BioPlus Acquisition (BIOSU) S-4Registration of securities issued in business combination transactions

The information in this preliminary proxy statement/prospectus is not complete and may be changed. BioPlus Acquisition Corp. may not issue the securities offered by this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission, of which this preliminary proxy statement/prospectus is a part, is declared effective. This preliminary proxy statement/prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION, DATED MAY 12, 2023

PROXY STATEMENT FOR

EXTRAORDINARY GENERAL MEETING OF BIOPLUS ACQUISITION CORP.

PROSPECTUS FOR

42,289,441 SHARES OF COMMON STOCK AND 11,780,000 WARRANTS OF BIOPLUS ACQUISITION CORP.

(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE, WHICH WILL BE RENAMED AVERTIX MEDICAL, INC. IN CONNECTION WITH THE DOMESTICATION DESCRIBED HEREIN)

The board of directors of BioPlus Acquisition Corp., a Cayman Islands exempted company (which will migrate to and domesticate as a Delaware corporation (the “Domestication”) prior to the closing (the “Closing”) of the Business Combination) (“BIOS”), has unanimously approved the transactions (collectively, the “Business Combination”) contemplated by that certain Business Combination Agreement and Plan of Reorganization, dated as of May 2, 2023 (as amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among BIOS (which shall migrate to and domesticate as a Delaware corporation prior to the Closing), Guardian Merger Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of BIOS (“Merger Sub”), Avertix Medical, Inc., (f/k/a Angel Medical Systems, Inc.), a Delaware corporation (“Avertix Medical”), and, solely with respect to Section 3.03(b) and Section 7.21 of the Business Combination Agreement, BioPlus Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), a copy of which is attached to this proxy statement/prospectus as Annex A. As described in this proxy statement/prospectus, BIOS’ shareholders are being asked to consider and vote upon each of the Domestication and the Business Combination, among other items. As used in this proxy statement/prospectus, “New Avertix Medical” refers to BIOS after giving effect to the consummation of the Domestication .

In connection with the Domestication, prior to the Effective Time (as defined below), among other things, (i) each of the then-issued and outstanding Class A ordinary shares, par value $0.0001 per share, of BIOS (the “Class A Ordinary Shares”) will be converted, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of New Avertix Medical (“New Avertix Medical Common Stock”), (ii) each of the then-issued and outstanding Class B ordinary shares, par value $0.0001 per share, of BIOS will be converted, on a one-for-one basis, into a share of New Avertix Medical Common Stock, and (iii) each then-issued and outstanding whole warrant exercisable for one Class A Ordinary Share will be converted into a warrant exercisable for one share of New Avertix Medical Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the Warrant Agreement, dated as of December 2, 2021, by and between BIOS and Continental Stock Transfer & Trust Company (as amended or amended and restated from time to time). In connection with clauses (i) and (iii) of this paragraph, each issued and outstanding unit of BIOS that has not been previously separated into the underlying Class A Ordinary Shares and the underlying BIOS warrants will be cancelled and will entitle the holder thereof to one share of New Avertix Medical Common Stock and one-half of one New Avertix Medical Warrant.

Concurrently with the Domestication, (i) the governing documents of BIOS will be replaced by governing documents for New Avertix Medical and (ii) BIOS will change its name to “Avertix Medical, Inc.”

On the date of Closing, following the Domestication, Merger Sub will merge with and into Avertix Medical (the “Merger”), with Avertix Medical being the surviving corporation of the Merger (the “Surviving Company” and the date and time that the Merger becomes effective being referred to as the “Effective Time”) and as a result of which the Surviving Company will become a wholly owned subsidiary of BIOS and change its name to “Avertix Medical Operating Corp.”

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time (i) each share of Avertix Medical Common Stock issued and outstanding immediately prior to the Effective Time (including shares of Avertix Medical Common Stock issued in connection with the Warrant Settlement and Avertix Medical Preferred Stock Conversion) shall be canceled and converted into the right to receive (A) a number of shares of New Avertix Medical Common Stock equal to the Exchange Ratio (as defined below) and (B) the holder of such Avertix Medical Common Stock’s contingent right to receive such holder’s pro rata share of the Total Avertix Medical Earnout Shares (as defined below) in accordance with the terms of the Business Combination. The Exchange Ratio is the equity value of Avertix Medical of $132,000,000, divided by $10.00 per share, divided by the number of shares of Avertix Medical Common Stock as of immediately prior to the Effective Time on a fully-diluted and as-converted basis, assuming all Avertix Medical Options were net exercised as of immediately prior to the Effective Time at a fair market value of $10.00 per share.

Following the Closing, as additional consideration for the Business Combination, eligible equityholders of Avertix Medical will be entitled to receive their respective pro rata share of 2,970,000 shares of New Avertix Common Stock (the “Total Avertix Medical Earnout Shares”). The Total Avertix Medical Earnout Shares are issuable in two equal tranches, each contingent upon the occurrence of Triggering Event I or Triggering Event II (each, a “Triggering Event”), as applicable, or a change in control of New Avertix Medical during the seven years following the Closing Date (the “Earnout Period”). Triggering Event I means the date on which the volume-weighted average share price of New Avertix Medical Common Stock is greater than or equal to $12.50 for any 20 trading days within any 30 consecutive trading day period within the Earnout Period. Triggering Event II means the date on which the volume-weighted average share price of New Avertix Medical Common Stock is greater than or equal to $15.00 for any 20 trading days within any 30 consecutive trading day period within the Earnout Period.

At the Effective Time, a portion of the Sponsor’s Founder Shares, consisting of 1,150,000 Class B ordinary shares of BIOS as of the date of this proxy statement/prospectus (the “Total Sponsor Earnout Shares”), will become subject to vesting and forfeiture, and will become vested upon the occurrence of the applicable Triggering Event in the same proportion as the issuance of Total Avertix Medical Earnout Shares to eligible equityholders of Avertix Medical upon the occurrence of such Triggering Event. The Total Sponsor Earnout Shares are subject to reduction in connection with certain additional financing permitted under the Business Combination Agreement, and will be forfeited if the applicable Triggering Event or a change in control of New Avertix Medical do not occur during the Earnout Period.

