Document

S-1 1 medavail-sx1resale.htm S-1 Document

As filed with the Securities and Exchange Commission on April 19, 2021

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

MedAvail Holdings, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

2834

90-0772394

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

MedAvail Holdings, Inc.

6665 Millcreek Drive, Suite 1

Mississauga, Ontario, Canada L5N 5M4

(973) 509-0444

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Ed Kilroy

Chief Executive Officer

MedAvail Holdings, Inc.

6665 Millcreek Drive, Suite 1

Mississauga, Ontario, Canada L5N 5M4

(973) 509-0444

(Name, address, including zip code, and telephone number, including area code, of agent for service)


Copies to:
Philip Oettinger Eric Hsu Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, CA 94304 (650) 493-9300			Ryan Ferguson Chief Financial Officer MedAvail Holdings, Inc. 6665 Millcreek Drive, Suite 1 Mississauga, Ontario, Canada L5N 5M4 (973) 509-0444

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

CALCULATION OF REGISTRATION FEE

Title of each Class of

Securities to be Registered

Amount

to be

Registered(1)

Proposed

Maximum

Offering Price

per Share

Proposed

Maximum

Aggregate

Offering Price

Amount of

Registration Fee(2)

Common Stock $0.001 par value per share

15,193,972 (3)

$13.61 (2)

$206,789,958.92

$22,560.78

(1)Represents shares offered by the Selling Stockholders named in this prospectus. Includes an indeterminable number of additional shares of common stock, pursuant to Rule 416 under the Securities Act of 1933, as amended, that may be issued to prevent dilution from stock splits, stock dividends or similar transactions that could affect the shares to be offered by the Selling Stockholders.

(2)Estimated solely for purposes of calculating the registration fee according to Rule 457(c) under the Securities Act based on the average of the high and low prices of the common stock quoted on The Nasdaq Capital Market on April 16, 2021.

(3)Consists of 15,193,972 shares of our common stock registered for resale by the Selling Stockholders named in this prospectus, including (i) 13,519,421 shares of common stock held by such Selling Stockholders and (ii) 1,674,551 shares of our common stock that are issuable upon warrants to purchase our common stock at a weighted-average exercise price of $1.9847 held by such Selling Stockholders.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS (Subject to completion)

Dated April 19, 2021

15,193,972 Shares of Common Stock by the Selling Stockholders

This prospectus relates to the resale from time to time by the Selling Stockholders named in this prospectus (together with their respective donees, transferees or other successors in interest, referred to as the Selling Stockholders) of up to 15,193,972 shares of our common stock, or the Resale Shares, including (i) 13,519,421 shares of our common stock held by the Selling Stockholders and (ii) 1,674,551 shares of our common stock issuable upon the exercise of warrants to purchase our common stock, or the Resale Warrants, at a weighted average exercise price of $1.9847 per share, held by the Selling Stockholders.

We will receive proceeds upon the exercise of the Resale Warrants, but we will not receive proceeds from the sale of the underlying shares of common stock issued upon exercise of such Resale Warrants or any Resale Shares being sold by the Selling Stockholders.

Our registration of the securities covered by this prospectus does not mean that the Selling Stockholders will offer or sell any of the Resale Shares. The Selling Stockholders may sell the Resale Shares covered by this prospectus in a number of different ways and at varying prices. We provide additional information about how the Selling Stockholders may sell the Resale Shares in the section entitled “Plan of Distribution” beginning on page 30 of this prospectus. 13,508,832 Resale Shares registered pursuant to this Registration Statement will not be eligible for sale until the expiration of certain lock-up agreements on May 17, 2021, subject to certain exceptions.

Our common stock is listed on The Nasdaq Capital Market, or the Nasdaq, under the symbol “MDVL.” On April 16, 2021, the last quoted sale price for our common stock as reported on the Nasdaq was $13.45 per share.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

We are a “smaller reporting company” as defined under the federal securities laws and, as such, we may continue to elect to comply with certain reduced public company reporting requirements in future reports. Certain implications of being a “smaller reporting company” are described on page 4 of this prospectus.

