Idea-equity-label
Convertible

Investing via convertible bonds gives you the right to convert the invested amount into share certificates of this company in the future

Billboard_nlc
Medium_thumb_nlc_logo_new_-_2__2_
NLC | Healthtech Venture Builders team 9
NLC | Healthtech Venture Builders Amsterdam, NL

NLC - Health Impact Bond

NLC is the European healthtech venture builder, bringing science-based healthtech inventions to life.

$1.46 M INVESTED
251%
$582,210 0
Minimum target amount Days left
8.00%
Interest rate
Small_thumb_nlc_logo_new_-_2__2_ NLC - Health Impact Bond
INNER CIRCLE
The concept

Potential investors should read this summary as an introduction to the investment memorandum. Every decision to invest should be based on studying the full investment memorandum, including the attachments

Summary convertible bond issuance

  • Issuing entity: NLC Ventures Netherlands B.V.
  • Website: http://www.nlc.nl
  • Type of issuance: Convertible bond
  • Issuance amount: Up to max € 1.000.000,- with a minimum of €500.000,-
  • Minimal nominal value per participation: € 20
  • Use of funds: The issuer will use the proceeds from the security to finance the process of scouting, selecting, validating and building new ventures
  • Risk profile: High (Click here for more information on Symbid risk profiles)
  • Interest rate: 8,0% (flat rate, accrued)
  • Secured: None
  • Duration: 
    • 3 years conversion period
    • 2 years automatic conversion period
    • 2 years possible extension of automatic conversion period
  • Repayment: After duration period has ended (5-7 years)
  • Possibility for early repayment: Yes, with mutual consent
  • Compensation early repayment: None
  • Conversion: Under certain circumstances you can convert to shares of NLC Ventures Netherlands B.V. or one of its portfolio companies
  • Symbid costs issuing entity: 2,5% success fee (Excl. VAT)
  • Symbid costs investor: 0% administration fee (Excl. VAT)

NLC is the European healthtech venture builder, bringing science-based healthtech inventions to life.


The company was founded in 2014 based on one simple observation: due to market complexities and silos at least 95% of healthtech inventions never reach society, regardless of their relevance and genius.


We all know stories from our family, friends, and colleagues about people with life-impacting health issues. Whether it is cancer, heart disease, miscarriage, stroke, asthma, COPD, diabetes, Alzheimer’s or any other disease. Sometimes, those stories feel far away; sometimes, they come painfully close. It is hard to believe that we still accept that scientific inventions do not reach our most loved ones, even though we know they are there. 


At NLC, we don’t accept this status-quo. We take responsibility and act. We call this opportunity. We bring together the best tech, the best people, and the best capital to build life-changing healthtech ventures. We cross barriers. We have designed a bold model to create early stage healthtech innovation. We step in when inventors need us most. We can step in because our model and mission are fully aligned to bring science to life. Our multilingual team is able to speak the languages of the many different silos. We build healthtech ventures, together with leading European research institutes, top-notch hospitals, innovative SME’s, global market leaders and the whole range of service providers. 


Together, we fulfil our mission to bring science to life. I would like to invite you to embark on this journey with us.

Unique Selling Points

  • The Health Impact Bond provides unique access to a diversified portfolio of early stage healthtech ventures
  • Investors can convert to equity each time an external financing round takes place
  • Cherry picking the most promising ventures exposes investors to a diversified portfolio, tailored to their personal preferences
  • 8% flat rate interest until conversion

Revenue model

Our venture building model focuses on creating value and capturing it at the right moment

  • We get involved before inception, when potential to create value is highest
  • During our building process, we add value by creating robust business models, unlocking the full potential of an invention
  • We secure capital for growth at different stages of venture maturity
  • We exit our ventures when they are ready to be transferred to a strategic partner or professional investor

Investors can now invest in NLC and it’s most successful healthtech ventures through a convertible bond

  • The Health Impact Bond acts as a loan up to conversion, and as equity afterwards
  • A conversion opportunity arises when a qualified financing has been made in NLC or one of our qualified ventures
  • After a qualified financing has been made, investors can opt for conversion
  • Return on investment depends on the time to conversion, the share price development after conversion, and the time to exit
  • Investors get three years to convert the Health Impact Bond into equity, after that, a phase out period triggers automatic conversion

Achieved so far

As to date, we have scouted over 2,500 tech leads, and built 16 ventures.

