, employees, affiliates, partners, representatives, consultants, agents, advisers, securityholders, creditors or any other person. You and each of the Company and the other Limited Parties expressly disclaim any fiduciary relationship. The Company and the other Limited Parties are relying on you complying with this important notice and disclaimer and on the truth and accuracy of the representations, warranties, undertakings and acknowledgments given by you. 2 © 2024 Enlitic, Inc. IMPORTANT NOTICE AND DISCLAIMER (cont) Future performance and forward-looking statements Any pro forma financial information does not purport to be in compliance with Article 11 of Regulation S-X of the Rules of the U.S. Securities and Exchange Commission and has not been prepared with a view towards compliance with the published guidelines of the U.S. Securities and Exchange Commission or the American Institute of Certified Public Accountants for the preparation and presentation of pro forma financial information. In addition, the historical and pro forma financial information is presented in abbreviated form and does not include all of the presentation and disclosures of general purpose financial statements prepared in accordance with applicable accounting standards and accounting interpretations. This Presentation may contain certain forward-looking statements, forecasts, estimates, projections and comments about future events, including the Company's beliefs, assumptions and expectations about the performance of its businesses and certain strategic transactions and the recovery of domestic and global airline booking levels. Forward looking statements can generally be identified by the use of forward-looking words such as, "expect", "anticipate", "likely", "intend", "should", "could", "may", "predict", "plan", "propose", "will", "believe", "forecast", "estimate", "goals", "aims", "target" and other similar expressions. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward-looking statements. Forward looking statements involve inherent risks and uncertainties, both general and specific, including the risk factors described under the “Key Risks” section of this Presentation, and there is a risk that such predictions, forecasts, projections and other forward-looking statements will not be achieved. A number of important factors, both known and unknown, could cause the Company's actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements, and many of these factors are beyond the Company's control, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. As such, there can be no assurance that actual outcomes will not differ materially from these statements. There are usually differences between forecast and actual results because events and actual circumstances frequently do not occur as forecast and their differences may be material. Non-IFRS financial measures This Presentation contains a number of non-IFRS financial measures under ASIC Regulatory Guide 230: 'Disclosing non-IFRS financial information' published by ASIC and also 'non-GAAP financial measures' within the meaning of Regulation G under the U.S. Securities Exchange Act, as amended, and are not recognised under AAS and International Financial Reporting Standards (IFRS). The non-IFRS/non-GAAP financial information (if any) has not been subject to audit or review and includes pro forma EBITDA. Such non-IFRS financial information/non-GAAP financial measures do not have a standardised meaning prescribed by AAS or IFRS. Therefore, the nonIFRS financial information may not be comparable to similarly titled measures presented by other entities, and should not be construed as an alternative to other financial measures determined in accordance with AAS or IFRS. Although the Company believes this information provides useful information for investors and form key performance indicators for the Company investors are cautioned not to place undue reliance on any non-IFRS financial information/non-GAAP financial measures included in this Presentation. Any forward-looking statements are provided as a general guide only and should not be relied on as an indication or guarantee or predictions of future performance. As such, no undue reliance should be placed on any forward-looking statement, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the aftereffects of COVID-19 pandemic and certain geopolitical tensions. Past performance is not necessarily a guide to future performance, and no representation or warranty is made by any person as to the likelihood of achievement or reasonableness of any forward-looking statements or other forecast. Nothing contained in this Presentation, or any other information made available to you is, or shall be relied upon as, a promise, representation, warranty or guarantee as to the past, present or the future performance of the Company. None of the Company or any other Limited Party makes any representation or warranty as to the accuracy of any forward-looking statements contained in this Presentation. Forward looking statements speak only as at the date of this Presentation, and the Limited Parties disclaim any obligations or undertakings to release any update of, or revisions to, any forward-looking statements in this Presentation, except as required by law or regulation (including the ASX Listing Rules). Third party information Certain market and industry data (including industry forecasts, projections, market sizes, market shares and market positions) included in this Presentation has been obtained from public filings, research, surveys or studies conducted by third parties, including industry and general publications, which has not been independently verified by the Company, as well as from the Company's own internal estimates and research. The Company cannot warrant or guarantee the adequacy, fairness, accuracy or completeness of such information. You should note that market data and statistics are inherently predictive and subject to uncertainty and not necessarily reflective of