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NEOH: The future of snacking

As a food tech, NEOH wants to revolutionize the global confectionery market with the sugar reduction megatrend. With the most innovative sugar substitute formula on the market, NEOH is planning sales of around 11 million euros in 2022.

Diese Emission wurde am 04.05.2021 um 23:59 für Investoren mit Sitz/Wohnsitz in Österreich geschlossen. Eine Investition ist daher für Investoren mit Sitz/Wohnsitz in Österreich nicht mehr möglich. Es ist geplant diese Emission in Kürze auch Investoren mit Sitz oder Wohnsitz in der Bundesrepublik Deutschland anzubieten. Diese Emission steht derzeit nur Investoren mit Sitz/Wohnsitz in Finnland zur Verfügung.

This issue was closed on 04.05.2021 at 23:59 for investors domiciled/resident in Austria. An investment is therefore no longer possible for investors domiciled/resident in Austria. It is planned to offer this issue shortly to investors domiciled or resident in the Federal Republic of Germany. This issue is currently only available to investors domiciled/resident in Finland.

Anti suljettiin 4.5.2021 klo 23:59 sijoittajille, joiden kotipaikka on Itävallassa. Sijoittajat, joiden kotipaikka on Itävallassa, eivät voi enää sijoittaa. Annin tarjoamista pian sijoittajille, joiden kotipaikka on Saksassa, suunnitellaan. Tämä anti on tällä hetkellä tarjolla vain sijoittajille, joiden kotipaikka on Suomessa.

Gesetzlicher Risikohinweis: Der Erwerb dieses Wertpapiers ist mit erheblichen Risiken verbunden und kann zum vollständigen Verlust des eingesetzten Vermögens führen. Wichtige Informationen für Ihre Investitionsentscheidung finden Sie in den angehängten Unterlagen am Ende der Pitchpage. Für Investoren mit Sitz/Wohnsitz in Finnland ist insbesondere das "Information Sheet for Finnish Investors" zu beachten und sorgfältig zu lesen.

Legal risk notice: The investment in this security carries significant risks and may result in the complete loss of the capital invested. Important information for your investment decision can be found in the attached documents at the end of the pitch page. For investors domiciled/resident in Finland, the "Information Sheet for Finnish Investors" in particular must be considered and read carefully.

For questions please contact [email protected]

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Vår berättelse

The issuing company will participate as a shareholder in the operating company, Alpha Republic GmbH (hereinafter also referred to as “NEOH by“ Alpha Republic GmbH ”” or “NARG”) with the proceeds of this round. More detailed information on the business activities of NARG can be found under section 2 of the enterprise information.

As an innovative food tech company, NEOH wants to revolutionize the global confectionery market. The company is operating within a megatrend: the trend towards healthier and sugar-free snacking. With the innovative sugar substitute formula, NEOH can replace sugar in all products in the confectionery segment sustainably and significantly better than all other alternatives on the market. In this multi-billion dollar market, in which over USD 800 billion is sold annually, NEOH aims to become a global player with an ever-increasing range of healthier and tastier confectionery products with which the war is declared on sugar.

A Google trend analysis shows that the search for sugar reduction has now caught up with megatrend topics such as green energy or e-cars.

COMPANY HIGHLIGHTS

01 MEGATREND: FIGHT SUGAR

Sugar is one of the biggest health problems in the world. Sugar reduction will be the megatrend of the decade. Solutions for the sugar crisis are already being worked on around the world. One solution to this are state regulations, from warning notices to penalty taxes and bans. 28 countries have already introduced a sugar tax on beverages and food to reduce the sugar consumption of the population.

02 THE REVOLUTIONARY SUGAR SUBSTITUTE

NEOH has the most innovative sugar substitute on the market. This not only guarantees a drastic reduction in the sugar content, but is the only formula in the world that has a low impact on blood sugar with a full taste. This opens up gigantic growth potential for the company.

03 NEOH REVOLUTION IN THE GLOBAL CONFECTIONERY MARKET

The global confectionery market is over USD 800 billion. NEOH wants to revolutionize in this segment and become a global top player with a large range of products.

