Core Viewpoint - Cuprina Holdings is advancing its research on collagen peptides derived from American bullfrog skin, aiming to develop products for chronic wound management, infertility, and the cosmeceutical sector, with significant potential for commercial applications and market growth [1][8]. Group 1: Research Collaborations - The first study, a consultancy proposal with Republic Polytechnic, focused on generating bullfrog collagen peptides for sale as individual fragments or as a whole [2]. - The second study, a research collaboration with the National University of Singapore, aims to explore the use of bullfrog collagen peptides in 3D printable wound care dressings, supported by national funding [4]. - The third study, with the Singapore Institute of Technology, seeks to produce a superior powdered form of bullfrog collagen peptides for cosmeceutical applications [6]. Group 2: Product Development and Applications - Cuprina has identified methods to generate peptides for cosmeceutical applications, including skin moisturization and collagen remodeling, and is pursuing marketing opportunities with cosmeceutical companies [3]. - Testing is underway to integrate bullfrog collagen into microneedling patches, which could enhance wound healing by controlling inflammation [5]. - In vivo and in vitro tests have shown that bullfrog collagen exhibits superior properties, achieving 90% wound closure in 24 hours compared to 34% for bovine collagen [7]. Group 3: Market Potential - The global collagen peptides market is projected to grow from US$699 million in 2023 to US$922 million in 2028, reflecting a CAGR of 5.7%, driven by increased utilization across various sectors [8].

PART I [ITEM 3. KEY INFORMATION](index=7&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section details Cuprina's significant operational and financial risks, including net losses, regulatory hurdles, market acceptance challenges, and concentrated voting power [Risk Factors](index=7&type=section&id=D.%20Risk%20Factors) The company faces material business, operational, and share-related risks, including a history of losses, regulatory hurdles, and internal control weaknesses Net Loss and Accumulated Deficit (2022-2024) | Metric | 2022 | 2023 | 2024 | 2024 (USD) | | :--- | :--- | :--- | :--- | :--- | | **Net Loss** | S$1,094,516 | S$1,119,555 | S$1,560,535 | US$1,147,199 | | **Accumulated Deficit (as of Dec 31)** | - | - | S$4,561,053 | US$3,352,976 | Net Current Liabilities (2023-2024) | Date | Net Current Liabilities (S$) | Net Current Liabilities (US$) | | :--- | :--- | :--- | | **Dec 31, 2023** | S$2,990,424 | - | | **Dec 31, 2024** | S$4,384,999 | US$3,223,552 | - The lengthy, costly, and unpredictable FDA 510(k) clearance process for MEDIFLY and bullfrog collagen products poses a significant risk, as **failure to obtain clearance could harm the business**[43](index=43&type=chunk)[44](index=44&type=chunk)[47](index=47&type=chunk) - Maggot-based chronic wound care products, representing **71.2% of 2024 revenue**, are **not protected by patents**, relying on trade secrets and know-how, making them **vulnerable to competition**[85](index=85&type=chunk) - Expansion into mainland China and Hong Kong subjects the company to the PRC legal system and government influence, creating **regulatory and operational uncertainties**[144](index=144&type=chunk)[145](index=145&type=chunk)[146](index=146&type=chunk) - A dual-class share structure grants directors, officers, and principal shareholders control of **95.0% of total voting power**, **limiting Class A ordinary shareholder influence**[169](index=169&type=chunk)[171](index=171&type=chunk) - **Four material weaknesses** in internal controls were identified in 2023 and 2024 audits, including entity-level controls, accounting resources, segregation of duties, and contract documentation[201](index=201&type=chunk)[206](index=206&type=chunk) [ITEM 4. INFORMATION ON THE COMPANY](index=35&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) This section outlines Cuprina's business, products like MEDIFLY, strategic expansion, and the highly regulated environment it operates within [History and Development of the Company](index=35&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) Cuprina, founded in 2019, completed its U.S. IPO in April 2025, raising **US$10.85 million** in net proceeds - The company completed its **Initial Public Offering (IPO)** on **April 11, 2025**, issuing **3,000,000 Class A Ordinary Shares** at **US$4.00 per share**[208](index=208&type=chunk) - Including the over-allotment option, the IPO raised aggregate net proceeds of **US$10.85 million** after deducting discounts and expenses[208](index=208&type=chunk) [Business Overview](index=36&type=section&id=B.