Institutional Placement – 4DMedical Limited (ASX:4DX) Bids due...

Institutional Placement – 4DMedical Limited (ASX:4DX) Bids due prior to 4:30pm Today, 7 December 2023 Offer may close early. Offer Overview 4DMedical Limited (“4DX” or the “Company”), seeks to raise approximately A$30 million – A$40 million by way of Institutional Placement to professional and wholesale investors (“Placement” or “Offer”). The Placement will issue up to approximately 50.6 million new fully paid ordinary shares in the Company (“NewShares”) under ASX Listing Rule 7.1. New shares will be offered under the Placement with one free attaching option for every two new shares issued (“NewOptions”) The proceeds from the offer will fund the acquisition of Imbio Incorporated (“Imbio”), a recognised leader in lung and cardiothoracic imaging A.I based in the U.S. 4DMedical will acquire Imbio for an upfront consideration of US$25 million and up to US$20 million in contingent consideration. Subject to obtaining shareholder approval, 4DMedical intends to settle the contingent consideration in the form of new scrip. E&P Corporate Advisory Pty Limited has been appointed as Joint Lead Manager to the Offer. Please contact your E&P representative should you have any questions or wish to place a bid for Units. The Offer timetable may be varied at the issuer’s absolute discretion which may include closing the offer early and without notice. You are encouraged to submit your bid as soon as possible using the attached Bid Form. ISSUE – PLACEMENT TO RAISE GROSS PROCEEDS OF A$30 MILLION – A$40 MILLION Issuer 4DMedical Limited (ASX:4DX) (“4DX” or the “Company”) Transaction Roles E&P Corporate Advisory Pty Limited (“E&P”) and Bell Potter Securities Limited (“Bell Potter”) (“Joint Lead Managers”) Offer Structure A non-underwritten institutional placement (“Placement”) to raise approximately A$30.0 million – A$40.0 million through the issue of up to approximately 50.6 million new fully paid ordinary shares in the Company (“New Shares”) under ASX Listing Rule 7.1. All New Shares issued under the Placement will rank equally in all respects with existing fully paid ordinary shares on issue in the Company from the date of issue. Investors who participate in the Placement will, subject to shareholder approval, receive one free attaching New Option for every two New Shares (“NewOptions”) (see below for further details). Pricing Fixed price of A$0.79 per New Security (“Offer Price”) Discount Offer Price of A$0.79 per New Share represents a: -17.3% discount to the last close of A$0.955 on 6 December 2023 -18.6% discount to the 5-day volume-weighted average price (VWAP) of A$0.970 -16.8% discount to the 10-day volume-weighted average price (VWAP) of A$0.949 Attaching Options New Shares will be offered under the Placement with, subject to shareholder approval, one free attaching New Option for every two New Shares issued The New Options are intended to be quoted on the ASX The New Options will have an exercise price of $1.365 and will expire on 31 December 2025 The issue of New Options is subject to shareholder approval at an Extraordinary General Meeting (EGM) that is expected to be held on Monday, 22 January 2024 The offer of New Options will be set out in a prospectus which is expected to be despatched on Monday, 11 December 2023 Due to the requirement to obtain shareholder approval in respect of the issue of New Options, New Shares issued under the Placement will be issued before the New Options attaching to those New Shares are issued. If shareholder approval is not obtained in respect of the New Options, then no New Options will be issued to participants of the Offer (regardless of whether they have paid the Offer Price and have been issued the relevant New Shares) and no compensation will be payable. Use of Funds Capital raised will be used primarily to fund the acquisition of Imbio (described in further detail below). Book Closure 4.30pm Sydney time, Thursday, 7 December 2023 Investment Overview 4DMedical Limited (4DX) is a leading diagnostic lung imaging company Founded in 2012, 4DMedical is a Melbourne-based healthcare technology company focused on commercialising its patented lung imaging platform – XV Technology® 4DMedical enables physicians to understand regional airflow in the lungs and identify respiratory deficiencies earlier and with greater sensitivity as they breathe. This technology powers 4DMedical's FDA-cleared XV Lung Ventilation Analysis Software (XV LVAS®) – the first modality to dynamically quantify ventilation throughout the lungs, and its Computed Tomography-enabled counterpart software, CT LVAS™ XV LVAS® and CT LVAS™ reports are prepared using 4DMedical's Software as a Service delivery model using existing clinical imaging equipment or the Company's revolutionary XV Scanner Recent News Granted US$299 reimbursement benefit for XV LVAS® from the US Centers for Medicare and Medicaid Services (CMS), accelerating the utilisation of XV LVAS® under the existing Category III CPT code Received FDA clearance for CT-based ventilation product (CT LVAS), increasing the accessibility of functional lung imaging in the US and expedites the commercialisation of the CT:VQ technology Executed SaaS contracts outpatient practices in Detroit and Memphis to perform commercial XV LVAS® scans, illustrating the increased uptake from the reimbursement benefit and pathway to additional revenue Announcement of Memorandum of Understanding with Philips, to expand federal and commercial sales opportunities, particularly within the US Veterans’ Health Administration, a major addressable market for 4DMedical’s XV Technology® Overview of Imbio Imbio is recognised as a leader in Lung & Cardiothoracic AI-driven technology, providing structural lung analysis delivering visual qualitative and quantitative assessment of lung anatomy Suite of AI solutions, including 4 FDA-cleared diagnostic products: CAC Scoring for CAD and heart disease diagnosis RV/LV and PAH Analysis for pulmonary embolism and hypertension diagnosis Lung Nodules for lung cancer diagnosis Lung Texture Analysis for ILA’s, ILD/IPF drug-induced fibrosis diagnosis Two major channels for ‘go-to-market’ Companion Diagnostics (CDx) for Med Device & Pharma Partners include Olympus, Genentech, Inari General Radiology for healthcare