NLC has a proven track record and developed a methodology to scout, select, validate, build and scale up promising healthtech inventions that have the potential to improve quality of life for patients. 

NLC focuses on evidence-based inventions and therefore partners with universities, academic hospitals, research centers, Medical specialistic companies, and corporates. 

Required investment and purpose

NLC uses the proceeds to scout, select, validate and build early-stage healthtech ventures, and extend its portfolio.


General risks of investing in SME’s

  1. Negative impact through changes in rules and regulations by political decisions 
  2. Changes in macro-economic conditions
  3. Performance of issuing entity is dependent upon functioning of board members
  4. Tax risks through changes in regulations, new regulations or political decisions 

Company specific risks

  • NLC is operating in a highly competitive market with associated risks
  • NLC is not able to find the right leads/propositions
  • NLC does not succeed in contracting these propositions
  • NLC is not successful in transforming propositions into commercially viable companies
  • NLC's portfolio companies are not successful in securing sufficient financing
  • NLC is not successful in meeting its obligations and is therefore not able to provide value adding services to its portfolio companies  
  • NLC is not successful in generating cash flow through the sale of equity it holds in portfolio companies to cover its own operational costs and/or obligations.


Risks while investing through convertible bonds

Loss of capital

Lender issues a (subordinated) convertible loan to convert at a later stage to depository receipts to become a shareholder of the company (or one or more of its portfolio companies). Lender expects an (exponential) growth of value of the company with the possibility to sell the depository receipts with a capital gain. However, in most situations such capital gains do take more than an additional five years after conversion to be realized. In exchange for the possibility of a high return in case of a scenario of exponential growth of the value of the company, there is a risk the investment will be lost in case the company is not doing well. 


Subordination of loan 

The lender agrees that its claims against the borrower under the convertible loan agreement used on the Symbid platform rank below all other, non-subordinated, claims against the Lender as referred to in Section 3:277.2 Dutch Civil Code (‘BW’).


Limited tradability 

The convertible bonds can not be traded on a platform or a stock market and are therefore limited tradable. This means there is a chance that there is no buyer for the bond if investor wants to sell his bond and investor has the risk that he needs to continue his investment longer or sell for a lower price.


Please be informed further on our general risk page about the risks as outlined above and find out more on our default reporting before you start investing. 

Update_thumb_ba_millenaar_1-1_bw
BERT-ARJAN MILLENAAR
FOUNDER & CEO

Entrepreneur, strategist, enthusiast, visionary, stretching possibilities.

Over twenty years of experience in business development and growth strategies (KPN, Scarlet) and partner of DTG, advising management boards of companies such as Euronext, Toyota, eBay and Amsterdam RAI on growth strategies.

Update_thumb_nlc-team-may-2017_0011_joost
JOOST KRUYTZER
COO / CFO

Thought and change leader in healthcare, loves developing people and organisations, not affraid to leave the beaten track.

20 years of successful board level consulting, of which 10 years in healthcare, including the role of (managing) partner of KPMG Plexus, the leading Dutch healthcare consultancy (which involved negotiating the acquisition of Plexus by KPMG)

Update_thumb_nlc-team-may-2017_0017_taco
TACO VAN DER FELTZ
MANAGING DIRECTOR

Entrepreneur in Life Sciences, international experience in commerce, R&D and leadership consulting.

Medical Biologist, Medical Doctor and entrepreneur in life sciences, international experience in commerce (Procter&Gamble Pharmaceuticals, Royal Numico) and executive search (Russell Reynolds, Leaders Trust).

Update_thumb_nlc-team-may-2017_0006_roland
ROLAND ZEGGER
MANAGING DIRECTOR

Broad experience in marketing and sales functions as well as general management in the pharmaceutical industry.

Pharmacist with broad experience in marketing and sales functions as well as general management in the pharmaceutical industry, general manager of Abbott/AbbVie, board member of Nefarma, non-executive board member of several healthcare companies.

Legal structure

The issuing party is a B.V., founded at 26-02-2013 and seated in Amsterdam under the KvK-number 57340943. The address of the issuing party is Paasheuvelweg 25, 1105 BP in Amsterdam. The website of the issuing party is: http://www.nlc.nl/.