Investing in our common stock involves a high degree of risk. These risks are described under the caption “Risk Factors” that begins on page [6] of this prospectus.

Neither the United States Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of the common stock that may be offered under this prospectus, nor have any of these regulatory authorities determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated , 2021.

TABLE OF CONTENTS


			Page
Prospectus Summary			1
The Offering			5
Risk Factors			6
Special Note Regarding Forward-Looking Statements			30
Market, Industry and other Data			32
Summary Consolidated Financial Data			28
Use of Proceeds			33
Dividend Policy			34
Selling Stockholders			35
Description of Capital Stock			43
Plan of Distribution			47
Shares Eligible for Future Sale			50
Material U.S. Federal Income Tax Considerations for Non-U.S. Holders of Our Common Stock			50
Legal Matters			56
Experts			56
Where You Can Find More Information			56


Shares of common stock to be resold from time to time by the Selling Stockholders (including the shares to be issued by us upon exercise of the Resale Warrants)						15,193,972 shares.

Shares of common stock outstanding						31,944,803 shares prior to any exercise of the Resale Warrants. 33,619,354 shares after giving effect to the exercise of all of the outstanding Resale Warrants.

Use of proceeds						We will not receive any proceeds from the sale of shares of common stock by the Selling Stockholders. We will receive up to an aggregate of approximately $3.3 million from the exercise of the Resale Warrants, assuming the exercise in full of the Resale Warrants for cash. See “Use of Proceeds.”

Shares subject to certain lock-up agreements						14,379,254 Resale Shares registered pursuant to this Registration Statement will not be eligible for sale until the expiration of certain lock-up agreements on May 17, 2021, subject to certain exceptions.

Nasdaq symbol						“MDVL.”

Risk factors						See “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our common stock.


	Year Ended December 31,
Consolidated Statements of Operations Data (in thousands, except share and per share data):	2020		2019
Sales:
Pharmacy and hardware sales	$	10,596	$	3,385
Service sales	3,372		386
Total sales	13,968		3,771
Cost of sales:
Pharmacy and hardware cost of sales	8,593		2,674
Service cost of sales	212		149
Total cost of sales	8,805		2,823
Gross profit	5,163		948
Pharmacy operations	5,687		3,988
General and administrative	16,562		13,285
Selling and marketing	3,043		3,276
Research and development	682		1,106
Merger expenses	4,691		—
Goodwill write-off	—		137
Operating loss	(25,502)		(20,844)
Other loss, net	(110)		—
Interest income	43		45
Interest expense	(1,241)		(734)
Loss before income taxes	(26,810)		(21,533)
Income tax	—		—
Net loss	$	(26,810)	$	(21,533)
Net loss per share - basic and diluted	$	(4.69)	$	(13.37)
Weighted average shares outstanding - basic and diluted	5,722,095		1,610,620


	December 31,
Consolidated Balance Sheet Data (in thousands):	2020		2019
Assets
Current assets:
Cash and cash equivalents	$	57,936	$	8,791
Restricted cash	60		58
Accounts receivable (net of allowance for doubtful accounts of $0.04 million for 2020 and no allowance for 2019)	1,520		416
Inventories	2,817		4,594
Prepaid expenses and other current assets	1,534		229
Total current assets	63,867		14,088
Property, plant and equipment, net	3,795		2,703
Right-of-use assets	1,239		1,050
Other assets	203		92
Goodwill and other intangible assets	227		70
Total assets	$	69,331	$	18,003
Liabilities, Temporary Equity and Shareholders’ Equity (Deficit)
Current liabilities:
Accounts payable and accrued liabilities	$	4,512	$	2,345
Short-term debt	2,161		—
Contract liability	275		4,804
Current portion of lease obligations	665		526
Total current liabilities	7,613		7,675
Long-term debt	—		12,476
Long-term portion of lease obligations	651		565
Other liabilities	—		448
Total liabilities	8,264		21,164
Commitments and contingencies
Redeemable preferred shares ($0.001 par value, 10,000,000 and 14,539,330 shares authorized, 0 and 10,500,440 shares issued and outstanding at December 31, 2020 and 2019, respectively)	—		93,484
Stockholders' equity (deficit):
Common shares ($0.001 par value, 100,000,000 and 24,000,000 shares authorized, 31,816,020 and 1,504,251 shares issued and outstanding at December 31, 2020 and 2019, respectively)	32		8
Warrants	2,614		698
Additional paid-in-capital	213,624		30,829
Accumulated other comprehensive loss	(6,928)		(6,950)
Accumulated deficit	(148,275)		(121,230)
Total shareholders’ equity (deficit)	61,067		(96,645)
Total liabilities, temporary equity and shareholders’ equity	$	69,331	$	18,003


