Announcement PDF ACN 142 925 684 PROSPECTUS Offers This Prospectus contains: (a) An offer of up to 54,054,054 Shares at an issue price of $0.0185 per Share (SPP Shares), together with 54,054,054 new unlisted Options (SPP Options) free attaching on the basis of one SPP Option for every one SPP Share subscribed for and issued (together, the SPP Securities) to Eligible Shareholders under the Company's security purchase plan (SPP) to raise up to $1,000,000 (before costs) (SPP Offer); and (b) An offer of up to 54,054,054 Shares at an issue price of $0.0185 per Share (Shortfall Shares), together with 54,054,054 new unlisted Options (Shortfall Options) free attaching on the basis of one Shortfall Option for every one Shortfall Share subscribed for and issued (together the Shortfall Securities) to make up any shortfall (Shortfall) under the SPP Offer (Shortfall Offer); and (c) An offer of up to 67,989,186 Options (having the same terms as the SPP Options) to participants under the T2 Placement (Placement Options Offer), (together, the Offers). Cleansing Prospectus This Prospectus is also being issued under section 708A(11) of the Corporations Act 2001 (Cth) for the purposes of removing any secondary trading restrictions that may attach to certain Options (or Shares issued upon their exercise) issued prior to the date of this Prospectus. Refer to Section 1.3. Conditional Offers The issue of the Securities pursuant to the Offers are subject to and conditional on the receipt of Shareholder approval at the Company's General Meeting to be held on Monday, 23 June 2025 at 10.30am (AEST). Refer to Section 1.9 for further information. The SPP Options, Shortfall Options, T1 Options and T2 Options are not intended to be quoted on the ASX. Important Notice This document is important and should be read in its entirety including the Application Form. If after reading this Prospectus you have any questions about the Securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser. The Securities offered by this Prospectus should be considered as highly speculative in nature, and investors should be aware that they may lose some or all of their investment. Refer to Section 3 for a summary of the key risks associated with an investment in the Securities. DOC ID 1314061283/V1 CONTENTS Section Page No CONTENTS ................................................................................................................................................... ii IMPORTANT NOTICES ............................................................................................................................... iii CORPORATE DIRECTORY......................................................................................................................... vi LETTER FROM THE MANAGING DIRECTOR .......................................................................................... vii KEY DATES ................................................................................................................................................. ix INVESTMENT OVERVIEW ........................................................................................................................... x 2. Details of the Offers .......................................................................................................... 16 3. Effect of the Offers ............................................................................................................ 28 4. Risk factors ....................................................................................................................... 34 5. Rights attaching to Securities ........................................................................................... 39 6. Additional information ....................................................................................................... 43 7. Authorisation ..................................................................................................................... 51 8. Glossary of Terms............................................................................................................. 52 Page ii DOC ID 1314061283/V1 IMPORTANT NOTICES Options. The Company is therefore undertaking the offer of SPP Securities pursuant to this Prospectus. Prospectus Neither ASIC nor ASX (or their respective officers) take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and options to acquire continuously quoted securities and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult. Similarly, ASX Listing Rule 7.2 (Exception 5) permits a listed company to issue securities under a share purchase plan without that issuance counting towards the Company’s placement capacity under ASX Listing Rule 7.1 where the issuance satisfied the condition of the ASIC Instrument. Given the Company is unable to satisfy the conditions of the ASIC Instrument for the SPP, the issue of SPP Securities is subject to Shareholder approval for the purposes of ASX Listing Rule 7.1. This approval is being sought at the General Meeting currently scheduled to occur on 23 June 2025 at 10.30am (AEST). If shareholder approval is given, the issue of SPP Securities (and any Shortfall Securities) will not use up any of the Company's placement capacity under ASX Listing Rule 7.1. Share price risk Date and expiry date This Prospectus is dated 20 May 2025 and was lodged with the ASIC on that. This Prospectus expires at 5:00pm (AEST) on the date which is 13 months after the Prospectus Date. No Securities will be issued on the basis of this Prospectus after this expiry date. No exposure period No exposure period applies to this Prospectus by operation of ASIC Corporations (Exposure Period) Instrument 2016/74. Eligible Shareholders and investors wishing to participate in the SPP and Shortfall should note that the issue price of Shares offered under this Prospectus, being $0.0185 per Share, is at a premium to the closing price of Shares on the ASX as at 19 May 2025, the last trading date immediately before the date of this Prospectus (being $0.017 per Share). This means at the date of this Prospectus you are able to acquire Shares on market at a lower price than the issue price under the Offers. By applying for Securities under this Prospectus, an applicant accepts the risk that the market price of the Shares may change and may remain below the issue price under the Offers. Not investment advice The information in this Prospectus is not financial product advice and does not take into account your investment objectives, financial situation or particular needs. It is important that you read this Prospectus in its entirety and seek professional advice where necessary. No person is authorised to give any information or to make any representation in connection with the Offers, other than as is contained in this Prospectus. Any information or representation not contained in this Prospectus should not be relied on as having been made or authorised by the Company or the Directors in connection with the Offers. Speculative investment The Securities offered pursuant to this Prospectus should be considered highly speculative. There is no guarantee that the Securities offered pursuant to this Prospectus will make a return on the capital invested, that dividends will be paid or that there will be an increase in the value of the Securities in the future. Prospective investors should carefully consider whether the Securities offered pursuant to this Prospectus are an appropriate investment for them in light of their personal circumstances, including their financial and taxation position. Refer to Section 3 for details relating to the key risks applicable to an investment in the Company’s Securities. ASIC Instrument and ASX placement capacity In certain circumstances, a listed company may undertake a share purchase plan in accordance with the ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (ASIC Instrument). The ASIC Instrument allows a share purchase plan to be conducted without the use of a prospectus once in any consecutive 12-month period. The Company is unable to rely on the relief granted by the ASIC Instrument in respect of the SPP Options as the relief only relates to offers of fully paid ordinary shares and the SPP Offer under this Prospectus includes free attaching unquoted Page iii DOC ID 1314061283/V1 Cleansing Prospectus This Prospectus is also a cleansing prospectus issued under section 708A(11) of the Corporations Act ) for the purposes of removing any secondary trading restrictions that may attach to certain Options (or Shares issued upon their exercise) issued prior to the date of this Prospectus. Refer to Section 1.3. Target Market Determination In accordance with the design and distribution obligations under the Corporations Act, the Company has determined the target market for the offer of SPP Options and Shortfall Options issued under this Prospectus. The Company will only distribute this Prospectus to those investors who fall within the target market determination (TMD) as set out on the Company’s website (www.atomodiagnostics.com) under the investor-centre tab. By making an application under the SPP Offer or Shortfall Offer, you warrant that you have read and understood the TMD and that you fall within the target market set out in the TMD. Copies of the Prospectus and Application Forms This Prospectus may be made available in electronic form. Persons having received a copy of the Prospectus in electronic form, or other prospective investors may obtain a paper copy of this Prospectus and the relevant Application Form (free of charge) from the offices of the Company before the Closing Date by contacting the Company. Contact details for the Company are detailed in the Corporate Directory. The Offers constituted by this Prospectus are only available to persons receiving this Prospectus and an Application Form within Australia, or, subject to the provisions outlined in Section 1.24, to those investors to whom the Company considers it can lawfully offer the Securities in compliance with the laws of the applicable jurisdiction. Applications will only be accepted on the relevant Application Form attached to, or accompanying, this Prospectus. The Corporations Act prohibits any person from passing on to another person an Application Form unless it is accompanied by or attached to a complete and unaltered copy of this Prospectus. Prospective investors wishing to subscribe for Securities under the Offers should complete the relevant Application Form. If you do not provide the information required on the relevant Application Form, the Company may not be able to accept or process your Application. No cooling-off rights Cooling-off rights do not apply to an investment in Securities issued under this Prospectus. This means that, in most circumstances, you cannot withdraw your Application once it has been accepted. Eligible Shareholders The SPP Offer is being made to Shareholders with a registered address in Australia who were registered holders of Shares on the Record Date (Eligible Shareholders). Foreign investors The Offers do not, and are not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of SPP Securities these Shareholders would be offered and the cost of complying with the regulatory requirements in each relevant jurisdiction. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. This Prospectus does not constitute an offer of Securities in any jurisdiction where, or to any person to whom, it would be unlawful to issue or circulate this Prospectus or to offer the Securities. Using this Prospectus Persons wishing to subscribe for Securities offered by this Prospectus should read this Prospectus in its entirety in order to make an informed assessment of the assets and liabilities, financial position and performance, profits and losses, and prospects of the Company and the rights and liabilities attaching to the Securities offered pursuant to this Prospectus. If persons considering subscribing for Securities offered pursuant to this Prospectus have any questions, they should consult their stockbroker, solicitor, accountant or other professional adviser for advice. Electronic Prospectus Pursuant to Regulatory Guide 107 ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic Prospectus on the basis of a paper Prospectus lodged with ASIC and the issue of Securities in response to an electronic application form, subject to compliance with certain provisions. If you have received this Prospectus as an electronic Prospectus please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please email the Company and the Company will send to you, for free, either a hard copy or a further electronic copy of this Prospectus or both. The Offers constituted by this Prospectus in electronic form are only available to persons receiving an electronic version of this Prospectus and relevant Application Form within Australia. The Prospectus is not available to persons in other jurisdictions in which it may not be lawful to make such an invitation or offer to apply for Securities. If you access the electronic version of this Prospectus, you should ensure that you download and read Page iv DOC ID 1314061283/V1 the Prospectus in its entirety. Persons having received a copy of this Prospectus in its electronic form may obtain an additional paper copy of this Prospectus and the relevant Application Form (free of charge) from the Company's registered office during the Offer Period by contacting the Company as detailed in the Corporate Directory. Applications will only be accepted on the relevant Application Form attached to, or accompanying, this Prospectus or in its paper copy form as downloaded in its entirety from https://investors.atomodiagnostics.com/investorcentre/?page=spp-prospectus. The Corporations Act prohibits any person from passing on to another person the Application Form unless it is attached to a paper copy of the Prospectus or the complete and unaltered electronic version of this Prospectus. The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered. In such a case, the Application Monies received will be dealt with in accordance with section 722 of the Corporations Act. Prospective investors wishing to subscribe for Securities under the Offers should complete the relevant Application Form. If you do not provide the information required on the Application Form, the Company may not be able to accept or process your Application. Website No document or information included on the Company's website is incorporated by reference into this Prospectus. Privacy statement By completing and returning an Application Form, you will be providing personal information directly or indirectly to the Company, the Share Registry, and related bodies corporate, agents, contractors and third party service providers of the foregoing (Collecting Parties). The Collecting Parties will collect, hold and use that information to assess your Application, service your needs as a security holder and to facilitate distribution payments and corporate communications to you as a security holder. By submitting an Application Form, you authorise the Company to disclose any personal information contained in your Application Form (Personal Information) to the Collecting Parties where necessary, for any purpose in connection with the Offers, including processing your Application and complying with applicable law, the Listing Rules, the ASX Settlement Operating Rules and any requirements imposed by any applicable regulatory authority. If you do not provide the information required in the relevant Application Form, the Company may not be able to accept or process your Application. If the Offers are successfully completed, your Personal Information may also be used from time to time and disclosed to persons inspecting the register of security holders, including bidders for your securities in the context of takeovers, regulatory authorities, authorised securities brokers, print service providers, mail houses and the Share Registry. Any disclosure of Personal Information made for the above purposes will be on a confidential basis and in accordance with the Privacy Act 1988 (Cth) and all other legal requirements. If obliged to do so by law or any public authority, Personal