%20Business%20overview) Cuprina is a Singapore-based biomedical company focused on chronic wound management with products like MEDIFLY and a pipeline including collagen dressings and leech therapies Company Financial Snapshot (2022-2024) | Metric | 2022 | 2023 | 2024 | 2024 (USD) | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | S$56,599 | S$100,773 | S$48,321 | US$35,522 | | **Net Loss** | S$1,094,516 | S$1,119,555 | S$1,560,535 | US$1,147,199 | - The primary commercialized product is **MEDIFLY**, medical-grade sterile blowfly larvae bio-dressings for **Maggot Debridement Therapy (MDT)** in chronic wounds[215](index=215&type=chunk) - The product pipeline includes innovative chronic wound care solutions like **collagen dressings** from bullfrog skin and **medical leech therapies (hirudotherapy)**[215](index=215&type=chunk)[218](index=218&type=chunk) - Key strategies include **expanding into new geographic markets** (Southeast Asia, Middle East, China) via partnerships, **expanding the product portfolio** through R&D, and **strengthening brand awareness**[238](index=238&type=chunk)[241](index=241&type=chunk)[243](index=243&type=chunk) Customer and Supplier Concentration (FY 2023-2024) | Metric | FY 2023 | FY 2024 | | :--- | :--- | :--- | | **Sales to 5 Largest Customers** | 81.2% | 71.2% | | **Sales to Largest Customer** | 22.0% | 23.8% | | **Purchases from 5 Largest Suppliers** | 88.7% | 85.4% | | **Purchases from Largest Supplier** | 34.6% | 67.4% | [ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS](index=84&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) This section analyzes the company's financial performance, noting a **52.0% revenue decrease** in 2024, increased net loss, and reliance on IPO proceeds for liquidity [Operating Results](index=85&type=section&id=A.%20Operating%20results) Operating results show a **52.0% revenue decline** in 2024, leading to a gross loss and a widened net loss of **S$1.56 million** due to increased operating expenses Consolidated Statement of Operations Summary (2022-2024) | Metric (S$) | 2022 | 2023 | 2024 | | :--- | :--- | :--- | :--- | | **Revenue** | 56,599 | 100,773 | 48,321 | | **Gross Profit (Loss)** | 19,978 | 36,605 | (3,024) | | **Operating Expenses** | (1,195,766) | (1,104,934) | (1,642,235) | | **Net Loss** | (1,094,516) | (1,119,555) | (1,560,535) | - Revenue decreased by **52.0%** in FY2024, primarily due to reduced sales of **MEDIFLY products** in Singapore and Hong Kong, with patient numbers falling from **135 in 2023 to 78 in 2024**[577](index=577&type=chunk) - Operating expenses increased by **48.6%** in FY2024, mainly from a **49.5%** rise in SG&A due to higher **professional fees for the IPO**, **increased payroll**, and rebranding[581](index=581&type=chunk)[582](index=582&type=chunk)[587](index=587&type=chunk) - Research and development costs increased by **43.9%** in FY2024, primarily due to higher salaries and contributions for R&D staff, including a new hire[588](index=588&type=chunk) [Liquidity and Capital Resources](index=95&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) The company relies on shareholder financing and bank loans, with **S$1.24 million** net cash outflow from operations in 2024, but IPO proceeds of **US$10.85 million** are expected to provide sufficient liquidity Consolidated Cash Flow Summary (2022-2024) | Metric (S$) | 2022 | 2023 | 2024 | | :--- | :--- | :--- | :--- | | **Net cash used in operating activities** | (1,849,674) | (894,981) | (1,235,981) | | **Net cash used in investing activities** | (31,284) | (67,977) | (21,884) | | **Net cash provided by financing activities** | 1,678,502 | 433,075 | 1,340,977 | | **Cash and cash equivalents, at end of year** | 564,576 | 35,263 | 116,472 | - The company's primary liquidity sources have been **bank loans** and **equity/loan contributions from shareholders**[608](index=608&type=chunk) - As of December 31, 2024, total contractual obligations were **S$6.17 million**, with **S$6.04 million** due within one year, primarily **S$5.63 million** to related parties[632](index=632&type=chunk) - Management believes existing cash and net IPO proceeds will be **sufficient to meet cash needs for the next 12 months**[611](index=611&type=chunk)[632](index=632&type=chunk) [ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES](index=99&type=section&id=ITEM%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) This section details the company's leadership, compensation, and board structure, noting **S$328,800** aggregate compensation in FY2024 and **95.0%** voting control by principal shareholders Aggregate Compensation of Directors and Executive Officers | Year | Aggregate Cash Compensation (S$) | | :--- | :--- | | **2023** | 289,128 | | **2024** | 328,800 | - The Board consists of **five members**, **three independent**, staffing the **audit, compensation, and nominating and corporate governance committees**[671](index=671&type=chunk)[672](index=672&type=chunk) Share Ownership of Directors, Officers, and Principal Shareholders | Name/Group | % of Aggregate Voting Power | | :--- | :--- | | **Mr. Teo Peng Kwang (Non-Executive Director)** | 39.3% | | **Mr. Jimmy Lee Peng Siew (Non-Executive Director)** | 34.7% | | **Mr. David Quek Yong Qi (CEO & Director)** | 21.0% | | **All directors and executive officers as a group** | 95.0% | | **Cuprina Holding Pte. Ltd. (Principal Shareholder)** | 95.0% | [ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS](index=106&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) This section details major shareholders and related party transactions, noting **S$5.63 million** due to related parties as of December 31, 2024, primarily for working capital Amounts Due to Related Parties (as of Dec 31, 2024) | Related Party | Relationship | Amount (S$) | Amount (US$) | | :--- | :--- | :--- | :--- | | **Cuprina Holding Pte. Ltd.