providers Partners include Nuance, Microsoft, aidoc Acquisition highlights Function + Structure – ‘Owning the lung’ Additional 4 lung diagnostic products, resulting in a full suite of products providing a comprehensive lung offering Commercialisation Deliver XV Technology® into established Imbio contracts, accelerating US commercialisation Growth opportunity Potential to provide screening program offerings across COPD, heart disease and lung cancer in AU and US markets (Australia rolling out national lung cancer screening program from 2024) US Veterans Health Administration Established agreements; complementary relationships; compelling product range for comprehensive diagnostics for screening programs Revenue contribution from long-term contracts at high gross margin CY2024 expected revenue contribution US$6.3 million; adjacent markets and customers in pharma and device; gross margin +84% Strong strategic benefits Revenue and cost synergies; complementary products in adjacent markets & customers; extends reach of 4DX’s products; platform and technology efficiencies Financial Performance & Outlook Acquisition Funding Upfront Consideration US$25 million (A$38.5 million) in cash will be payable upfront on completion of the acquisition by 4DMedical to the Sellers funded by proceeds from the Placement and existing cash, if necessary. Contingent Consideration Contingent consideration of up to US$20 million to be paid on achievement of key milestones (see Offer Document) Subject to receiving shareholder approval, 4DMedical intends to satisfy any contingent consideration payable by the issue of shares in 4Dmedical, based on the share’s 30-day volume weighted average price prior to the date of issuance. 4Dmedical maintains the discretion to pay out any contingent consideration in cash Capital Structure Shares on issue 346,580,003 346,580,003 Raise size $30,000,000 $40,000,000 Placement shares to be issued 37,974,684 50,632,911 Total shares on issue post Placement 384,441,374 397,212,914 Existing options on issue 55,850,033 55,850,033 Proposed options to be issued 18,987,342 25,316,456 Investor Presentation Term Sheet Key dates for the Offer Note: Dates and times are indicative only and may change without notice. All references are to Syndey Time (AEDT). Trading halt Thursday, 7 December 2023 Bookbuild opens 9.00am Thursday, 7 December 2023 ANZ/Asia Bookbuild closes 4.30pm Thursday, 7 December 2023 EMEA/US Bookbuild closes 9.00am Friday, 8 December 2023 Allocations provided to investors 11.00am Friday, 8 December 2023 Capital raising results announced and trading halt lifted Monday, 11 December 2023 Settlement of Placement Thursday, 14 December 2023 Allotment of New Shares under the Placement Friday, 15 December 2023 EGM held to approve issue of New Options under Placement Monday, 22 January 2024 Issue of New Options under Placement Tuesday, 23 January 2024 ***ALL BIDS ARE FIRM AND IRREVOCABLE, DUE BY 4:30PM THURSDAY, 7 DECEMBER 2023 AND SUBJECT TO THE MASTER ECM TERMS*** Important notice and disclaimer This term sheet is considered general advice. This email has been prepared by E&P Corporate Advisory Pty Limited (ABN 21 137 980 520 AFSL 338 885) as Joint Lead Arranger for the offer. The ASX announcement and presentation dated 6 December 2023 and the term sheet are available and can be accessed by the links above. Investors should consider the Term Sheet and before deciding to invest. This email, the Term Sheet, and any other materials related to the Offer are not for distribution or release in the United States. This document is intended solely for the information of the particular person to whom it was provided by the Joint Lead Managers and should not be disclosed to or relied upon by any other person. This document is based on information which is derived from publicly available sources and information provided by the Company and Imbio. None of the Joint Lead Managers or their respective related bodies corporate or affiliates, or their respective officers, employees, agents or representatives have verified the information in this document and nor do they assume responsibility for updating any advice, views, opinions, or recommendations contained in this document or for correcting any error or omission which may become apparent after the document has been issued. None of the Joint Lead Managers or their respective related bodies corporate or affiliates, or their respective officers, employees, agents or representatives give any warranty as to the accuracy, reliability or completeness of advice or information which is contained in thisdocument. Except insofar as liability under any statute cannot be excluded, the Joint Lead Managers and their respective related bodies corporate or affiliates, or their respective officers, employees, agents or representatives do not accept any liability (whether arising in contract, in tort or negligence or otherwise) forany error or omission in this document or for any resulting loss or damage (whether direct, indirect, consequential or otherwise) suffered by the recipient of this document or any other person. This document is being furnished to you solely for your information and may not be reproduced or redistributed to any other person. This is a private communication and was not intended for public circulation or publication or for the use of any third party, without the approval of the Joint Lead Managers. This document has not been written for the specific needs of any particular person and it is not possible to take into account each investors individual circumstances and that investors should make their adviser aware of their particular needs before acting on any information or recommendation. Investors should refer to ASX releases made by the Company prior to making any investment decisions. This document may not be released or distributed in the United States, and does not, and is not intended to, constitute an offer or invitation in the United States, or in any other place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or invitation. If you are not the intended recipient of this document, please notify the Joint Lead Managers immediately and destroy all copies of this document, whether held in electronic or printed form or otherwise. 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