04 FIRST CLASS TRACK RECORD

NEOH is the top seller in Austria and bestseller on Amazon in Germany after only one year on the website. Numerous awards confirm that NEOH is a gamechanger for customers and sweets experts.

05 DYNAMIC GROWTH IN 4 CORE MARKETS

In the medium term, the company wants to become a global top player. To achieve this, NEOH is currently accelerating growth in Austria, Germany and the USA. The company is also growing in the white label market through well-known partners.

Vår affärs- och marknadssituation
Track records

Track Record # 1 Top seller in the domestic market Austria. Sustainable growth shows the development in the domestic market in Austria. This is how NEOH made it to the top seller at the largest food retail chain SPAR. With this strong performance, NEOH was already operationally positive in Austria in 2020, although the rollout into Austrian retail stores is far from complete.

Track Record # 2 Most recently, NEOH received the most important German award for a food tech, namely the Healthy Living Award 2021. The decisive factors are: 1. the taste, which is judged by a professional jury of chefs, plus 2. the health component, which has been analyzed by leading doctors.

Track Record # 3 Customers love the bars from NEOH. This is confirmed by the sales figures on Amazon Germany / Austria, where NEOH almost consistently received the bestseller status in its category.

Track Record # 4 Strong brand, popular product. NEOH has quickly established itself in the minds of consumers with its strong communication. For example, the recommendation rate - the most important brand value - is an excellent 74% in Germany.

Track Record # 5 2021 Jan / Feb Growth of 150%: in the months of Jan / Feb, sales within the NEOH brand more than doubled compared to the same period last year. And that despite limited availability due to Covid-19. Online sales even tripled compared to the previous year.

 The revolution in the global confectionery market

The revolutionary NEOH sugar substitute formula can be used in almost all sweets, from chocolate bars to waffles to spreads and much more. The NEOH product portfolio is therefore constantly being expanded. As early as 2021, three new product innovations will be launched on the market that make use of the NEOH miracle formula. NEOH's goal is to play the leading role on the confectionery shelf of the future.

This opens up almost unlimited growth opportunities for NEOH. Especially in the rapidly growing market for sugar-free-confectionary with an annual growth rate of 3.18% for 2019 to 2024. This market is worth around USD 3.5 billion worldwide. This means that it is growing significantly faster than the market for conventional chocolate with an annual growth forecast of only 1% from 2019 to 2025. However, the potential is even greater if you include the markets for sugar-free wafers, cookies, spreads and further more. NEOH wants to gain a foothold with its products everywhere in the next few years.

NEOH relies on a strong brand that has been protected in all relevant areas and regions. In addition, NEOH's sugar substitute formula is at least as well-kept a secret as the original recipe from the world's most famous soft drink manufacturer, Coca Cola. For example, the company only provides its production partners with the NEOH sugar substitute formula ready-mixed. In this way, NEOH ensures the quality of its products but also a decisive competitive advantage for revolutionizing the confectionery market.

Vårt team

Vårt team

Mag. Manuel Zeller

Manuel is Founder and CEO at NEOH. NEOH was the first to give birth to his vision of healthier snacking. Before he dedicated himself 100 % to the fight against sugar, he gained many years of experience at top management level and is very familiar with digital marketing. With his innovative and strategic way of working, he and his team want to turn his vision into reality and become the most innovative food tech in the confectionery industry.

Mag. (FH) Alexander Gänsdorfer, MBA

Alexander is Co-Founder and CMO at NEOH. As a former Senior Manager for New Business Development and Brand Manager, he has the necessary expertise to develop NEOH and make it one of the leading confectionery brands in the world.

MMag. Patrick Kolomaznik

Patrick is CFO and Co-Founder of NEOH. He is the financial expert on the NEOH team. He acquired his knowledge in this area as Vice President for Infrastructure and as Technical Managing Director of well-known companies. 

Adel Hafizovic

Adel is CSO and co-founder of NEOH. As a former corporate account manager in key account sales, he is our expert in opening up new markets and acquiring sales partners. In addition, he uses his expertise for the implementation, compliance and development of safety-relevant topics at NEOH. 

