Offer Price

A$0.800

per share

Offer Size

A$3,000,000

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Pre-IPO

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Heartbeats Limited

HBT

Lead Manager

Contact - Ruwan Weerasooriya

0412 448 769

ruwan@cloudholter.com.au

Offer Price

A$0.800

per share

Offer Size

A$3,000,000

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Pre-IPO

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Introduction

Heartbeats Limited (HBT - an unlisted public company) - the 100% owner of CloudHolter Pty Ltd (CloudHolter) - is preparing to list on the Australian Stock Exchange (ASX) via an Initial Public Offer (IPO).

CloudHolter has an established, sustainable commercial model that leverages diagnostic services to generate a substantial and growing repository of proprietary labelled cardiac rhythm data for use in its AI software development initiatives.

Key Highlights

Fast growth (~100% YoY)
Strong cash flow (multi-million $ revenue)
Attractive unit economics (~60% gross margin)
Substantial AI upside (not included in current valuation)

HBT is a compelling opportunity for investors at the intersection of cardiac healthcare and artificial intelligence. With established, cash-generating diagnostic services that support the generation of its unique and rapidly growing repository of proprietary cardiologist-labelled cardiac rhythm data, the Company is strategically positioned to participate in — and potentially lead — the next wave of AI-driven cardiac diagnostics.

In advance of its planned IPO, the company is undertaking a Pre-IPO Offer to provide priority access and allocation to key partners and supporters.

Funds raised through the Pre-IPO Offer will support the continued expansion and development of operations ahead of a broader retail IPO, which is intended to proceed as soon as practicable. The IPO structure will be finalised based on the outcome of the Pre-IPO Offer.

Liquidity Contact

Name: Bryant Mclarty
Phone: 0411 222 927
Email: bmclarty@liquidity.com.au

Offer Details

Issue Price (Per Share)

A$0.800

Offer Size

A$3,000,000

Shares Available

3,750,000

The Pre-IPO Offer is being undertaken to provide priority access and allocation to strategic partners and supporters in advance of the planned retail IPO. The IPO is planned to proceed as soon as practicable with the structure to be finalised based on the outcome of the Pre-IPO Offer.

The Pre-IPO Offer seeks to raise a minimum of $3,000,000 with capacity to accept oversubscriptions. Shares are offered at A$0.80 per Share with 1 for 8 free attaching Options (exercise price of A$1.00, 3 year expiry).

A$0.80/Share represents a valuation of approximately $160m which is supported by a DCF analysis of CloudHolter’s diagnostic services revenue and does not include any value being attributed to CloudHolter’s significant, growing repository of proprietary, cardiologist labelled heart rhythm data for future AI software development initiatives.

Supporting Information and Meeting

Term Sheet

View video overview – https://www.cloudholter.com.au/learn-more

Book meeting - https://www.cloudholter.com.au/book-a-call

Company Background and Overview

HBT was incorporated in November 2025, and has subsequently acquired 100% of the issued shares in Cloudholter in preparation for an ASX listing.

CloudHolter is a fast-growing MedTech business that is leveraging its innovative, in- practice cardiac testing services to develop AI-powered software for ECG analysis to diagnose heart rhythm issues.

The business was founded in 2020 (during the Covid-19 pandemic) by Professor Rukshen Weerasooriya, a Perth based cardiologist and subspecialist cardiac electrophysiologist specialising in the treatment of heart rhythm disorders. (See bio in Key Management and Board section).

CloudHolter provides Australian general practitioners (GPs) with innovative, in-practice cardiac testing services that use the latest technology to provide patients with fast, high-quality cardiac testing that is 100% bulk billed from the convenience of local GP rooms.

While CloudHolter commenced operations based on its in-practice Holter monitoring service, it has since broadened its service offering to include ECG testing and Telehealth consultations which align with the typical patient diagnostic journey.

In addition to generating operating cash flow, CloudHolter’s cardiac testing workflows have been designed to precipitate labelled data for use in research and development activities associated with machine learning (ML) and artificial intelligence (AI) software development.

CloudHolter is using its growing repository and stream of proprietary labelled data from its testing services to develop AI-powered software for ECG analysis to diagnose heart rhythm issues.

Such AI diagnostic software - subject to appropriate regulatory approvals - has the potential to be faster, more accurate and more cost-effective than current manual practices.

In addition to internal use by CloudHolter to improve service efficiency and profitability, AI cardiac diagnostic software developed by CloudHolter could potentially be licensed globally for use in a variety of clinical/commercial applications.

The CloudHolter Solution

CloudHolter addresses the significant instance of patients presenting with palpitations in General Practice medicine in Australia, supporting GPs to diagnose heart rhythm issues efficiently and confidently via a bulk billed business model where there are no costs to either the GP practice or the patient.

There is a growing need for cardiac testing due to a number of factors including but not limited to the aging population which is driving an increased prevalence of heart rhythm issues and cardiovascular disease, improvements in diagnosis and treatment options, greater clinical emphasis on early detection and consumer adoption of wearable devices such as the Apple Watch that detect heart rhythm anomalies.