Information collected from you will be passed on to third parties strictly in accordance with legal requirements. Once your Personal Information is no longer required, it will be destroyed or de-identified. As at the Prospectus Date, the Company does not anticipate that Personal Information will be disclosed to any overseas recipient. Subject to certain exemptions under law, you may have access to Personal Information that the Collecting Parties hold about you and seek correction of such information. Access and correction requests, and any other queries regarding this privacy statement, must be made in writing to the Share Registry at the address set out in the Corporate Directory of this Prospectus. A fee may be charged for access. Forward-Looking Statements This Prospectus contains forward-looking statements which are identified by words such as "believes", "estimates", "expects", "targets", "intends", "may", "will", "would", "could", or "should" and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the Prospectus Date, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and management of the Company. Key risk factors associated with an investment in the Company are detailed in Section 3. These and other factors could cause actual results to differ materially from those expressed in any forward-looking statements. The Company has no intention to update or revise forwardlooking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law. The Company cannot and does not give assurances that the results, performance or achievements expressed or implied in the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. Risk factors Potential investors should be aware that subscribing for Securities in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Page v DOC ID 1314061283/V1 Section 3 of this Prospectus. These risks together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Securities in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors should consider consulting their professional advisers before deciding whether to apply for Securities pursuant to this Prospectus. Tax implications The Directors do not consider it appropriate to give Shareholder’s advice regarding the taxation consequences of applying for Securities under this Prospectus. The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders. As a result, Shareholders should consult their professional tax adviser in connection with applying for Securities under this Prospectus. Disclaimer No person is authorised to give any information or to make any representation in connection with the Offers in this Prospectus which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offers. Currency All financial amounts contained in this Prospectus are expressed as Australian currency unless otherwise stated. Conversions may not reconcile due to rounding. All references to "$" or "A$" are references to Australian dollars. Time All references to time in this Prospectus are references to AEST, being the time in Sydney, New South Wales, unless otherwise stated. Glossary Defined terms and abbreviations used in this Prospectus are detailed in the glossary in Section 7. CORPORATE DIRECTORY Directors John Kelly Dr Cheri Walker Anthony May Patrick Cook Managing Director Non-Executive Director Non-Executive Director Non-Executive Director Company Secretary Mathew Watkins Registered Office Share Registry* Level 1 3-5 George Street Leichhardt NSW 2040 Boardroom Pty Limited Level 8 210 George Street Sydney NSW 2000 Phone: +61 2 9099 4750 Website: www.atomodiagnostics.com Phone: 1300 737 760 Email: corporateactions@boardroomlimited.com.au Website: boardroomlimited.com.au ASX Code (Shares): AT1 Auditor* Lawyers BDO Audit Pty Ltd Level 11, 1 Margaret Street Sydney NSW 2000 HWL Ebsworth Lawyers Level 14 Australia Square 264-278 George Street Sydney NSW 2000 * These entities are included for information purposes only and have not been involved in the preparation of this Prospectus, nor consented to its issue. Page vi DOC ID 1314061283/V1 LETTER FROM THE MANAGING DIRECTOR Dear Investor, On behalf of the Board, I am delighted to offer you this opportunity to invest in Atomo Diagnostics. Atomo Diagnostics is an emerging leader in design and commercialisation of user-centred innovative, accurate and reliable rapid diagnostic solutions. Atomo supplies unique technology and finished rapid tests to various partners and markets, with its solutions used by both healthcare professionals and untrained lay users, to detect and test for infectious diseases, chronic health conditions and consumer wellness. Most current rapid test solutions in market were designed initially for use in laboratories. Over time these solutions have been increasingly deployed in settings closer to the patient such as doctor's offices and in clinic and more recently for use in the home by consumers. Since the COVID-19 pandemic where athome testing was normalised, the market has seen increased acceptance of at-home testing, with consumers more confident to test themselves and regulators and clinicians more cognisant of the ability of rapid tests to effectively reach people through decentralised and at-home settings. This has included a growing level of adoption of infectious disease self-testing in public health policy and procurement. Atomo's innovative technologies and products simplify rapid test procedure and reduce errors common in the rapid test