	Shares Owned Before the Offering (#)	Maximum Number of Shares to be Sold Pursuant to this Prospectus (#)	Shares Owned After the Offering
Name of Selling Stockholders			(#) (1)	(%) (2)
946166 Alberta Inc. (3)	*	2,284	—	—
Adage Capital Partners, L.P. (4)	2,251,980	56,278	2,195,702	6.5%
Ramin J Azar (5)	*	2,437	—	—
Sandra Bealu-Parelius (6)	*	761	—	—
Blueprint Partners LP (7)	*	318	—	—
Chasm Investments, LLC (8)	*	16,119	—	—
Colorado Financial Service Corporation (9)	*	6,001	—	—
Deerfield Private Design Fund III, L.P. (10)	1,177,725	35,173	1,142,552	3.4%
Dowth International Limited (11)	*	201,650	—	—
Wayne C. Fox (12)	*	1,628	—	—
Affiliates of H.C. Wainwright & Co., LLC (13)	*	58,518	—	—
Jeanne G. Vance Trust (14)	*	3,047	—	—
John G. Francis and Kim M. Van Elslander (15)	*	1,523	—	—
Janet Jyll Johnstone (16)	*	2,284	—	—
Gautamchand Junjarmal Kumbhat (17)	*	380	—	—
Saroj Gautamchand Kumbhat (18)	*	380	—	—
Leonard Moskowitz Family Limited Partnership (19)	*	1,523	—	—
Entities affiliated with Lewis & Clark Venture Capital, LLC (20)	2,349,602	2,349,602	—	—
Mandato Family Trust (21)	*	2,647	—	—
Marc Parent (22)	*	11	—	—
Norman Marcon (23)	*	113	—	—
Mark Moskowitz (24)	*	9,534	—	—
Howard Ortman (25)	*	1,523	—	—
Mark Parelius (26)	*	5,331	—	—
Entities affiliated with Pura Vida Investments, LLC (27)	2,609,497	55,349	2,554,148	7.6%
Entities affiliated with Redmile Group, LLC (28)	12,029,652	12,029,652	—	—
James Swan (29)	*	171	—	—
Third Launch LLC (30)	*	1,523	—	—
Thomas & Chany Chung Family Trust (31)	*	7,624	—	—
Trinnovate Ventures, Inc. (32)	*	30,475	—	—
VEF, LP (33)	*	10,993	—	—
Vukas Joint Revocable Trust (34)	*	2,284	—	—
W.C. Fox Investments Limited (35)	*	2,081	—	—
Weinstock/Gavin Living Trust dated December 7, 1992, a revocable trust (36)	*	1,523	—	—
Well Ventures, LLC (37)		288,353	—	—
James Yoo (38)	*	4,879	—	—
TOTAL	20,418,456	15,193,972	5,892,402	17.5%


Name	Shares of Series E Preferred Stock	Total Purchase Price (CAD)
Adage Capital Partners, L.P.	106,695	$	1,173,645.00
Deerfield Private Design Fund III, L.P.	66,686	$	733,546.00
Entities affiliated with Lewis & Clark Venture Capital, LLC	938,181	$	10,319,991.00
Entities affiliated with Pura Vida Investments, LLC	41,911	$	461,021.00
Entities affiliated with Redmile Group, LLC	731,923	$	8,051,153.00