The Class A Ordinary Shares of BIOS are currently listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “BIOS”. BIOS will apply for listing, to be effective at the time of the Closing, of New Avertix Medical Common Stock and the warrants of New Avertix Medical on Nasdaq under the proposed symbols “AVRT” and “AVRTW”, respectively. It is a condition of the consummation of the Business Combination that BIOS receive confirmation from Nasdaq that the shares of New Avertix Medical to be issued in connection with the Business Combination have been listed or approved for listing on Nasdaq, subject only to official notice of issuance thereof, but there can be no assurance such listing condition will be met or that BIOS will obtain such approval from Nasdaq. If such listing condition is not met or if such approval is not obtained, the Business Combination will not be consummated unless the stock exchange approval condition set forth in the Business Combination Agreement is waived by the applicable parties.

This proxy statement/prospectus provides shareholders of BIOS with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of BIOS. We encourage you to read the entire proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in the section titled “Risk Factors” beginning on page 48 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The proxy statement/prospectus is dated                 , 2023, and is first being mailed to BIOS’ shareholders on or about                 , 2023.

BioPlus Acquisition Corp.

260 Madison Avenue

Suite 800

New York, New York 10026

Telephone: (212) 287-4092

Dear BioPlus Acquisition Corp. Shareholders:

You are cordially invited to attend an extraordinary general meeting of BioPlus Acquisition Corp., a Cayman Islands exempted company (“BIOS”), which will be held on                , 2023 at                  a.m., Eastern Time, at 3 Embarcadero Ctr 20th Floor, San Francisco, CA 94111, or virtually via a live webcast at                  , or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Shareholder Meeting”).

We will hold the meeting virtually over the Internet, but the physical location of the meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association. If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two (2) business days in advance of the Shareholder Meeting by contacting BIOS’ secretary at                  by                 a.m., Eastern Time, on                  (two (2) business days prior to the meeting date).

On May 2, 2023, BIOS, Guardian Merger Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of BIOS (“Merger Sub”), Avertix Medical, Inc., a Delaware corporation (“Avertix Medical”) and, solely with respect to Section 3.03(b) and Section 7.21 of the Business Combination Agreement (as defined below), BioPlus Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) entered into a Business Combination Agreement and Plan of Reorganization (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), contemplating transactions in connection with which BIOS will become parent company of Avertix Medical. As further described in the accompanying proxy statement/prospectus, in connection with the Domestication (as such term is defined below), prior to the Effective Time (as defined below), among other things, each (i) of the then-issued and outstanding Class A ordinary shares, par value $0.0001 per share of BIOS (the “Class A Ordinary Shares”), will be converted, on a one-for-one basis, into a share of common stock of New Avertix Medical (“New Avertix Medical Common Stock”), (ii) of the then-issued and outstanding Class B ordinary shares, par value $0.0001 per share of BIOS (the “Class B Ordinary Shares”), will be converted, on a one-for-one basis, into a share of New Avertix Medical Common Stock and (iii) then-issued and outstanding whole warrant exercisable for one Class A Ordinary Share will be converted into a warrant exercisable for one share of New Avertix Medical Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the Warrant Agreement, dated as of December 2, 2021, by and between BIOS and Continental Stock Transfer & Trust Company (as amended or amended and restated from time to time).

Concurrently with the Domestication, (i) the governing documents of BIOS will be replaced by governing documents for New Avertix Medical and (ii) BIOS will change its name to “Avertix Medical, Inc.”

At the Shareholder Meeting, BIOS shareholders will be asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal” to approve and adopt the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, and the transactions contemplated thereby (the “Business Combination”).

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, the following transactions will occur:

At the Effective Time, the Total Sponsor Earnout Shares will become subject to vesting and forfeiture, and will become vested upon the occurrence of the applicable Triggering Event in the same proportion as the issuance of Total Avertix Medical Earnout Shares to eligible equityholders of Avertix Medical upon the occurrence of such Triggering Event. The Total Sponsor Earnout Shares are subject to reduction in connection with certain additional financing permitted under the Business Combination Agreement, and will be forfeited if the applicable Triggering Event or a change in control of New Avertix Medical do not occur during the Earnout Period.

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, (i) BIOS, (ii) BioPlus Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and (iii) Avertix Medical entered into a Sponsor Agreement (the “Sponsor Agreement”), pursuant to which, among other things, the Sponsor agreed to (a) vote all of its ordinary shares in favor of the proposals being presented at the Shareholder Meeting, (b) waive its anti-dilution rights with respect to its Founder Shares in connection with the consummation of the Business Combination and (c) not redeem any of its shares in connection with the vote to approve the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor owns approximately twenty percent (20%) of the issued and outstanding Ordinary Shares.

In addition to the Business Combination Proposal, BIOS shareholders are being asked to consider and vote upon (a) a proposal to approve the Domestication (the “Domestication Proposal”), (b) a proposal to approve, upon the Domestication, the proposed certificate of incorporation of New Avertix Medical (the “Proposed Charter”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, and the proposed bylaws of New Avertix Medical (the “Proposed Bylaws”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (the “Charter Proposal”), (c) on a non-binding advisory basis, proposals related to material differences between BIOS’ existing amended and restated memorandum and articles of association (the “Existing Governing Documents”) and the Proposed Charter and the Proposed Bylaws (the “Advisory Governing Documents Proposals”), (d) a proposal to approve the issuance of New Avertix Medical Common Stock pursuant to the Business Combination Agreement in order to comply with the applicable provisions of Nasdaq Listing Rule 5635 (the “Nasdaq Proposal”), (e) a proposal to approve and adopt

the New Avertix Medical 2023 Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex E (the “Equity Incentive Plan Proposal”), (f) a proposal to approve and adopt the New Avertix Medical 2023 Employee Stock Purchase Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex F (the “Employee Stock Purchase Plan Proposal”), (g) a proposal to approve the election of each of the seven directors who, upon consummation of the Business Combination, will be directors of New Avertix Medical (the “Director Election Proposal”), and (h) a proposal to adjourn the Shareholder Meeting to a later date or dates to the extent necessary (the “Adjournment Proposal”).