Risker

Onoterade tillväxtföretag är investeringar med hög risk. Risker som finns i onoterade företag är t.ex. risken att förlora hela din investering, brist på likviditet på aktien, oregelbudna eller sällsynta utdelningar (vinstutdelning) och utspädning av din insats. Läs denna denna riskvarning noggrant innan du gör en investering.

Vi rekommenderar att du tar reda på investeringsmålet som du är intresserad i, diversifierar genom att investera i flera investeringsmål, och balanserar din portfölj genom att likvida investeringar. Vi rekommenderar även att du studerar noggrant riskbeskrivningarna som finns i målföretagens riskavdelningar, som du hittar i investeringsmaterialet.

Bifogat till investeringsmaterialet hittar du en kreditupplysning som kan vara relevant för att göra ett investeringsbeslut.

RISKS IN CONNECTION WITH THE LEGAL STRUCTURE OF THE SECURITY OR THE INVESTMENT AND THE SECONDARY MARKET

Shareholders may lose all or part of their invested capital.

Shareholders in the Company are equity investors and have no creditor position vis-à-vis the Company in the event of insolvency. Shareholders may lose all or part of their invested capital. In the event of insolvency, the shareholders will only participate in the insolvency assets after the creditors have been satisfied.

The subscription price of the new shares may have been quoted too high.

The subscription price proposed by the Company is based on the Company's own estimates and was determined by the Company based on the enterprise values of Alpha Republic GmbH used for the last capital increases in Alpha Republic GmbH. The assumptions for the enterprise value of Alpha Republic GmbH on which this assessment for the capital increases in Alpha Republic GmbH is based could be inaccurate (in the lack of an enterprise value report) or prove to be inaccurate in the future due to internal and external factors, so that the enterprise value of the issuer would be set too high in this case.

There is no regulated secondary market for the Shares and the Shares are therefore not publicly tradeable.

There is currently no regulated secondary market for the Issuer's Shares. The decision as to whether the Issuer's Shares will be listed on a stock exchange, included in trading on a multilateral trading facility or other system in the future is at the sole discretion of the Issuer. Even if the Shares are listed on a stock exchange or multilateral trading facility, there may not be significant active trading in the Company's Shares. Furthermore, there is a risk that the value determined may not correspond to the calculated true value per share.

The value of the Company's shares may fluctuate significantly for other and quite different reasons, in particular because of changes in actual or projected results, changes in profit forecasts or failure to meet the profit expectations of securities analysts, changes in general economic conditions or the occurrence of one or more risks.

If the Shares are not listed on a stock exchange or included in trading on a multilateral trading facility in the future, Shareholders will lack the ability to dispose of the Shares through the market and will have to seek other means of disposal on their own. This can be time-consuming and expensive. Moreover, there is no market reference price at which to trade the shares. Any suspension or interruption of trading, in the case of public trading of the shares, may also have a negative effect on the trading of the shares of the Company and thus on the price of the shares.

Any future capital increases by the Company and Alpha Republic GmbH may dilute the existing shareholders' share of the Company's share capital and affect the value of the shares.

The main asset of the Company is the shareholding in Alpha Republic GmbH. Should a capital increase in Alpha Republic GmbH be effected without the exercise of a subscription right by the Company, this may lead to a dilution of the Company's shareholding in Alpha Republic GmbH.

In addition, the Company could raise capital to finance possible future capital increases in Alpha Republic GmbH or purchases of shares in Alpha Republic GmbH, if necessary also excluding the subscription rights of existing shareholders at that time. Such capital increases may affect the value of the shares and, in the case of an exclusion of subscription rights, dilute the share of existing shareholders in the share capital of the Company.

In the course of the project, ProSiebenSat. 1 Accelerator GmbH and NEOH USA Inc. invested in Alpha Republic GmbH. This also led to a dilution of the company's share in Alpha Republic GmbH.