process, with the usability of its solutions increasingly recognised in the diagnostic market. This supports the expansion of Atomo’s existing business as well as the extension of the test menu being offered to market using Atomo technology through partner arrangements and Atomo’s own product offerings. Capital raising activities As announced to the market on 24 April 2025, Atomo has undertaken a two-tranche placement of Shares and Options, with 46,929,731 Shares and 46,929,731 Options already issued under the Tranche 1 Placement to raise $868,200 (before costs), and binding commitments received for a further 67,989,186 Shares and 67,989,186 Options to raise an additional $1.25 million (approx.) (before costs) under Tranche 2, which is conditional on shareholder approval (together the Placement), which is being sought at the General Meeting scheduled for 23 June 2025. The Options are to be unlisted and were offered on the basis of one free-attaching Option, for each Share subscribed (and issued) under the Placement. Each Option is to have a nil issue price, an exercise price of $0.04, and an expiry date of 36 months from their date of issue. Atomo also announced on 24 April 2025 that it would undertake a share purchase plan (SPP) to offer its existing Eligible Shareholders the opportunity to subscribe for Shares and Options, on the same terms as offered under the Placement, to raise up to an additional $1 million (with the Directors to have discretion to accept oversubscriptions should demand arise). In the event that not all Shares and Options are taken up under the SPP, the Directors will invite certain parties identified by them to take up any shortall under the Shortfall Offer. The funds to be raised under the Placement and the Offers are to be used for general working capital requirements, with specific allocations to be confirmed by the board once the capital available to the business after costs is known. The intended Use of Funds based on the company securing the full $3,126 million, is set out below: Allocation of funds $ % Product development (new products) 575,000 18% Operational activities to reduce product cost of goods (COGS) 455,000 15% Regulatory activities and product quality assurance 395,000 13% Commercial / business development 745,000 24% Corporate administration, management and working capital 830,000 27% Costs of the Offers 126,000 4% TOTAL 3,126,000 100% Page vii DOC ID 1314061283/V1 Prospectus This Prospectus contains detailed information about the SPP Offer, the Shortfall Offer and the Placement Options Offer, as well as the risks pertaining to an investment in the Company. Potential investors in the Company should carefully consider those risks (detailed in Section 3). I encourage you to read the Prospectus carefully and in its entirety before making your investment decision and if required, consult with your stockbroker, solicitor, accountant or other independent professional advisor. On behalf of the Board, I encourage you to consider this investment opportunity and thank you for your ongoing support. John Kelly Managing Director and CEO Atomo Diagnostics Limited Page viii DOC ID 1314061283/V1 KEY DATES Event Date Record Date for the SPP Offer 7.00pm (AEST) on 23 April 2025 Announcement of Placement and SPP Offer and lodgement of Appendix 3B with ASX 24 April 2025 Issue of T1 Shares and T2 Options and lodgement of Appendix 2A with ASX 5 May 2025 Prospectus Date 20 May 2025 Opening date of the Offers 20 May 2025 General Meeting to approve Offers (and the issue of Securities under the SPP and T2 Placement) 10.30am (AEST), Monday 23 June 2025 SPP Closing Date 5.00pm (AEST), Monday, 23 June 2025 Settlement of the T2 Shares Thursday, 26 June 2025 Announcement of SPP Offer results Before 12:00pm (AEST) Friday, 27 June 2025 Allotment of Securities under the SPP Offer, Placement Options Offer and Shares under the Tranche 2 Placement Friday, 27 June 2025 Lodge Appendix 2A for SPP Shares and Appendix 3G for SPP Options and T2 Options with ASX Quotation of SPP Shares Monday, 30 June 2025 Shortfall Closing Date (subject to the Company's right to close the Shortfall Offer earlier) 5.00pm (AETS) on Monday, 15 September 2025 Expected date for allotment of Securities under the Shortfall Offer The third Business Day following the Shortfall Closing Date Important notes The Company reserves the right to vary any and all of the above dates without notice, subject to the Corporations Act, Listing Rules and other applicable laws. In particular, the Company reserves the right to extend the applicable closing date for any of the Offers without prior notice, which may have a consequential effect on the other dates. The Company also reserves the right not to proceed with any or all of the Offers at any time before the issue of Securities to Applicants. If the issue of the SPP Securities does not occur, for any reason, all Application Monies provided under the SPP Offer will be refunded in full (without interest) as soon as possible in accordance with the requirements of the Corporations Act. The issue of the Securities pursuant to the Offers (including the SPP Securities) is subject to and conditional on the receipt of the requisite approvals at the General Meeting. In the event that the requisite approvals are not received for any reason (but shareholders do ratify the prior issue of the T1 Placement securities), the Company will scale back the SPP Offer