Each of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal and the Nasdaq Proposal (collectively, the “Condition Precedent Proposals”) is conditioned on the approval and adoption of each of the other Condition Precedent Proposals, and the Business Combination will be consummated only if each of the Condition Precedent Proposals is approved by BIOS shareholders. The Advisory Governing Documents Proposals, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Director Election Proposal will be presented to the shareholders for a vote only if the Condition Precedent Proposals are approved. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

The Adjournment Proposal asks shareholders to approve an adjournment of the Shareholder Meeting to a later date or dates if necessary to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Advisory Governing Documents Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal or the Director Election Proposal. For the avoidance of doubt, if put forth at the Shareholder Meeting, the Adjournment Proposal will be the first and only proposal voted on; none of the other proposals will be submitted to the BIOS shareholders for a vote.

In connection with the Business Combination, certain related agreements have been entered into, or will be entered into on or prior to the Closing Date, including the Sponsor Agreement and the Registration Rights Agreement (as defined in the accompanying proxy statement/prospectus). See the section titled “Proposal No. 1—The Business Combination Proposal—Related Agreements” in the accompanying proxy statement/prospectus for more information.

Pursuant to the Existing Governing Documents, a holder of BIOS’ Class A Ordinary Shares (such holder, a “Public Shareholder” and such shares, the “Public Shares”) may request that BIOS redeem all or a portion of such Class A Ordinary Shares for cash if the Business Combination is consummated. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental Stock Transfer & Trust Company (“Continental”) in order to validly redeem its shares. Public Shareholders may elect to redeem their Class A Ordinary Shares whether they vote “For” or “Against” the Business Combination Proposal. If the Business Combination is not consummated, the Class A Ordinary Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Class A Ordinary Shares that it holds and timely delivers its shares to Continental, BIOS will redeem such Class A Ordinary Shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of BIOS’ initial public offering, calculated as of two (2) business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account (net of taxes payable). For illustrative purposes, as of                  , 2023, the most recent practicable date prior to the date of the accompanying proxy statement/prospectus, the redemption price per share would have amounted to approximately $             , based on the aggregate amount on deposit in the trust account of approximately $             as of                  , 2023 (including interest not previously released to BIOS to pay its taxes), divided by the total number of then-outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Class A Ordinary Shares for cash and will no longer own Class A Ordinary Shares. See “Shareholder Meeting—Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your

Class A Ordinary Shares for cash. Holders must complete the procedures for electing to redeem their Class A Ordinary Shares in the manner described in the accompanying proxy statement/prospectus prior to 5:00 p.m., Eastern Time, on                  , 2023 (two (2) business days before the initially scheduled date of the Shareholder Meeting) in order for their shares to be redeemed.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Class A Ordinary Shares with respect to more than an aggregate of fifteen percent (15%) of the aggregate number of Class A Ordinary Shares included in the units issued at the time of BIOS’ initial public offering (the “Offering Shares”), without our prior consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than fifteen percent (15%) of the Offering Shares, then any such shares in excess of that fifteen percent (15%) limit would not be redeemed for cash, without our prior consent.

The Sponsor has, pursuant to the Sponsor Agreement, agreed to, among other things, vote all of its Ordinary Shares in favor of the proposals being presented at the Shareholder Meeting, waive its anti-dilution rights with respect to its Founder Shares in connection with the consummation of the Business Combination and the related transactions and not to redeem any of their shares in connection with the vote to approve the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor owns approximately twenty percent (20%) of the issued and outstanding ordinary shares.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus, including the condition that there will be a minimum amount of available cash of $40,000,000, comprised of the aggregate cash proceeds from BIOS’ trust account after deducting certain transaction expenses incurred and any amounts paid to Public Shareholders that exercise their redemption rights in connection with the Business Combination. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement.

BIOS is providing the accompanying proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the Shareholder Meeting and at any postponements or adjournments of the Shareholder Meeting. Information about the Shareholder Meeting, the Business Combination and other related business to be considered by BIOS’ shareholders at the Shareholder Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Shareholder Meeting, all of BIOS’ shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in the section titled “Risk Factors” beginning on page 48 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of BIOS has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Merger, and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Merger, and “FOR” all other proposals presented to BIOS’ shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of BIOS, you should keep in mind that BIOS’ directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections titled “Proposal No. 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination,” “Proposal No. 1—The Business Combination Proposal—Conflicts of Interest and Waiver of Corporate Opportunity Doctrine” and “Risk Factors” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of each of the Domestication Proposal and the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of a majority of not less than two-thirds (2/3) of the votes cast by the holders of the issued BIOS Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. In accordance with the Existing Governing Documents, only the holders of Class B Ordinary Shares shall have the right to vote on each of the Domestication Proposal and the Charter Proposal. The approval of each of the Business Combination Proposal, the Advisory Governing Documents Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued BIOS Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. In accordance with the Existing Governing Documents, only the holders of the Class B Ordinary Shares are entitled to vote on the Director Election Proposal. The Advisory Governing Documents Proposals are voted upon on a non-binding advisory basis only.

Your vote is very important. Whether or not you plan to attend the Shareholder Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Shareholder Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Shareholder Meeting. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the Shareholder Meeting. Each of the Condition Precedent Proposals is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Advisory Governing Documents Proposals, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Director Election Proposal will be presented to the shareholders for a vote only if the Condition Precedent Proposals are approved. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Shareholder Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Shareholder Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Shareholder Meeting but will otherwise not have any effect on whether the proposals are approved. If you are a shareholder of record and you attend the Shareholder Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO BIOS’ TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE SHAREHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. See “Shareholder Meeting—Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Class A Ordinary Shares for cash.

On behalf of BIOS’ board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

Sincerely,

Chairman of the Board of Directors

BioPlus Acquisition Corp.

260 Madison Avenue

Suite 800

New York, New York 10026

Telephone: (212) 287-4092

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON                  , 2023

To the Shareholders of BioPlus Acquisition Corp.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of BioPlus Acquisition Corp., a Cayman Islands exempted company (“BIOS”), will be held on                  , 2023 at                  a.m., Eastern Time, at 3 Embarcadero Ctr 20th Floor, San Francisco, CA 94111, or virtually via a live webcast at                 , or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Shareholder Meeting”).

We will hold the meeting virtually over the Internet, but the physical location of the meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association. If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two (2) business days in advance of the Shareholder Meeting by contacting BIOS’ secretary at                  by                  , Eastern Time, on                  (two (2) business days prior to the meeting date).