The Holter testing market in Australia represents a large and growing segment of cardiac diagnostics. Based on Medicare statistics, Holter testing in Australia has experienced a compound annual growth rate of over 8% over the past 20 years, with 510,469 Holter tests performed through Medicare during the CY25 representing approximately $85m in rebates paid by Medicare to providers of Holter testing services.

Since its founding approximately 5 years ago, Cloudholter has captured a significant and growing share of the Holter testing market by disrupting the traditional cardiac testing models — historically delivered through pathology labs and cardiology practices.

CloudHolter has created an “Uber Vs Taxi” style dynamic for Holter testing by using the latest technology and working with Australian general practices to empower GPs to provide cardiac testing directly within their practices.

Partner GPs benefit from a streamlined, technology-enabled cardiac testing services which are integrated directly into their practice, while patients gain access to enhanced standards of cardiac diagnosis and management that is 100% bulk billed and delivered conveniently through their trusted local GP.

While CloudHolter initially launched based on its in-practice Holter monitoring service, it has since extended its service offering to also include ECG testing and Telehealth services.

In addition to generating operating cash flow with attractive gross margins, CloudHolter’s testing workflows have been designed to precipitate labelled data for use in research and development activities associated with machine learning (ML) and artificial intelligence (AI) software development.

ASX Listed Peers

The following companies represent ASX-Listed peers involved in the development and commercialisation of AI enabled cardiac diagnostic software.

EchoIQ (ASX: EIQ) – https://www.asx.com.au/markets/company/EIQ

Artrya (ASX: AYA) – https://www.asx.com.au/markets/company/AYA

While the AI software applications of the above companies relates to AI diagnosis associated with the “plumbing” of the heart compared to CloudHolter’s future focus which will be on AI diagnostic software associated with the “electrics” of the heart, they represent peers in the development of innovative AI powered cardiac diagnostic software.

As reflected in their respective market capitalisations as at 13 February 2026 - EIQ: ~$330m, AYA: ~$500m - both companies enjoy strong investor support that highlights the potential market value of AI MedTech solutions for cardiac diagnostics.

In comparison to the early-stage commercialisation efforts of EIQ and AYA, CloudHolter has an established and sustainable commercial model, with fast growing (~100% YoY), cash generation (multi-million $ revenue) and strong unit economics (~60% gross margin) from its diagnostic services that precipitates a substantial and growing repository of proprietary labelled cardiac rhythm data for use in its AI software development initiatives.

The Pre-IPO Offer valuation of ~$160m is based on an internally prepared Discounted Cash Flow analysis of CloudHolter’s diagnostic services revenue which has been independently reviewed.

Importantly, no value has been attributed to the potential value of CloudHolter’s significant repository of proprietary, cardiologist labelled heart rhythm data and its potential use in future AI software development initiatives.

At its current Pre-IPO valuation, investors gain exposure to a proven and fast scaling operating business, along with the significant upside potential of future AI software development initiatives which have potential to attract levels of support similar to EIQ and AYA.

Key Management and Board

Prof Rukshen Weerasooriya

Founder and Chief Medical Officer (CMO)

BMedSc (Hons), MBBS (University of Western Australia), FRACP, FCSANZ

Prof. Weerasooriya is the founder and Chief Medical Officer of HBT. He is a cardiologist with sub-specialty training in all aspects of heart rhythm management and continues to practice as a cardiac electrophysiologist through his private practice.

He is a Clinical Professor of Medicine at University of Western Australia and maintains a position as visiting scientist at the LIRYC Institute of advanced cardiac arrhythmia mapping in Bordeaux (www.ihu-liryc.fr), a global leader in cardiac research and the treatment of cardiac arrhythmia.

Prof. Weerasooriya oversees the clinical operations of CloudHolter and is responsible for the ongoing development and innovation of its service delivery, including leadership of the research and development associated with CloudHolter’s AI diagnostic software development projects.

He has been involved in academic medical research in the field of heart rhythm for over 30 years, and produced over 100 academic research outputs, through which he has developed an extensive, international network among the leading scientists in the field of cardiac electrophysiology.

In addition, he is the Chair of the Cardiology Craft Group at Hollywood Private Hospital, the largest private hospital in Western Australia, and one of the largest in Australia, and a member of the medical advisory committee of the patient support charity Hearts4Heart. He also served as the Western Australian Chairman of the Cardiac Society of Australia and New Zealand from 2011 – 2025.

Mr Ruwan Weerasooriya

Chief Executive Officer (CEO)

Mr Weerasooriya has played a central role in establishing and successfully scaling the CloudHolter’s operations. With over 30 years of experience at the forefront of digital disruption, Mr Weerasooriya has founded, built, and led a number of technology and media businesses, delivering multiple successful outcomes including trade sales to ASX-listed industry leaders.