Contact person: Tim van Vledder, tim.vanvledder@nlc.nl, +31 6 13 18 52 43  

The provider is not the issuing party of the convertible bond.

There is a financial relationship between provider and issuing party when the emission is successful. There is also a starting fee.


Human development

FTE 2017: 15

FTE 2018 FC: 25

FTE 2019 FC: 31

The product

  • Investors can now invest in NLC and it’s most successful healthtech ventures through a convertible bond
  • Investors can convert to equity each time an external financing round takes place
  • Cherry picking the most promising ventures exposes investors to a diversified portfolio, tailored to their personal preferences

Unique Selling Points

  • The Health Impact Bond provides unique access to a diversified portfolio of early stage healthtech ventures
  • Investors can convert to equity each time an external financing round takes place
  • Cherry picking the most promising ventures exposes investors to a diversified portfolio, tailored to their personal preferences
  • 8% flat rate interest until conversion

Revenue model

Our venture building model focuses on creating value and capturing it at the right moment

  • We get involved before inception, when potential to create value is highest
  • During our building process, we add value by creating robust business models, unlocking the full potential of an invention
  • We secure capital for growth at different stages of venture maturity
  • We exit our ventures when they are ready to be transferred to a strategic partner or professional investor

Investors can now invest in NLC and it’s most successful healthtech ventures through a convertible bond

  • The Health Impact Bond acts as a loan up to conversion, and as equity afterwards
  • A conversion opportunity arises when a qualified financing has been made in NLC or one of our qualified ventures
  • After a qualified financing has been made, investors can opt for conversion
  • Return on investment depends on the time to conversion, the share price development after conversion, and the time to exit
  • Investors get three years to convert the Health Impact Bond into equity, after that, a phase out period triggers automatic conversion

Scalability

Our standardized venture building model is fully scalable, and our ecosystem in which we embed our ventures will only grow stronger with the addition of new ventures, new partners, and new entrepreneurs. We centralize knowledge and enable entrepreneurs to tap in to that knowledge in a fast and efficient manner.

Current status

  • 16 ventures built
  • Ca. 1000 leads scouted so far in 2017
  • Over 2.5mln in financing raised
  • Fast access to national and international top expertise arranged for important areas, including, but not limited to:
    • Medical specialists
    • Hospitals
    • Ministry of Health
    • Corporates and SME’s
    • Legal & IP advisors
    • Product developers and engineers
    • Non-dilutive financing experts
    • Informal investors and venture capital

Planned developments

  • Our ambition: to become the central point of gravity of healthtech innovation in the EU
  • We have already proven we are able to create value, and aim to have established a perpetuum mobile by 2022, a state in which our exit proceeds cover our operating costs and investment needs
  • We aim to secure access to seed capital by integrating a convertible note fund with our venture building capabilities

Target group

Promising healthtech inventions that have the potential to improve quality of life, that qualify on the following selection criteria:

  • Innovative technology
  • Potential impact on health care system
  • IP or other competitive advantages
  • Recognition by key opinion leaders

Market size

Our healthcare system is subject to radical change: “We ain’t seen nothing yet”.

  • Driven by the growth in technological opportunities, patent application numbers are growing. Germany, the Netherlands and Switzerland are the top 3 countries for European patent applications. 
  • Actual valorization is still lagging behind, there is a huge opportunity to bring more tech to the market.
    • In 2016, only 7 and 156 deals (€750k+) were made by healthtech spin-offs in the Netherlands and Europe respectively, indicating the low percentage (around 1%) of patents that are successfully commercialised. 
  • The moment is now: Healthcare is revolutionizing, and investors know it.
    • Digital health equity funding: $28 BILLION across 4,412 DEALS since 2013
    • Capital invested by EU investors in the healthcare sector in 2016: EUR1.8b

Competition

The playing field in which we operate is fragmented and crowded by players who tend to focus on traditional models, such as incubator programs or capital provision. Only a very limited number of players are true venture builders like NLC, providing cradle to maturity venture support.