You are cordially invited to attend the Shareholder Meeting to conduct the following items of business and/or consider, and if thought fit, approve the following resolutions:

Ross Haghighat

Steven Fletcher

Timothy Moran

Thomas P. Mendell

Robin Smith

Joseph Berardo, Jr.

Each of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal and the Nasdaq Proposal (collectively, the “Condition Precedent Proposals”) is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Advisory Governing Documents Proposals, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Director Election Proposal will be presented to the shareholders for a vote only if the Condition Precedent Proposals are approved. The Adjournment Proposal is not conditioned on any other proposal.

The above matters are more fully described in the accompanying proxy statement/prospectus, which also includes, as Annex A, a copy of the Business Combination Agreement. You are urged to read carefully and in its entirety the accompanying proxy statement/prospectus, including the Annexes thereto and accompanying financial statements of BIOS and Avertix Medical.

The record date for the Shareholder Meeting for BIOS shareholders is                 , 2023. Only BIOS shareholders at the close of business on that date may vote at the Shareholder Meeting or any postponement or adjournment thereof. BIOS shareholders are entitled to one vote at the Shareholder Meeting for each BIOS Ordinary Share held of record as of the record date.

BIOS is providing the accompanying proxy statement/prospectus and accompanying proxy card to BIOS’ shareholders in connection with the solicitation of proxies to be voted at the Shareholder Meeting and at any postponements or adjournments of the Shareholder Meeting. Information about the Shareholder Meeting, the Business Combination and other related business to be considered by BIOS’ shareholders at the Shareholder Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Shareholder Meeting, all of BIOS’ shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in the sections titled “Risk Factors” beginning on page 48 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of BIOS has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Merger, and unanimously recommend that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Merger, and “FOR” all other proposals presented to BIOS’ shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of BIOS, you should keep in mind that BIOS’ directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections titled “Proposal No. 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination,” “Proposal No. 1—The Business Combination Proposal—Conflicts of Interest and Waiver of Corporate Opportunity Doctrine” and “Risk Factors” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the Existing Governing Documents, a holder of BIOS’ Class A Ordinary Shares (such holder, a “Public Shareholder” and such shares, the “Public Shares”) may request that BIOS redeem all or a portion of such Class A Ordinary Shares for cash if the Business Combination is consummated. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental Stock Transfer & Trust Company (“Continental”) in order to validly redeem its shares. Public Shareholders may elect to redeem their Class A Ordinary Shares whether they vote “For” or “Against” the Business Combination Proposal. If the Business Combination is not consummated, the Class A Ordinary Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Class A Ordinary Shares that it holds and timely delivers its shares to Continental, BIOS will redeem such Class A Ordinary Shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of the BIOS IPO (as such term is defined in the accompanying proxy statement/prospectus), including interest earned on the funds held in the trust account (net of taxes payable) calculated as of two (2) business days prior to the consummation of the Business Combination. For illustrative purposes, as of                 , 2023, the most recent practicable date prior to the date of the accompanying proxy statement/prospectus, this would have amounted to approximately $             per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Class A Ordinary Shares for cash and will no longer own Class A Ordinary Shares. See “Shareholder Meeting—Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Class A Ordinary Shares for cash. Holders must complete the procedures for electing to redeem their Class A Ordinary Shares in the manner described in the accompanying proxy statement/prospectus prior to 5:00 p.m., Eastern Time, on                 , 2023 (two (2) business days before the initially scheduled date of the Shareholder Meeting) in order for their shares to be redeemed.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its Class A Ordinary Shares with respect to more than an aggregate of fifteen percent (15%) of the Class A Ordinary Shares issued in our initial public offering, without our prior consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than fifteen percent (15%) of the Class A Ordinary Shares issued in our initial public offering, then any such shares in excess of that fifteen percent (15%) limit would not be redeemed for cash, without our prior consent.

Concurrently with the execution of the Business Combination Agreement, (i) BIOS, (ii) BioPlus Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and (iii) Avertix Medical, entered into a Sponsor Agreement (the “Sponsor Agreement”), pursuant to which, among other things, the Sponsor agreed to vote all of its ordinary shares in favor of the proposals being presented at the Shareholder Meeting, waive its anti-dilution rights with respect to its Founder Shares in connection with the consummation of the Business Combination and not redeem any of its shares in connection with the vote to approve the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the

Sponsor owns approximately twenty percent (20%) of the issued and outstanding ordinary shares. See “Proposal No. 1—The Business Combination Proposal—Related Agreements—Sponsor Agreement” in the accompanying proxy statement/prospectus for more information related to the Sponsor Agreement.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement.

The approval of each of the Domestication Proposal and the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of a majority of not less than two-thirds (2/3) of the votes cast by the holders of the issued BIOS Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. In accordance with the Existing Governing Documents, only the holders of Class B Ordinary Shares shall have the right to vote on each of the Domestication Proposal and the Charter Proposal.

The approval of each of the Business Combination Proposal, the Advisory Governing Documents Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued BIOS Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. In accordance with the Existing Governing Documents, only the holders of the Class B Ordinary Shares are entitled to vote on the Director Election Proposal. The Advisory Governing Documents Proposals are voted upon on a non-binding advisory basis only.

Your vote is very important. Whether or not you plan to attend the Shareholder Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Shareholder Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Shareholder Meeting.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Shareholder Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Shareholder Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Shareholder Meeting but will otherwise not have any effect on whether the proposals are approved.

Your attention is directed to the accompanying proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the accompanying proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact                 , our proxy solicitor, by calling                 , or banks and brokers can call                 , or by emailing                 .

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of BioPlus Acquisition Corp.,

Chairman of the Board of Directors

TABLE OF CONTENTS

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by BIOS (File No. 333-                ), constitutes a prospectus of BIOS under Section 5 of the U.S. Securities Act of 1933, as amended, with respect to certain securities of BIOS to be issued in connection with the Business Combination described below. This document also constitutes a notice of meeting and a proxy statement of BIOS under Section 14(a) of the Securities Exchange Act of 1934, as amended, for the Shareholder Meeting of BIOS to be held in connection with the Business Combination and related matters and at which BIOS shareholders will be asked to consider and vote upon a proposal to approve and adopt the Business Combination Agreement and the Business Combination, among other matters. See “Summary of the Proxy Statement/Prospectus—The Shareholder Meeting—Quorum and Vote of BIOS Shareholders”.