Name	Shares of Series E Preferred Stock	Common Warrants	Total Purchase Price
Adage Capital Partners, L.P.	64,253	6,425	$	531,372.31
Deerfield Private Design Fund III, L.P.	40,158	4,015	$	332,106.66
Howard Ortman	12,091	1,209	$	99,992.57
Janet Jyll Johnstone	18,137	1,813	$	149,992.99
Jeanne G. Vance Trust	24,183	2,418	$	199,993.41
John G. Francis and Kim M. Van Elslander	12,091	1,209	$	99,992.57
Leonard Moskowitz Family Limited Partnership	12,091	1,209	$	99,992.57
Entities affiliated with Lewis & Clark Venture Capital, LLC	60,123	6,011	$	497,217.21
Mark Parelius	24,184	2,418	$	200,001.68
Pura Vida Master Fund Ltd.	7,370	737	$	60,949.90
Entities affiliated with Redmile Group, LLC	432,683	43,267	$	3,578,288.41
Sandra Beaulu-Parelius	6,046	604	$	50,000.42
Third Launch LLC	12,091	1,209	$	99,992.57
Thomas Y. and Chany N. Chung Family Trust	60,500	6,050	$	500,335.00
Trinnovate Ventures, Inc.	241,837	24,183	$	1,999,991.99
Vukas Joint Revocable Trust Agreement	18,137	1,813	$	149,992.99
Weinstock/Gavin Living Trust dated December 7, 1992, a revocable trust	12,091	1,209	$	99,992.57


Name			Principal Amount
946166 Alberta Inc.			$150,000.00
Adage Capital Partners, L.P.			$993,852.55
Blueprint Partners LP			$20,993.32
Deerfield Private Design Fund III, L.P.			$621,158.78
Gautamchand Junjarmal Kumbhat			$25,000.00
Entities affiliated with Lewis & Clark Venture Capital, LLC			$929,917.76
Mandato Family Trust, Joseph Mandato, Trustee			$50,000.00
Mark Moskowitz			$100,000.00
Mark Parelius			$150,000.00
Pura Vida Master Fund Ltd.			$3,114,009.54
Entities affiliated with Redmile Group, LLC			$5,912,744.43
Saroj Gautamchand Kumbhat			$25,000.00
VEF, LP			$560,098.75


Name	Shares of Common Stock	Total Purchase Price
946166 Alberta Inc.	17,929	$	153,657.53
Adage Capital Partners, L.P.	413,275	$	3,541,772.85
Blueprint Partners LP	2,552	$	21,879.06
Deerfield Private Design Fund III, L.P.	75,975	$	651,110.54
Gautamchand Junjarmal Kumbhat	2,951	$	25,294.52
Entities affiliated with Lewis & Clark Venture Capital, LLC	172,083	$	1,474,757.13
Mandato Family Trust, Joseph Mandato, Trustee	6,091	$	52,205.47
Mark Moskowitz	11,975	$	102,630.13


Mark Parelius	18,169	$	155,712.32
Entities affiliated with Pura Vida Investments, LLC	1,301,613	$	11,154,833.03
Entities affiliated with Redmile Group, LLC	2,469,238	$	21,161,407.57
Saroj Gautamchand Kumbhat	2,951	$	25,294.52
VEF, LP	66,600	$	570,779.84


	Amount to be Paid
SEC registration fee	$22,560.78
Accounting fees and expenses	$26,000.00
Legal fees and expenses	$45,000.00
Printing and miscellaneous expenses	$54,000.00
Total	$	147,560.78


MedAvail Holdings, Inc.

By:			/s/ Ed Kilroy
			Ed Kilroy
			Chief Executive Officer

SEC Form S-1 filed by MedAvail Holdings, Inc.