Letter from the Chair
Dear investor,

On behalf of the board, it is my pleasure to offer you the opportunity to become a shareholder in Lumos Diagnostics Holdings Limited (Lumos).

Lumos is a fully integrated developer and manufacturer of point-of-care (POC) diagnostic tests, with corporate headquarters in Melbourne Australia, and manufacturing facilities in California and Florida in the United States. The business was founded in 2015 by Planet Innovation (located in Melbourne, Australia) and merged with Florida-based Rapid Pathogen Screening, Inc. in 2019.

Lumos develops and manufactures proprietary and in-licensed POC diagnostic tests for commercial sale through distributors under its Products division, and develops and manufactures POC diagnostic tests for clients under fee-based commercial contracts, under its Commercial Services division. Lumos’ Products and Commercial Services divisions are underpinned by its technology platform, which includes Lumos’ patents, know-how, expertise, skills and capabilities for developing lateral flow POC diagnostic tests for different commercial applications and markets, in addition to a range of customisable digital reader formats and digital applications (hardware and software tools) developed by Lumos.

In FY20, Lumos launched FebriDx®, a POC diagnostic test that is able to rapidly identify patients with a microbial infection and, if positive, determine if that infection is caused by a virus or bacteria. Lumos has already appointed distributors and commenced initial commercial sales of FebriDx® in target markets including the United Kingdom, Germany and Canada. An initial 510(k) submission for regulatory clearance for FebriDx® in the United States is currently under review with the US Food and Drug Administration (FDA) for the use of FebriDx® to differentiate viral from bacterial infection in patients with acute respiratory infections. Subject to approval from the FDA for FebriDx®, Lumos intends to launch the product into the United States market.

Lumos is led by an experienced senior leadership team and has a track record of achieving revenue growth. For example, in 1H21 Lumos’ Commercial Services division generated revenue of $9.8m compared to revenue of $3.3m in 1H20, while its Products division generated 1H21 revenue of $1.7m compared to revenue of $0.1m for 1H20. Lumos made a pro-forma EBITDA loss of $17.7m in FY20, reflecting continued investment in sales and marketing, clinical trials, facilities expansion, manufacturing scale-up, research & development and building out the senior leadership team and is not expected to be profitable in the prospectus forecast period.

The purpose of the offer is to provide funding and financial flexibility to support Lumos’ growth strategy and future growth opportunities; broaden Lumos’ shareholder base and provide a liquid market for shares; provide Lumos with the benefits of an increased brand profile that may arise from being a publicly listed entity; and provide existing securityholders with an opportunity to realise a portion of their investment in Lumos.

The offer will raise $63.0m at $1.25 per share, comprising the offer of $38.0m of new shares by Lumos, and $25m of existing shares allowing existing securityholders an opportunity to realise part of their investment in Lumos. Upon completion of the offer, new shareholders are expected to hold approximately 33.6% of Lumos shares and existing securityholders will retain approximately 66.4% of Lumos shares, of which approximately 75.6% of those shares will be escrowed voluntarily following the completion of the offer, with a staged release.

This prospectus contains detailed information about the offer, the industry in which Lumos operates, Lumos’ growth strategies, and its financial and operating performance. Risk factors that could affect Lumos’ business, including its financial position, performance and prospects, include risks in relation to regulatory approvals and responsibilities; product acceptance; reliance on distributors and clients and suppliers; timing of orders and services; and risks in investing in shares generally. These and other risk factors are described in further detail in section 5 and should be considered in detail before making any investment decision. It is important that you read this prospectus in its entirety, and if you have any queries consult with your accountant, financial adviser, stockbroker, lawyer or other professional adviser before making any investment decision.

On behalf of my fellow directors, I look forward to welcoming you as a shareholder in Lumos.

Yours sincerely,

Sam Lanyon
Executive Chair, Lumos Diagnostics Holdings Limited
Offer Summary
On 7 June 2021, Lumos Diagnostics Holdings Limited ACN 630 476 970 (the Company or Lumos) (Company or Lumos) and Lumos Diagnostics SaleCo Limited ACN 650 279 511(SaleCo) (together, the Offerors) announced an offer to acquire fully paid ordinary shares (Shares) in Lumos.

The Corporations Act prohibits Lumos from processing applications to subscribe for, or acquire, Shares offered under this Prospectus (Applications) in the seven-day period after lodgement of this Prospectus with ASIC (Exposure Period). This Exposure Period may be extended by ASIC by up to a further seven days. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. The examination may result in the identification of deficiencies in this Prospectus, in which case any Application may need to be dealt with in accordance with section 724 of the Corporations Act.

Applications received during the Exposure Period will not be processed until after the expiry of the Exposure Period. No preference will be conferred on any Applications received during the Exposure Period. The Corporations Act prohibits any person from passing the Application Form on to another person unless it is attached to a paper copy of the Prospectus or the complete and unaltered electronic version of the Prospectus.

Capitalised terms used in this site have the meanings found in the Prospectus.

The Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (U.S. Securities Act), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States unless the Shares have been registered under the U.S. Securities Act or are offered and sold, in a transaction exempt from or not subject to, the registration requirements of the U.S. Securities Act or the securities laws of any state or any other jurisdiction in the United States.
Further Information
If you have any questions, you should seek advice from your stockbroker, accountant or other independent professional adviser or call the Lumos Offer Information Line on 1300 040 690 (within Australia) +61 3 9415 4100 (outside Australia) (Sydney time), Monday to Friday.

Investor-related questions? Get in touch!