ADDITIONAL INFORMATION

You may request copies of this proxy statement/prospectus and any other publicly available information concerning BIOS, without charge, by written request to BioPlus Acquisition Corp., 260 Madison Avenue, Suite 800, New York, New York 10026, or by telephone request at (212) 287-4092; or                  , our proxy solicitor, by calling                  or banks and brokers can call                  , or by emailing                  , or from the SEC through the SEC website at https://www.sec.gov.

In order for BIOS’ shareholders to receive timely delivery of the documents in advance of the Shareholder Meeting to be held on             , 2023, you must request the information no later than             , 2023 (five (5) business days prior to the date of the Shareholder Meeting).

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INTERESTED DIRECTOR AND STOCKHOLDER

Mr. Ross Haghighat, BIOS’ Chief Executive Officer, Chief Financial Officer, and a member of the board of directors of BIOS, is the Executive Chairman of the board of directors of Avertix Medical, and owns, directly and indirectly approximately 2.8% of all issued and outstanding Avertix Medical common stock (on a fully-diluted and as-converted to common stock basis). Due to his position as a stockholder, optionholder and member of the board of directors of Avertix Medical, Mr. Haghighat recused himself as part of the process that had been agreed by all BIOS directors from both BIOS Board discussions and BIOS Board vote regarding the proposed Business Combination between BIOS and Avertix Medical.

Mr. Haghighat, was never present at, and did not participate in, any BIOS Board meetings where merger negotiations, deliberations or valuations regarding Haghighat took place. In this document, the words “unanimous,” “unanimously” and similar words, when referencing Board action, mean the unanimous vote of the disinterested members of the Board.

CERTAIN DEFINED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “BIOS” refer to BioPlus Acquisition Corp. The terms “New Avertix Medical,” “Company,” “combined company” and “post-Business Combination company” refer to New Avertix Medical and its subsidiaries following the consummation of the Business Combination. The term “Avertix Medical” refers to Avertix Medical, Inc., together with its subsidiaries, prior to the Business Combination.

In this proxy statement/prospectus, references to:

“2023 Plan” means the New Avertix Medical 2023 Equity Incentive Plan, a form of which is attached hereto as Annex E.

“Adjournment Proposal” means the proposal as an ordinary resolution, to adjourn the Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and votes of proxies if, based upon the tabulated BIOS Ordinary Shares voted at the time of the Shareholder Meeting, there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Advisory Governing Documents Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, or the Director Election Proposal or (ii) where the BIOS Board has determined it is otherwise necessary.

“Advisory Governing Documents Proposals” means the proposals as ordinary resolutions and on a non-binding advisory basis, to approve certain material differences between the Existing Governing Documents and the Proposed Governing Documents.

“Additional Financing” means the cash proceeds that remain in BIOS’ Trust Account with respect the non-redeeming stockholders together with the cash proceeds from the PIPE Financing.

“Acquiror Cash” means the aggregate cash proceeds from BIOS’ Trust Account, together with the aggregate amount of proceeds from the Additional Financing, after deducting transaction expenses incurred by BIOS (including, if the Sponsor Loan Note is to be repaid at Closing) and any amounts paid to Public Shareholders that exercise their redemption rights in connection with the Business Combination.

“Available Minimum Cash” means not less than $40,000,000.

“Available Minimum Cash Condition” means the condition to the Closing that the Acquiror Cash shall not be less than $40,000,000.

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“Avertix” or “Avertix Medical” means Avertix Medical, Inc., a Delaware corporation.

“Avertix Medical Board” means the board of directors of Avertix Medical.

“Avertix Medical Common Stock” means the common stock of Avertix Medical, par value $0.001 per share.

“Avertix Medical Options” means issued and outstanding options to purchase Avertix Medical Common Stock.

“Avertix Medical Outstanding Shares” means, as of the immediately prior to the Effective Time, the sum of: (a) all issued and outstanding shares of Avertix Medical Common Stock and (b) shares of Avertix Medical Common Stock subject to all issued and outstanding options that are issuable upon the net exercise of such options, assuming that the fair market value of one option share equals (i) the Exchange Ratio multiplied by (ii) $10.00.

“Avertix Medical Preferred Stock” means the preferred stock of Avertix Medical (Series A preferred stock, par value $0.001 per share and Series B preferred stock, par value $0.001).

“Avertix Medical Warrants” shall mean warrants to purchase Avertix Medical Common Stock, as applicable.

“BIOS” means BioPlus Acquisition Corp., a Cayman Islands exempted company, prior to the consummation of the Domestication.

“BIOS Board” means BIOS’ board of directors.

“BIOS Initial Shareholders” means the Sponsor and the directors and executive officers of BIOS.

“BIOS IPO” means BIOS’ initial public offering of its units, ordinary shares and warrants pursuant to its prospectus dated December 6, 2021 (the “Prospectus”).

“BIOS Ordinary Shares” or “Ordinary Shares” means the Class A Ordinary Shares and the Class B Ordinary Shares. Each BIOS Ordinary Share is entitled to one vote per share.

“BIOS Placement Shares” or “Placement Shares” means the aggregate 560,000 Ordinary Shares included within the Placement Units purchased by the Sponsor and Cantor in the private placement in connection with the BIOS IPO, of which 380,000 are held by the Sponsor and 180,000 are held by Cantor.

“BIOS Placement Units” or “Placement Units” means the 560,000 units, each of which is comprised of one Class A ordinary share and one-half of one redeemable warrant issued to the Sponsor and Cantor in connection with the BIOS IPO, of which 380,000 are held by the Sponsor and 180,000 are held by Cantor.

“BIOS Placement Warrants” or “Placement Warrants” means the 280,000 warrants included within the Placement Units purchased by the Sponsor and Cantor in the private placement in connection with the BIOS IPO, of which 190,000 are held by the Sponsor and 90,000 are held by Cantor.

“BIOS Public Units” means the units issued in the IPO, consisting of one Class A Ordinary Share and one-half of one BIOS Public Warrant.

“BIOS Public Warrants” means warrants to acquire Class A Ordinary Shares, issued as part of the BIOS Public Units, at an initial exercise price of $11.50 per share.