NLC has the opportunity to become the leading healthtech focused venture builder in Europe for three reasons:

  • Our peers do not focus solely on health tech, providing an opportunity for NLC to become the leading health tech focused venture builder
  • None of our venture building peers have a presence in mainland Europe, all focus on Anglo-Saxon countries. We have the opportunity to fill this gap in the market
  • We have a competitive advantage over traditional players, such as incubators and VC’s, because we are getting involved at an early stage and show long term commitment. Being able to provide financing at all stages will be key in further expanding our competitive advantage over these players

Customer feedback

NLC Netherlands Ventures B.V. has already build a portfolio of 16 companies together with research institutes, investors and corporates. 


NLC has an extensive pool of experienced entrepreneurial managers, who are connected and embedded into our ecosystem in order to match them to the best fitting and promising opportunities. This way, our ventures are managed by the best entrepreneurs while inventors can focus on tech development.

Customer feedback

“From my experience with healthtech startups I see there is a need for parties such as NLC. What’s more, NLC has a talented and balanced team.”

Mr. Rob de Ree, Former CEO Dezima Pharma 


“As a physician, I lack the knowledge and expertise to start a business and do not have the time to get more educated on this topic. NLC does have this expertise and can therefore cover the new business information for me, so I can still focus on my clinical work.” 

Mr. David Robert Koolbergen, MD, PHD, Congenital Cardiac Surgeon


“Contributing from my field of knowledge to innovative solutions during the NLC validation phase really compliments my work as an ENT specialist.”

Mr. Hendrik Verschuur, ENT specialist MCH


“It is fantastic that medical specialists belonging to an association can stimulate medial innovation in the Netherlands together with NLC.”

Mr. Erik Gerritsen, Secretary General of the ministry of Health, Welfare and Sport.


“As a researcher and product innovator, I don’t have the knowledge or expertise to translate a research prototype into business. NLC saw the business opportunity and has the expertise and network to bring the MIA to the clinic. NLC built the Lapara team, combining the complementary expertise of its members, in which I now participate. This way I can focus on my expertise and strengths, while learning from my colleagues both at Lapara and at NLC.”

Mr. Joris Jaspers, Associate Professor at UMC Utrecht and CTO at Lapra surgical B.V. 


“NLC convinces and stimulates the innovator to start-up a company. NLC will provide you the best people to make the start-up a success. This is very interesting for Philips, this is the very critical first step.”

Mr. Rocco van den Berg, Innovation Lead at Philips Healthworks 


“Through our cooperation with NLC, the conversion of promising SanQuin research ideas into successful and market-oriented product development will be accelerated.” 

Mr. Roel Melsert, Director Sanquinnovate 

New customers

NLC Ventures Netherlands B.V. aims to develop between 10-15 companies in the upcoming year, depending on the availability of deal flow fitting NLCs criteria.

Sales pitch

NLC is the European healthtech venture builder, bringing science-based healthtech inventions to life. NLC builds promising ventures together with inventors through co-founding.

What has been done before

THE NLC PROCESS:

AN OVERVIEW


THROUGHOUT THE PROCESS WE ADD TEAM, MODEL AND FINANCE


TEAM

We introduce the entrepreneurial spirit needed to bring innovations to market. NLC ensures the healthtech venture can count on the skills and competencies required to transform the invention into a commercial success by:

  • Recruiting an “entrepreneurial manager” and other team members using NLC‘s extensive network and
  • experience in executive search
  • Providing capacity and hands-on
  • support from the business developers in our talent pool
  • Providing access to an extensive network of experts
  • Providing training programs for the venture team


MODEL

Together with an extensive network we help ventures to build a sustainable business model. NLC helps the venture to develop the right business model by:


  • Applying the Lean Startup methodology and thoroughly validating all aspects of the invention
  • Performing in-depth market and
  • stakeholder analysis
  • Providing strategic advice
  • Pooling knowledge and experience,
  • thereby building ventures faster


FINANCE

We have the right expertise to attract non-dilutive and dilutive funding for our ventures.
NLC raises finance to bridge the
venture’s equity gap by:


  • Providing support for building investor decks
  • Providing support for funding strategies including dilutive and non-dilutive sources of funding
  • Connecting and aligning with different financial stakeholders


THE NLC PROCESS: SCOUTING

NLC scouts promising healthtech

inventions that have the potential to make serious impact on health. We
therefore, collaborate with Technology Transfer Offices of Universities and Academic Research Centers. Because valuable IP is also generated at peripheral hospital sites and research hubs, we hold close contact with these institutes as well. In the scouting phase, we conduct a scan to decide whether there is a concrete request for help in bringing the invention to the patient or healthcare provider.


