
Financial Position and Performance - The consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) effective for accounting periods beginning January 1, 2024[22]. - The company has incurred substantial debt, which could impair flexibility and access to capital, adversely affecting financial position[39]. - The company has a history of losses from operations and negative cash flows from operating activities, which may continue in the future[39]. - The company expects to require future additional capital to continue as a going concern[39]. - The company incurred net losses of US24.0 million for the years ended December 31, 2024 and 2023, respectively, with negative cash flows from operating activities of US11.6 million[57]. - The company has a history of negative cash flows from operating activities, raising concerns about its ability to continue as a going concern[58]. - As of December 31, 2024, the total indebtedness was approximately US75.5 million[62]. - The anticipated annual cash interest expense on US10.8 million[72]. - The company incurred an increase in indebtedness of US84.9 million between January 2025 and May 2025[71]. - The company expects to need additional capital in the future, and market conditions may hinder access to funding[59]. Business Strategy and Operations - The company’s long-term success depends on the successful development and commercialization of new products, particularly in the biosensor area[39]. - The transformation plan initiated in April 2024 aims to improve financial performance through cost-saving initiatives, including consolidating manufacturing and outsourcing[81]. - The company plans to reduce costs by changing suppliers and negotiating new deals, as well as simplifying internal operations[82]. - The company made several acquisitions in 2024, including biosensor assets from Waveform and Metabolomic Diagnostics, aiming to expand into maternal health and oncology markets[85]. - The company is facing potential civil claims from the DOJ related to approximately US5.5 million if claims are pursued[90]. - The company may need to raise capital through debt or equity offerings to fund operations and obligations[65]. - The company may encounter difficulties in realizing the potential financial or strategic benefits of recent business acquisitions[39]. - The company is monitoring the impact of geopolitical events, such as the Israel-Hamas and Russia-Ukraine wars, on market conditions and financing availability[59]. Regulatory and Compliance Risks - The company is subject to regulatory risks, including potential delays in obtaining FDA approvals, which could negatively impact product commercialization[51]. - The company’s inclusion in national HIV testing algorithms is critical for sales, and legal challenges to these algorithms could adversely affect business[55]. - The company faces significant competition in the diagnostics industry, with major competitors including Abbott, Roche, and Siemens, which could impact market share and revenues[45]. - The company is subject to regular tax reviews and audits, and disagreements with tax authorities could lead to additional tax liabilities, impacting financial condition[138]. - Changes in the U.S. tax code could significantly affect the company's profitability and the valuation of deferred tax assets and liabilities[139]. - The company is subject to ongoing and extensive post-market regulatory requirements, impacting manufacturing, labeling, and marketing[166]. - Regulatory compliance costs are increasing, and failure to maintain necessary approvals could hinder the ability to market products[157]. - The process for obtaining FDA clearance or approval for medical devices is lengthy and costly, with no assurance of timely approval[159]. - The company is subject to increased scrutiny from the U.S. Department of Justice regarding interactions with healthcare providers, which could lead to investigations and additional compliance costs[189]. Market and Economic Conditions - Changes in global economic conditions may have a material adverse impact on the company's results[39]. - Global trade issues and uncertainties may adversely affect the company's costs and competitiveness, impacting financial results[73]. - The ongoing uncertainty regarding international trade and tariffs poses a risk to the company's cost of goods sold and supply chain stability[100]. - Global economic conditions, including the invasion of Ukraine and the Israel-Hamas war, have increased market volatility and uncertainty, potentially impacting demand for products[111]. - The company has seen disruptions to ordering patterns and demand for its rapid HIV tests due to changes in U.S. government funding, with an estimated 15-20% cut in overall U.S. government spending for development-related programs[49]. Research and Development - The company incurred capitalized R&D expenses of US1.8 million in 2023 and US$4.5 million in 2022, indicating a strong commitment to R&D following the acquisition of biosensor technology[91]. - Future liquidity and capital requirements will depend on the success of research and product development efforts, particularly in biosensor technology[84]. - The company expects to incur significantly higher R&D costs due to the acquisition of biosensor technology, impacting future financial performance[91]. - The company faces challenges in conducting clinical trials, which are necessary for product approvals, and delays or failures in these trials could adversely affect business prospects[144]. Supply Chain and Manufacturing Risks - Significant interruptions in production at principal manufacturing facilities could adversely affect business and operating results[39]. - The company relies on third-party suppliers for critical components, and disruptions in supply chains could adversely affect manufacturing and sales[98]. - The company experienced interruptions in international supply chains in 2024, which may continue to affect production and fulfillment schedules[114]. - The company faces risks related to manufacturing interruptions, including reliance on third-party manufacturers and potential compliance issues[116][117]. Intellectual Property and Competition - The company holds several active patents, but there is no assurance that these patents will provide sufficient protection against competitive threats or that future patent applications will be successful[197]. - Trade secrets and confidential know-how are critical to the company's success, but there is no guarantee that proprietary information will remain protected[200]. - The diagnostic industry faces prevalent litigation over intellectual property rights, which could lead to costly disputes and limit product sales[205]. - As the diagnostics market grows, the company may face increased patent infringement claims from third parties[206]. - Defending against infringement claims could divert significant resources and lead to substantial litigation expenses[207]. Management and Governance - Approximately 9.6% and 12.5% of the voting share capital is owned by affiliates of Perceptive Credit Holdings III, LP and MiCo IVD Holdings, LLC, respectively, which may influence management decisions[42]. - The company is highly dependent on its senior management team and key employees, and the loss of these individuals could adversely affect operations[43]. - Changes in senior management, including the appointment of a new CEO and CFO, could impact operational effectiveness and results[125][126]. - Ownership concentration by MiCo (12.5%) and Perceptive (9.6%) may influence management decisions and deter favorable transactions for other shareholders[213][214]. Cybersecurity and Data Privacy - Cybersecurity risks, including potential data breaches, could disrupt operations and compromise sensitive data, impacting financial condition and reputation[128][129]. - Compliance with evolving data privacy and cybersecurity regulations may result in significant costs and operational changes for the company[133]. Environmental, Social, and Governance (ESG) Considerations - Increasing scrutiny regarding Environmental, Social, and Governance (ESG) policies may impose additional costs and risks, potentially affecting access to capital[143].