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“BIOS Warrant Agreement” means the warrant agreement, dated as of December 2, 2021, by and between BIOS and Continental Stock Transfer & Trust Company (as amended or amended and restated from time to time).

“BIOS Warrants” means the BIOS Placement Warrants and the BIOS Public Warrants.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement and Plan of Reorganization, dated as of May 2, 2023, by and among BIOS (which shall migrate to and domesticate as a Delaware corporation prior to the Closing), Merger Sub, Avertix Medical and, solely with respect to Section 3.03(b) and Section 7.21 of the Business Combination Agreement, the Sponsor. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

“Business Combination Proposal” means the proposal as an ordinary resolution, that the Business Combination Agreement, and the consummation of the transactions contemplated thereby be approved, ratified and confirmed in all respects.

“Cantor” means Cantor Fitzgerald & Co.

“Cayman Islands Companies Act” means the Companies Act (as amended) of the Cayman Islands as the same may be revised or amended from time to time.

“Charter Proposal” means the proposal as a special resolution of the holders of Class B Ordinary Shares only, that upon the Domestication, the Existing Governing Documents be amended and restated by the deletion in their entirety and the substitution in their place of the Proposed Certificate of Incorporation and Proposed Bylaws.

“Class A Ordinary Shares” or “Public Shares” means the Class A ordinary shares, par value $0.0001 per share, of BIOS.

“Class B Ordinary Shares” means the Class B ordinary shares, par value $0.0001 per share, of BIOS.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Condition Precedent Proposals” means the Business Combination Proposal, the Domestication Proposal, the Charter Proposal and the Nasdaq Proposal, each of which is conditioned on the approval and adoption of each of the others.

“Continental” means Continental Stock Transfer & Trust Company.

“DGCL” means the Delaware General Corporation Law, as amended.

“Director Election Proposal” means a proposal as an ordinary resolution to approve the election of each of the seven directors who, upon consummation of the Business Combination, will be directors of the New Avertix Medical Board.

“Domestication” means the transfer by way of continuation and deregistration of BIOS as an exempted company incorporated in the Cayman Islands and the continuation and domestication of BIOS as a corporation incorporated in the State of Delaware.

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“Domestication Proposal” means the proposal as a special resolution of the holders of Class B Ordinary Shares only, that the Domestication be approved, ratified and confirmed in all respects.

“DTC” means The Depository Trust Company.

“DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.

“Earnout Period” means the time period between the Closing Date and the seven (7)-year anniversary of the Closing Date.

“Effective Time” means the time at which the Merger becomes effective.

“Eligible Avertix Medical Equityholders” means the holder of a share of Avertix Medical Common Stock or Avertix Medical Preferred Stock or option to purchase Avertix Medical Common Stock as of immediately prior to the Effective Time.

“Employee Stock Purchase Plan Proposal” or “ESPP Proposal” means the proposal as an ordinary resolution to approve and adopt the ESPP.

“Equity Incentive Plan Proposal” means the proposal as an ordinary resolution to approve and adopt the 2023 Plan.

“ESPP” means the New Avertix Medical 2023 Employee Stock Purchase Plan, a form of which is attached hereto as Annex F.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Ratio” means the equity value of Avertix Medical of $132,000,000, divided by $10.00 per share, divided by the number of shares of Avertix Medical Common Stock as of immediately prior to the Effective Time on a fully-diluted and as-converted basis, assuming all Avertix Medical Options were net exercised as of immediately prior to the Effective Time at a fair market value of $10.00 per share

“Existing Governing Documents” means the amended and restated memorandum and articles of association of BIOS.

“Extension Amendment Proposal” means the proposal presented at the Extension Meeting to amend the amended and restated memorandum and articles of association of BIOS to give the BIOS Board the right to extend the date by which BIOS, must complete its initial business combination from June 7, 2023 (the “Original Termination Date”) on a monthly basis up to six (6) times until December 7, 2023, or for a total of up to six (6) months after the Original Termination Date (or such earlier date as determined by the BIOS Board).

“Extension Meeting” means the extraordinary general meeting of BIOS shareholders to be held on or around June 2, 2023 to consider and approve, inter alia, the Extension Amendment Proposal.

“Founder Shares” means the aggregate 5,750,000 Class B Ordinary Shares that are currently owned by the Sponsor, and the New Avertix Medical Common Stock that will be issued upon the automatic conversion of the Class B Ordinary Shares at the time of BIOS’ Domestication as described herein, and excludes all Placement Shares.

“GAAP” means U.S. generally accepted accounting principles.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

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“Merger Sub” means Guardian Merger Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of BIOS.

“Merger” means following the Domestication, Merger Sub will merge with and into Avertix Medical, with Avertix Medical being the surviving corporation of the Merger and as a result of which Avertix Medical will become a wholly owned subsidiary of BIOS.

“Nasdaq” means The Nasdaq Stock Market LLC.

“Nasdaq Proposal” means the proposal as an ordinary resolution, that for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of New Avertix Medical Common Stock pursuant to the Business Combination Agreement be approved.

“New Avertix” or “New Avertix Medical” or “Company” means Avertix Medical, Inc. after the Domestication.

“New Avertix Medical Board” means the board of directors of New Avertix Medical.

“New Avertix Medical Common Stock” means the common stock, par value $0.0001 per share, of New Avertix Medical.

“New Avertix Medical Preferred Stock” means the preferred stock, par value $0.0001 per share, of New Avertix Medical.

“New Avertix Medical Placement Warrants” means warrants representing the right to purchase shares of New Avertix Medical Common Stock following the Domestication on the same contractual terms and conditions as the BIOS Placement Warrants.

“New Avertix Medical Public Warrants” means the warrants representing the right to purchase shares of New Avertix Medical Common Stock following the Domestication on the same contractual terms and conditions as the BIOS Public Warrants.

“New Avertix Medical Warrants” means the New Avertix Medical Placement Warrants and the New Avertix Medical Public Warrants.

“PIPE Financing” means investments in BIOS or any subsidiary of BIOS (including New Avertix Medical following the Closing).

“PIPE Shares” means the BIOS equity or equity-linked securities issued upon the consummation of the PIPE Financing.

“Proposed Bylaws” means the proposed bylaws of New Avertix Medical, to be effective upon the Domestication, a form of which is attached to this proxy statement/prospectus as Annex C.