THE NLC PROCESS: SELECTING

Inventions are screened using predefined selection criteria:

  • Innovative technology
  • Dedication and commitment of inventor(s)
  • Potential to lower healthcare costs
  • Impact on quality of life
  • Scalability
  • IP or other competitive advantages
  • Recognition by key opinion leaders
  • Market entry within 1-3 years


THE NLC PROCESS: VALIDATION

The validation phase is carried out by
NLC together with the inventor. The goal of this phase is to validate the business opportunity and to make a clear plan for building the venture. During validation we:

  • Start recruitment of an experienced entrepreneur, who can lead the team as Entrepreneurial Manager
  • Test assumptions with different stakeholders
  • Conduct extensive market, funding, and customer research
  • Develop insight into the technological product development
  • Develop a go to market strategy


THE NLC PROCESS: BUILDING

The strict selection and validation of inventions ensures that we only build on the most promising ideas. The foundation for Team, Model and Finance that we created in the validation phase is further developed. External parties are engaged if necessary. The goal of the building phase is to get the team operating smoothly, test the business model in the market, secure required funding, and engage in market access activities as soon as possible.

The first 6 months of the building phase require the most input from NLC, as this is the critical period. Thereafter NLC‘s role is mainly providing strategic advice, coaching, and access to our network.

Marketing & sales channels

We actively scout science-based healthtech inventions at all leading research institutes as well as at corporates, see section 'partnerships' for more info.

Marketing objective

We aim to grow our partnerships with research institutes and corporates to 40 partnerships by 2020

Partnerships

We generate additional leads inflow through our ambassador network, NLC expert role at events and competitions and media exposure

Pan-European outreach started in 2017 and has already yielded leads from 12 countries, the first of which are currently being processed

Turnover so far

The issuer is active since 26-02-2013. The following financial information is the most recently available financial information.

Balance sheet 

This information is dated 17-10-2017. 


The Equity position of the company is € 1.973.000 and consists out of :

Shareholder capital € 5.000

Agioreserve: € 3.067.000

Results 2016 € 672.000 -

Results 2017 € 427.000 -


The Debt position of the company is € 144.000 and consists out of:

Creditors: € 124.000

Short term facilities € 21.000

Current accounts € 2.000 -


The division between equity/debt is 93/7. After the placement of the convertible bond with minimal proceeds of € 500.000 the division will be 75/25. After the placement of the convertible bond with maximum proceeds of € 1.000.000 the division is 63/37. The working capital after the placement amounts to minimal € 1.392.000 and maximal € 1.893.000  and consists out of. The following information accounts for the situation after the placement of the convertible bond. 


The proceeds of the offering are expected to be minimal € 500.000 and maximum € 1.000.000.


After the minimal placement of € 500.000

Current Assets 

Cash € 552.000 

Receivables   € 206.000

Current accounts € 180.000

Taxes and premiums € 0

Other receivables  € 499.000

Total: € 1.536.000


Short term debt capital 

Short term facilities  € 21.000 

Creditors   € 124.000

Current accounts  € 2.000 -

Taxes and premiums. € 0

Total: € 144.000


€ 1.536.000 - € 144.000 = € 1.392.000


After the maximum placement of € 1.000.000:

Current Assets 

Cash € 1.052.000 

Receivables   € 206.000

Current accounts € 180.000

Taxes and premiums € 0

Other receivables  € 499.000

Total: € 2.037.000


Short term debt capital 

Short term facilities  € 21.000 

Creditors   € 124.000

Current accounts  € 2.000 -

Taxes and premiums. € 0

Total: € 144.000


€ 2.036.000 - € 144.000 = € 1.893.000


The amount of outstanding loans is € 0.

The issuer has not securitized or guaranteed any loans.


Profit and loss account 

The following information accounts for the period starting 01-01-2017 ending 30-09-2017 and is the most recent available information.

The revenues for this period amount to € 469.000. The operational costs in this period amount to € 900.000. Other costs in this period amount to € 13.000. The net profit for this period amounts to  - €445.000.