RISKS INHERENT TO THE COMPANY OR ITS INDUSTRIAL SECTOR

Entrepreneurial risk

The shares are an entrepreneurial investment. The investor participates with his paid-in capital in the entrepreneurial business risk of the issuer. Statements and estimates about future business development may be or become inaccurate. The economic success depends on many influencing factors, in particular the development of the respective market and circumstances which the Issuer cannot or can only partially influence.

Risks relating to the Company and its shareholder structure

The capital increase will be made by issuing up to 13,400 (thirteen thousand four hundred) new preference shares (no-par value shares). The existing shareholders hold 75,477 no-par value shares (of which 5,477 are preference shares). The shareholders' voting rights are based on the number of no-par value shares. Accordingly, one vote per share is entitled.

The preference shares have a preferential right to dividend distribution, which means that the distributable profit is distributed in its entirety to the voting preference shareholders in proportion to the payments made on their share in the company's share capital, unless the Annual General Meeting provides for a different appropriation. The distribution policy of Alpha Republic GmbH foresees that no distributions will be made to the shareholders of Alpha Republic GmbH, and thus also not to the Issuer, at least until the financial year 2023, and that the profits will be retained in order to increase the value of Alpha Republic GmbH through further investments in the market and in new products. A plan regarding the distribution policy of Alpha Republic GmbH for the years after 2023 is not yet available. In the case of future, planned dividend payments to the shareholders of Alpha Republic GmbH, thus also to the Issuer, the factual financial situation of Alpha Republic GmbH may, however, lead to the fact that no dividends will be paid to shareholders in these financial years.

Risks related to the Company's business model

The Company is a pure holding company. The Company's revenues are generally generated only from the profits of Alpha Republic GmbH which are attributable to the Issuer and in which the Issuer holds an interest as a shareholder.

Alpha Republic GmbH is the operating company.

The Issuer will acquire a maximum of up to 7.34% of the shares in Alpha Republic GmbH in the course of this capital increase in Alpha Republic GmbH (taking into account the previous shareholding of 2.49% in the course of the first capital increase carried out). The Issuer may acquire further shares in Alpha Republic GmbH in the course of further capital increases. The stepwise acquisition of shares in the course of capital increases in Alpha Republic GmbH or the acquisition of shares from existing shareholders of Alpha Republic GmbH shall be carried out through corresponding capital increases in the Company. A possible exit scenario may be a Stock Exchange listing as from 2024.

The payment of dividends to the shareholders of Alpha Republic GmbH is based on the amount of the respective shareholding in Alpha Republic GmbH.

Alpha Republic GmbH has undertaken vis-à-vis the Issuer not to make any changes to the corporate structure of Alpha Republic GmbH that could result in existing or expected revenues being bypassed at Alpha Republic GmbH.

After the capital increase in the Company, the Issuer will use this capital to increase the capital in Alpha Republic GmbH and thereby acquire a share in Alpha Republic GmbH of up to a maximum of 7.34% of the share capital (taking into account the existing share in the share capital of 2.49%) with a share in the share capital of the new issued shares of up to EUR 13,400 (thirteen thousand four hundred Euros). Should there be less shares issued, the share in Alpha Republic GmbH will be reduced by the reduced amount pro rata in the course of a capital increase.

RISK IN CONNECTION WITH THE INVESTOR'S POSITION IN THE EVENT OF INSOLVENCY

Total default risk

In the event of insolvency, the shareholders will only be satisfied from any remaining assets after all creditors have been satisfied. The shareholders thus bear the full entrepreneurial risk of the company. Thus, there is the risk of partial or total loss of the capital invested.

No obligation to make additional payments arises from the purchase of the security.

RISK IN CONNECTION WITH THE ISSUER'S FINANCIAL SITUATION

The Issuer does not have negative equity according to the presented balance sheet.

The issuer has an accumulated loss of EUR 46,154.08 (forty-six thousand one hundred and fifty-four euros and eight cents) according to the presented balance sheet. The financial statements prepared for the 2020 financial year have not yet been audited and do not contain notes and a management report.

No insolvency proceedings have been opened against the issuer in the past three years prior to the issue.