“Proposed Certificate of Incorporation” means the proposed certificate of incorporation of New Avertix Medical to be effective upon the Domestication, a form of which is attached to this proxy statement/prospectus as Annex B.

“Proposed Governing Documents” means the Proposed Certificate of Incorporation and the Proposed Bylaws.

“Public Shareholders” means the holders of Class A Ordinary Shares that were sold in the BIOS IPO (whether they were purchased in the BIOS IPO or thereafter in the open market).

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“Record Date” means                 , 2023.

“Redemption” means the redemption of Class A Ordinary Shares for the Redemption Price.

“Redemption Deadline” means 5:00 p.m., Eastern Time, on                 , 2023 (two (2) business days before the initially scheduled date of the Shareholder Meeting).

“Redemption Price” means the per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two (2) business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding Class A Ordinary Shares.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Shareholder Meeting” means the extraordinary general meeting of BIOS at                  a.m., Eastern Time, on                 , 2023, at 3 Embarcadero Ctr 20th Floor, San Francisco, CA 94111, or virtually via a live webcast at                 , or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned.

“Sponsor” means BioPlus Sponsor LLC, a Cayman Islands limited liability company.

“Sponsor Loan” means the $5,000,000 the Sponsor loaned to BIOS as of the closing date of the BIOS IPO.

“Sponsor Loan Units” means units, identical to the Placement Units sold in the BIOS IPO, issued to the Sponsor at a conversion price of $10.00 per unit, upon consummation of the Business Combination in lieu of repayment of the Sponsor Loan.

“Termination Date” means the date by which BIOS must complete its initial business combination.

“Transaction Proposals” means the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Advisory Governing Documents Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposal and the Adjournment Proposal.

“Transfer Agent” means Continental.

“Total Avertix Medical Earnout Shares” means 2,970,000 shares of New Avertix Medical Common Stock.

“Total Sponsor Earnout Shares” means 1,150,000 shares of the Founder Shares subject to certain vesting conditions at Closing.

“Triggering Event I” means the date on which the VWAP is greater than or equal to $12.50 for any 20 trading days within any 30 consecutive trading day period within the Earnout Period.

“Triggering Event II” means the date on which the VWAP is greater than or equal to $15.00 for any 20 trading days within any 30 consecutive trading day period within the Earnout Period.

“Triggering Events” means Triggering Event I and Triggering Event II, collectively.

“Trust Account” means the trust account established at the consummation of the BIOS IPO that holds the proceeds of the BIOS IPO and is maintained by Continental, acting as trustee.

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“VWAP” means the volume-weighted average share price of New Avertix Medical Common Stock as displayed on New Avertix Medical’s page on Bloomberg (or any successor service) in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on such trading day.

“Warrant Settlement” means, prior to the Effective Time, the exercise in full on a cash or cashless basis or the termination without exercise, as applicable, of each of the outstanding warrants to purchase shares of Avertix Medical Common Stock issued by Avertix Medical.

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TRADEMARKS

This proxy statement/prospectus includes references to the trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ^® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks, trade names and service marks. BIOS does not intend its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.

MARKET AND INDUSTRY INFORMATION

Information contained in this proxy statement/prospectus concerning the market and the industry in which Avertix Medical competes, including its market position, general expectations of market opportunities and market sizes, are based on information from various third-party sources, publicly available information, various industry publications, internal data and estimates and assumptions made by Avertix Medical based on such sources and Avertix Medical’s knowledge of the medical device market. Internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which Avertix Medical operates and Avertix Medical’s management’s understanding of industry conditions. This information and any estimates provided herein involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such sources have been obtained from sources believed to be reliable. Although we believe that such information is reliable, there can be no assurance as to the accuracy or completeness of such information. Industry and market data could be wrong because of the method by which sources obtained their data and because information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. We have not independently verified any third-party information and each publication speaks as of its original publication date (and not as of the date of this proxy statement/prospectus). In addition, we do not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein. The industry in which Avertix Medical operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our, our management team’s, Avertix Medical’s and Avertix Medical’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Shareholder Meeting and the proposals to be presented at the Shareholder Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to BIOS shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein.

BIOS will hold the Shareholder Meeting to, among other things, obtain the approvals required for the Business Combination and the other transactions contemplated by the Business Combination Agreement, and you are receiving this proxy statement/prospectus in connection with such meeting. See the section titled “Proposal No. 1—The Business Combination Proposal” of this proxy statement/prospectus for additional information. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. We urge you to carefully read this proxy statement/prospectus and the Business Combination Agreement in their entirety.

BIOS is sending this proxy statement/prospectus to its shareholders to help them decide how to vote their BIOS Ordinary Shares with respect to the matters to be considered at the Shareholder Meeting. The Business Combination cannot be completed unless BIOS’ shareholders approve the Condition Precedent Proposals set forth in this proxy statement/prospectus. Information about the Shareholder Meeting, the Business Combination and the other business to be considered by shareholders at the Shareholder Meeting is contained in this proxy statement/prospectus.

This document constitutes a proxy statement and a prospectus of BIOS. It is a proxy statement because the BIOS Board is soliciting proxies from its shareholders using this proxy statement/prospectus. It is a prospectus because BIOS, in connection with the Business Combination, is offering shares of New Avertix Medical Common Stock in exchange for the BIOS Ordinary Shares and certain of the shares of Avertix Medical Common Stock outstanding as of the relevant time as described in this proxy statement/prospectus. See the section titled “Proposal No. 1—The Business Combination Proposal—The Business Combination Agreement—Consideration to be Received in the Business Combination” of this proxy statement/prospectus for additional information.

YOUR VOTE IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

The BIOS IPO was completed on December 7, 2021. A total of $234,600,000 was placed in the Trust Account from the net proceeds of the sale of the units in the BIOS IPO. The deposit of $5,000,000 by the Sponsor was placed in the Trust Account. Since the BIOS IPO, BIOS’ activity has been limited to the evaluation of business combination candidates.

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Avertix Medical develops, manufactures, markets and sells the Guardian^™, the first and only FDA-approved Class III implantable device that can detect acute coronary syndrome events (“ACS”) such as heart attacks, in real time, even when the patient has no symptoms. According to the United States Centers for Disease Control and Prevention, in the United States alone, over 800,000 people have a heart attack. Approximately twenty-five percent (25%) of these patients are deemed at a high-risk to suffer another such event, often due to comorbidities such as obesity, diabetes, renal disease.