actual market conditions. There is no assurance that any of the industry or market forecasts, including management estimates, which are referred to in this Presentation will be achieved. In addition, such data involves a number of assumptions and limitations, and there can be no guarantee as to the accuracy or reliability of such assumptions. In addition, while the Company believes its own estimates and research are reliable, such estimates and research have not been verified by any independent source. Financial data Financial information contained in this Presentation (if any) is unaudited, unless otherwise stated, and is therefore subject to change. You should be aware that this Presentation has been prepared at a time when the review of the financial information contained in the Presentation has not been completed and, accordingly, the Company takes no responsibility for, and can provide no assurance as to the reliability of, any information relating to the financial condition and/or financial and operating performance of the Company. Recipients of this Presentation are cautioned therefore to not place any reliance on the financial (or other) information included in the Presentation. A number of figures, amounts, percentages, estimates, calculations of value and fractions in this Presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this Presentation. All dollar values are in U.S. dollars (US$) unless otherwise stated. This Presentation may contain trademarks and trade names of third parties, which are the property of their respective owners. Third party trademarks and trade names used in this Presentation belong to the relevant owners and use is not intended to represent sponsorship, approval or association by or with the Company. Effect of rounding A number of figures, amounts, percentages, estimates, calculations of value and fractions in this Presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this Presentation. Pro forma financial information This Presentation contains pro forma financial information reflecting the Proposed Acquisition and Equity Raising. The pro forma financial information provided in this Presentation is for illustrative purposes only and is not represented as being indicative of the Company's (or anyone else's) views on the Company's future financial position and/or performance. The pro forma financial information has been prepared by the Company in accordance with the measurement and recognition requirements, but not the disclosure requirements, of applicable accounting standards and other mandatory requirements in Australia and the United States. 3 © 2024 Enlitic, Inc. IMPORTANT NOTICE AND DISCLAIMER (cont) Limitation on information relating to Laitek All information in this Presentation relating to Laitek, including in relation to historical performance and operations, historical costs, forecasts concerning Laitek's calendar year 2024 financial performance and other financial information has been sourced from the vendors. Investors should note that Laitek is a privately held company, which means that it is not subject to the same continuous disclosure requirements as publicly listed companies in Australia (such as Enlitic) and does not publish or file periodic or other continuous disclosure reports with the ASX or in any other jurisdiction. Accordingly, the publicly available information concerning Laitek may be more limited than that for listed companies. Enlitic has conducted due diligence in relation to Laitek, its operations and the Proposed Acquisition, but has not independently verified the accuracy, reliability or completeness of all such information and, to the maximum extent permitted by law, makes no representation or warranty, expressed or implied, as to the fairness, accuracy, correctness, completeness or adequacy of any information relating to those. If any such information provided to, and relied upon by, Enlitic in its due diligence and in its preparation of this Presentation proves to be incorrect, incomplete or misleading, there is a risk that the actual financial position and performance of Laitek (and the financial position and performance of Enlitic following the Proposed Acquisition) may be materially different to the expectations reflected in this Presentation. Nothing in this Presentation can be relied on as implying that there has been no change to any information relating to Laitek or its operations since the date of this Presentation, or as a representation as to future matters in relation to Laitek. The vendors have not prepared this Presentation, do not make any statement contained in it and has not caused or authorised its release. The vendors expressly disclaim any liability in connection with this Presentation, and any statement contained in it, to the maximum extent permitted by law. Key investment risks There are a number of risks specific to the Proposed Acquisition, the Equity Raising, Laitek, Enlitic and of a general nature which may affect the future operating and financial performance of Enlitic and the value of an investment in Enlitic, including but not limited to risks associated with the Equity Raising (including, for the avoidance of doubt, participation by any Directors, and an amendment to Enlitic’s constituent documents to facilitate the Equity Raising) and the issue of Scrip Consideration in respect of the Proposed Acquisition, being subject to securityholder approval and the Company raising not less than US$4 million and, an amendment to the Company’s certificate of incorporation increasing the amount of authorized stock available for issuance in connection with the fundraising being approved by securityholders, being a condition precedent to the Proposed Acquisition, and associated going concern risks. An investment in New CDIs under the Equity Raising is subject to known and unknown risks, some of which are beyond the control of Enlitic. Enlitic does not guarantee any particular rate of return or the performance of the Company. Investors should have regard