Projected turnover

2018: 1.5m
2019: 1.9m
2020: 5.7m
2021: 10.0m
2022: 17.8m

Assumptions

Ventures built:

2018: 12
2019: 18
2020: 26
2021: 35
2022: 40


Exit proceeds based on portfolio development and estimated IRR on portfolio so far. First exit assumed in 2018. Average time to exit: 3-8 years.

Invested so far

2014-2017: NLC Holding - Cash and Sweat capital - EUR 730k
2015: Crowdfunding campaign - Convertible notes - EUR 514k
Oct 2017: Equity round - Series A - Informal investors - EUR 2m
Total: EUR 3.2m


Investment requirement

Up to €1,000,000 worth of Securities per closing, with a minimum of €500,000 per closing. 

Purpose of investment

The total proceedings of this raise can be maximum € 1.000.000. This amount can be lower if the raise is not completely subscribed, the minimum closing is set for € 500.000.


The proceeds of this raise will be used to scout, validate and develop health tech innovations. 


Of the minimal proceedings of € 500.000, € 20.000 will be used to cover the costs of this raise. For a maximal raise of  € 1.000.000, this amounts will be € 32.500. The costs of this raise consist of:

  • Startup fee € 7.500
  • One time success fee (2.5% of the closing amount) € 12.500 - € 25.000

Return

The interest rate of this convertible bond is 8% per annum, calculated as flat rate interest and will accumulate to the outstanding bond amount. 

Risks

See the "risk section" in the summary on top of this page for a detailed overview of all the risks.

Declaration issuing entity

No significant changes

Since the most recently published and audited Financial Statements of the issuing entity, no significant negative changes have occurred in the issuing entity’s prospects.


Trends

There is no information about known trends, uncertainties, requirements, obligations or events that can reasonably be assumed to have indispensable consequences for the prospects of the issuing entity, for the current financial year.


No significant alteration in the financial or trading position

Since the most recently published and audited Financial Statements of the issuing entity, there  has been no alteration of tenor in the financial or trading position of the issuing entity and the group to which the issuing entity belongs.


Corporate Governance Code

As the Dutch Corporate Governance Code only applies to companies with registered offices in the Netherlands, whose shares or certificates of shares are admitted to the official listing of a government-approved regulated market (securities exchange), the issuing entity (unlisted) does not apply this code.


Potential conflicting interests

There are no (potential) conflicts of interests between the obligations of the executive board members of the issuing entity on the one hand, and their own interests and / or other obligations on the other.


Procedures

There are no government interventions, court cases, or arbitrations, including such procedures that are pending or may be initiated, to the best of knowledge of the issuing entity, over a period of at least the previous 12 months that may have a significant impact, or have recently had, on the financial position or profitability of the issuing entity or the group to which the issuer belongs.


Figures

All figures in this information memorandum are not audited, unless explicitly stated otherwise.


Symbid and the platform

Some Background Information on Symbid

Symbid's operations largely consist of the acceptance and disclosure of orders for retail, wealthy, and professional investors. Through its activities, Symbid supports the interaction between affected investors and progressive start-ups and growing companies in the SME in the Netherlands. This involves the financing of various types of projects that realize a positive impact the society with the help of an affected group of investors or ambassadors. Our platform provides a non-personalized, online recommendation to a broad audience, by allowing organizations to profile their project in a transparent and financially sound manner, and to professionally build and maintain the relationship with its financiers / investors.


Other parties involved during the issuance

Structure

During the issuance, the following legal entities play an important role:

  • NLC Ventures Netherlands B.V  (the issuing entity);
  • Symbid Crowdfunding, a trade name of Symbid Coöperatie UA., a cooperative association with limited liability, registered in Rotterdam, office at Marconistraat 16, Rotterdam, and registered in the commercial register of the Chamber of Commerce under number 52466825;
  • Stichting Symbid Loan Administration, a foundation, registered in Rotterdam, office at Marconistraat 16, Rotterdam, and registered in the commercial register of the Chamber of Commerce under number 64667448;

The foundation plays a role in managing the interests of the lenders in case of disasters, such as, if applicable, payment issues,  securing collateral and supervising the handling of cash flows between borrowers and lenders.