** | Shareholder | 2,931,765 | 2,155,234 | | **Jimmy Lee Peng Siew** | Beneficial Owner | 1,451,629 | 1,067,139 | | **Teo Peng Kwang** | Beneficial Owner | 620,822 | 456,386 | | **David Quek Yong Qi** | Beneficial Owner | 237,618 | 174,681 | | **Total (including others)** | | **5,625,996** | **4,135,849** | - Amounts due to related parties are primarily for working capital, largely **interest-free, unsecured, and due on demand**, highlighting **reliance on shareholder financing**[702](index=702&type=chunk) [ITEM 10. ADDITIONAL INFORMATION](index=108&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) This section covers articles of association, material contracts, and taxation, including the **17%** Singapore corporate tax rate and the risk of **PFIC** classification for U.S. investors - The company is subject to a **17% corporate tax rate** in Singapore, its primary place of operation[569](index=569&type=chunk)[725](index=725&type=chunk)[729](index=729&type=chunk) - There is a risk of **Passive Foreign Investment Company (PFIC)** classification for U.S. federal income tax purposes, potentially leading to **adverse tax consequences** for U.S. Holders[182](index=182&type=chunk)[740](index=740&type=chunk)[742](index=742&type=chunk) - The company **does not intend to provide** information for U.S. Holders to make a **Qualified Electing Fund (QEF) election**, which could mitigate some adverse PFIC tax effects[746](index=746&type=chunk) [ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK](index=114&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURE%20ABOUT%20MARKET%20RISK) The company's primary market risks include credit, interest rate, liquidity, and foreign exchange, with foreign exchange risk considered minimal due to Singapore Dollar transactions - Credit risk is managed by dealing with **high credit rating counterparties** and monitoring receivable balances[758](index=758&type=chunk)[759](index=759&type=chunk) - Liquidity risk stems from **mismatches in maturities** of financial assets and liabilities, managed by **maintaining adequate cash levels** to finance operations[761](index=761&type=chunk)[762](index=762&type=chunk) - Foreign exchange risk is considered **minimal** as the company's transactions are **substantially conducted in Singapore Dollars**[763](index=763&type=chunk) PART II [ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS](index=116&type=section&id=ITEM%2014.%20MATERIAL%20MODIFICATIONS%20TO%20THE%20RIGHTS%20OF%20SECURITY%20HOLDERS%20AND%20USE%20OF%20PROCEEDS) This section details the use of **US$10.85 million** net proceeds from the April/May 2025 IPO for market expansion, R&D, and general working capital IPO Proceeds Summary | Metric | Amount (US$) | | :--- | :--- | | **Gross Proceeds (incl. over-allotment)** | ~13.8 million | | **Offering Costs** | ~2.95 million | | **Net Proceeds** | ~10.85 million | - The net proceeds are being used for **growth and expansion, R&D, brand awareness, equipment, loan repayment** to a shareholder, and **general corporate purposes**[773](index=773&type=chunk) [ITEM 16K. CYBERSECURITY](index=118&type=section&id=ITEM%2016K.%20Cybersecurity) The company manages cybersecurity risks through monitoring and controls, with Board oversight and the CFO responsible for assessment, reporting no material incidents - The **Board of Directors**, through its **audit committee**, has **oversight responsibility** for cybersecurity risks[791](index=791&type=chunk) - The **Chief Financial Officer** is **primarily responsible** for the day-to-day assessment and management of material cybersecurity risks[792](index=792&type=chunk) - The company has **not encountered any cybersecurity incidents** it believes have been **material to its operations or financial condition**[790](index=790&type=chunk)[793](index=793&type=chunk) PART III [ITEM 18. FINANCIAL STATEMENTS](index=119&type=section&id=ITEM%2018.%20Financial%20Statements) This section presents the audited consolidated financial statements for 2022-2024, prepared under U.S. GAAP, noting a working capital deficiency alleviated by IPO proceeds Consolidated Balance Sheet Summary (as of Dec 31) | Metric (S$) | 2023 | 2024 | | :--- | :--- | :--- | | **Total Current Assets** | 1,435,049 | 1,656,030 | | **Total Assets** | 1,585,701 | 1,745,035 | | **Total Current Liabilities** | 4,425,473 | 6,041,029 | | **Total Liabilities** | 4,482,985 | 6,204,757 | | **Total Shareholders' Deficit** | (2,897,284) | (4,459,722) | - The company had a working capital deficiency of **S$4.38 million** and a shareholders' deficit of **S$4.46 million** as of December 31, 2024[834](index=834&type=chunk) - Management states the April 2025 IPO, raising gross proceeds of **US$12.0 million**, **alleviates substantial doubt about the company's ability to continue as a going concern**[835](index=835&type=chunk) Revenue by Segment (2022-2024) | Segment (S$) | 2022 | 2023 | 2024 | | :--- | :--- | :--- | :--- | | **Maggot Debridement Therapy Product** | 56,599 | 78,957 | 34,417 | | **Cosmeceutical Product** | - | 21,816 | 13,904 | | **Total Revenue** | **56,599** | **100,773** | **48,321** |