to the risk factors outlined in this Presentation under Appendix B: ”Key Risks” when making their investment decision. SPP The offer booklet for the SPP (SPP Booklet) is expected to be available to eligible CDI holders following its lodgement with the ASX. Any eligible CDI holder who wishes to participate in the SPP should consider the SPP Booklet in deciding whether to apply under that offer. Any eligible CDI holder who wishes to apply for New CDIs under the SPP will need to apply in accordance with the instructions contained in the SPP Booklet and the SPP application form. This Presentation does not constitute financial product advice and does not and will not form part of any contract for the acquisition of New CDIs including under the SPP. 4 © 2024 Enlitic, Inc. Introduction 5 © 2024 Enlitic, Inc. EXECUTIVE SUMMARY Enlitic announces raising of A$22.5 million (before costs) Company and technology overview Robust pipeline and accelerated commercialisation • • Enlitic’s pipeline of possible client opportunities, which is measured on an estimated total contracted value basis, currently sits at approximately US$98.8M1 – Whilst the gross number has grown minimally since listing in December 2023, a growing number of Enlitic’s pipeline targets are moving into proof of concept (POC) and contracting stages – The introduction of Ensight 2.0, key OEM integrations and a growing number of channel partners are expected to play a crucial role in accelerating the conversion of clients in Enlitic’s pipeline • • Proposed Acquisition of Laitek – – – Equity Raising (1) (2) (3) Enlitic is a software development company that uses artificial intelligence to develop software products that manage medical imaging data in radiology (such as MRI, CT scans, X-ray and ultrasound images) and licences such products to healthcare providers Enlitic has recently released Ensight 2.0 to the market, having brought forward its development by over 18 months, to deliver a more comprehensive service offering and service a growing demand for new client use cases • • • • • • Laitek is considered a strong strategic fit and meets Enlitic’s expected outcomes when assessing potential acquisitions. This proposed acquisition represents an inflection point for Enlitic and is expected to deliver on the following: – Increases the value of Enlitic’s Use Cases; – Moves critical technology in-house; – Identification of potential high value sales leads; and, – Significant value creation for Enlitic’s securityholders Consideration payable for the Proposed Acquisition of Laitek totals to US$4.95M, of which US$4.0M is payable in cash and the remaining US$0.95M payable in scrip (subject to securityholder approval) There will be no changes to the board or senior management of Enlitic as part of, or in connection with, the Proposed Acquisition A summary of the key terms of the stock purchase agreement are set out in Enlitic’s ASX announcement dated 29th August 2024 Enlitic has received firm commitments to raise A$22.5 (before costs) via a Conditional Placement at A$0.05 per CDI, subject to securityholder approval (Conditional Placement)2 Offer price under the Conditional Placement represents a 45.7% discount to the closing price of Enlitic’s CDIs on Wednesday, 28 August 2024 Assuming A$22.5 million is raised under the Conditional Placement, Enlitic will have a pro forma cash balance of US$10.7 million3. More information on the Equity Raising can be found on slide 26 It is currently expected that the Conditional Placement (if approved by securityholders) should be sufficient to fund Enlitic’s ongoing operations through to cash flow breakeven (refer to the “Key Risks” section generally, and specifically the risks set out in the “Equity Raising Risks” section) Two of Enlitic’s Directors have committed to subscribe for 1 million new CDIs each in the Conditional Placement ($50,000 each), subject to securityholder approval The Company also intends to conduct a security purchase plan (subject to obtaining any necessary ASX waivers) (SPP) to eligible CDI holders with a registered address in Australia and New Zealand at A$0.05 per CDI. The targeted raising size will be up to approximately A$1.3M (before costs). Further details in respect of the SPP will be provided in due course Represents the total contracted minimum license revenue to be charged over the term (generally 3 years of contracts entered into with customers) of the contract plus ancillary revenue (as applicable) As a company incorporated in Delaware, securityholder approval will also be required to amend Enlitic’s constituent documents to facilitate the Equity Raising Immediately after completion of the Conditional Placement (assuming securityholder approvals are obtained and excluding any proceeds raised from the SPP) 6 © 2024 Enlitic, Inc. STRATEGIC PRIORITIES FOR ACQUISITIONS Laitek is considered a strong strategic fit and meets all of Enlitic’s expected outcomes when assessing potential acquisitions 1 Increase commercialisation Increase penetration of our products with clients ✓ 2 Add complementary products Enhance our product offering with additive product segments ✓ 3 Add to or strengthen our technological advantage Continue strengthening and advancing our leading technology ✓ 4 Create value for securityholders Generate attractive returns from acquisitions by extracting the benefits ✓ 7 © 2024 Enlitic, Inc. TRANSACTION OVERVIEW The Proposed Acquisition of Laitek and Equity Raising • Transaction overview • • • • • • Consideration payable to the Sellers for the shares in Laitek comprises: – Cash of US$4M: Payable from the funds raised under the Conditional Placement; and, – Scrip of US$0.95M: US$0.95 million payable via the issuance of up to 28,744,3202 new common stock in Enlitic (Common Stock) at a deemed issue price of A$0.05 per Common Stock to the Sellers, conditional on securityholder approval being obtained at the EGM expected to be held in early October. The Common Stock issued to the Sellers will be escrowed for a period of 9 mon