Mr Weerasooriya is the Chairman of Rewardle Holdings Limited (RXH), a software business that he founded and listed on the ASX in 2014 that now operates as an unlisted public company undertaking the development, operation and commercialisation of its proprietary Business to Business to Consumer (B2B2C) software platform.

In his role with CloudHolter, Mr Weerasooriya draws on his entrepreneurial experience and proven track record in establishing and scaling businesses to drive the growth and development of CloudHolter’s day to day operations and the execution of its long- term strategic vision to become a global leader in AI diagnostic software.

Ms Claire Newstead-Sinclair

Chief Financial Officer and Company Secretary (CFO and CoSec)

Ms Newstead-Sinclair is a Chartered Accountant with over 20 years of experience in finance and governance roles. She has extensive ASX experience and has provided company secretarial and corporate advisory services to boards and various committees across several industry sectors.

She previously worked with Vistra Australia, a professional advisory and corporate services firm, where she provided company secretarial and CFO services to listed and unlisted companies, including roles with Paragon Care (ASX:PGC), Invion Limited (ASX:IVX), Mithril Resources Limited (ASX:MTH) and FAR Limited (ASX:FAR).

Ms Newstead-Sinclair holds a Bachelor of Business (Accounting) from Monash University. She has been a Chartered Accountant since 2005 and an Affiliated Member of the Governance Institute of Australia since 2012.

Mr David Niall

Non-Executive Chairman

BSc (Hons.) (University of Melbourne), MBA (Harvard Business School), GAICD

Mr Niall is Non-Executive Chairman of HBT. He is an experienced executive and company director with more than 30 years of expertise in strategy, growth, and value creation.

His career spans senior leadership roles across management consulting, telecommunications, technology and childcare, where he has successfully developed and executed complex strategic programs.

Mr Niall brings HBT a strong background in risk management, governance, and people and culture, combined with a proven track record in building and leading high-performing teams. He has extensive experience working with high-growth and early-stage companies, particularly in developing and launching innovative products into competitive markets.

He has many years of ASX board experience through his previous roles as a Non-Executive Director and Chairman of Mayfield Childcare Limited (ASX:MFD) and his time as an Executive and Non-Executive Director of Rewardle Holdings Limited which was ASX listed from 2014 to 2025.

Mr Trent Goodrick

Non-Executive Director

BAppSc (HMS_EDU) (University of Queensland), MAICD

Mr Goodrick is a Non-Executive Director of HBT. He was the first external investor in CloudHolter, supporting its vision to become a leading, global digital health Company.

He has developed an understanding of equity capital markets over 20 years of personally investing in ASX small cap companies, developing knowledge and insights across a broad range of industry sectors, including MedTech opportunities.

Mr Goodrick was a top 10 shareholder of ASX listed ResApp Health Limited (ASX: RAP), an Australian digital health company that developed smartphone-based diagnostic tools for respiratory diseases using machine learning and audio analysis of cough and breathing sounds. ResApp was spun out of the University of Queensland, listing on the ASX in 2015 and acquired by Pfizer for ~$180m in 2022.

His experience in the ResApp journey of commercialising innovative digital healthcare IP, navigating development, commercialisation and corporate exit will provide valuable insight and input to CloudHolter's successful execution of its strategic initiatives.

Mr Goodrick brings extensive governance, risk management and policy development experience to his role as an HBT Non- Executive Independent Director from his professional background in the elite private education sector.

Dr Conway Tang

Non-Executive Director

MBBS (University of Western Australia), DCH, FACEM, MBA

Dr Tang is a highly experienced Emergency Physician based in Perth, Western Australia. He practices at Joondalup Health Campus (JHC), incorporating one of the busiest public emergency departments in Australia, with the hospital on-track to be a 1000-bed facility in the near future.

In his clinical capacity, Dr Tang delivers acute and critical care across the full spectrum of emergency medicine, aligning with the highest standards of clinical practice and quality assurance. The governance environment at JHC emphasises patient safety, continuous learning and clinical incident management. Dr Tang has played an active role in implementing and monitoring emergency- medicine protocols, quality improvement initiatives, and patient safety frameworks.

Dr Tang is also integrally involved in professional education, training and human resource management. He has served for the last twenty years as a Director of Clinical Training within JHC’s Postgraduate Medical Education, overseeing the ongoing professional development of junior doctors, medical students and allied health practitioners. He has contributed to the design and delivery of comprehensive education programs, including advanced life support, simulation-based training, clinical supervision and competency assessment, in line with the hospital’s Training & Development framework. He holds long-term educational roles with the University of Western Australia and the Royal Australasian College of Surgeons.

As a frontline clinician in a high-volume emergency department and as a lead contributor to governance, protocol compliance and training frameworks, Dr Tang’s experience in service provision, workforce capability, and multi-stakeholder alignment provides a robust combination of operational, educational and quality- assurance expertise.

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Heartbeats Limited

Heartbeats Limited