Based on its due diligence investigations of Avertix Medical and the industry in which it operates, including the financial and other information provided by Avertix Medical in the course of their negotiations in connection with the Business Combination Agreement, BIOS believes that Avertix Medical aligns well with the objectives laid out in its investment thesis.

See “Proposal No. 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination” and “Proposal No. 1—The Business Combination Proposal—BIOS Board’s Reasons for the Approval of the Business Combination.”

Following the Closing, as additional consideration for the Business Combination, eligible equityholders of Avertix will be entitled to receive their respective pro rata share of the Total Avertix Medical Earnout Shares. The Total Avertix Medical Earnout Shares are issuable in two equal tranches, each contingent upon the occurrence of Triggering Event I or Triggering Event II, as applicable, or a change in control of New Avertix Medical during the Earnout Period. Triggering Event I means the date on which the VWAP of New Avertix Medical Common Stock is greater than or equal to $12.50 for any 20 trading days within any 30 consecutive trading day period within the Earnout Period. Triggering Event II means the date on which the VWAP of New Avertix Medical Common Stock is greater than or equal to $15.00 for any 20 trading days within any 30 consecutive trading day period within the Earnout Period.

For additional information regarding the consideration payable under the Business Combination Agreement, see the section in this proxy statement/prospectus titled “Proposal No. 1—The Business Combination Proposal—Consideration to be Received in the Business Combination.”

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The following table illustrates varying ownership levels in New Avertix Medical Common Stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the Public Shareholders and the following additional assumptions: (1)                 shares of New Avertix Medical Common Stock are issued to the Avertix Medical equityholders at Closing in both a no redemption scenario and a maximum redemption scenario, (2) no New Avertix Medical Warrants issued in connection with the Business Combination to purchase New Avertix Medical Common Stock that will be outstanding immediately following Closing have been exercised, (3) all Avertix Medical Options are converted into options to purchase shares of New Avertix Medical Common Stock, (4) no PIPE Shares have been issued, and (5) no Sponsor Loan Units have been issued in lieu of repayment of the Sponsor Note.

Based on these assumptions, and assuming that no outstanding Class A Ordinary Shares are redeemed in connection with the Business Combination, there would be approximately                  shares of New Avertix Medical Common Stock outstanding immediately following the consummation of the Business Combination. If the actual facts are different than these assumptions, the ownership percentages in New Avertix Medical will be different.

For example, there are currently outstanding an aggregate of 11,780,000 BIOS Warrants to acquire Class A Ordinary Shares, which are comprised of 280,000 Placement Warrants and 11,500,000 Public Warrants sold as part of the BIOS Public Units sold in the BIOS IPO. Each outstanding BIOS Warrant would be exercisable as a New Avertix Medical Warrant commencing 30 days following the Closing for one share of New Avertix Medical Common Stock. If we assume that each outstanding warrant is exercised and one share of New Avertix Medical Common Stock is issued as a result of such exercise, with payment to New Avertix Medical of the exercise price of $11.50 per warrant for one share, our fully diluted share capital would increase by a total of 11,780,000 shares, with $135,470,000 paid to New Avertix Medical to exercise the warrants.

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The numbers of shares and percentage interests set forth above have been presented for illustrative purposes only and do not necessarily reflect what New Avertix Medical’s share ownership will be after the Closing. For more information about the consideration to be received in the Business Combination, these scenarios and the underlying assumptions, see “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal No. 1—The Business Combination Proposal—The Business Combination Agreement—Consideration to be Received in the Business Combination.”

Additionally, as a result of redemptions, the trading market for the New Avertix Medical Common Stock may be less liquid than the market for the Class A Ordinary Shares was prior to consummation of the Business Combination, and we may not be able to meet the listing standards for Nasdaq. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into New Avertix Medical’s business will be reduced.

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The below sensitivity table shows the potential impact of redemptions on the pro forma book value per share of the shares owned by non-redeeming shareholders in a no redemption scenario, a fifty percent (50%) redemption scenario, and a maximum redemption scenario. The sensitivity table below also sets forth the potential additional dilutive impact of each of the below additional dilution sources in each redemption scenario. The sensitivity table does not show the deferred underwriting commissions incurred in connection with the BIOS IPO.

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The BIOS Board believes that it would be in the best interest of BIOS to effect a change of our domicile to Delaware. The BIOS Board believes that Delaware provides a recognized body of corporate law that will facilitate corporate governance by the officers and directors. Delaware maintains a favorable legal and regulatory environment in which to operate. For many years, Delaware has followed a policy of encouraging companies to incorporate there and, in furtherance of that policy, has adopted comprehensive, modern and flexible corporate laws that are regularly updated and revised to meet changing business needs. As a result, many major corporations have initially chosen Delaware as their domicile or have subsequently reincorporated in Delaware in a manner similar to the procedures BIOS is proposing. Due to Delaware’s longstanding policy of encouraging incorporation in that state and consequently its popularity as the state of incorporation, the Delaware courts have developed a considerable expertise in dealing with corporate issues and a substantial body of case law has developed construing the DGCL and establishing public policies with respect to Delaware corporations. It is anticipated that the DGCL will continue to be interpreted and explained in a number of significant court decisions that may provide greater predictability with respect to corporate legal affairs. For more information, see “Proposal No. 2—The Domestication Proposal—Reasons for the Domestication.”

To effect the Domestication, we will file an application for deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of corporate domestication and a certificate of incorporation with the Secretary of State of the State of Delaware, under which we will be domesticated and continue as a Delaware corporation.

The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of not less than two-thirds (2/3) of the votes cast by the holders of the issued BIOS Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. In accordance with the Existing Governing Documents, only the holders of Class B Ordinary Shares shall have the right to vote on the Domestication Proposal. Abstentions will be considered present for the purpose of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of the Domestication Proposal as a matter of Cayman Islands law.

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The BIOS Board concluded that the potentially disparate interests would be mitigated because (i) most of these disparate interests would exist with respect to a business combination by BIOS with any other target business or businesses, and (ii) each of the Sponsor and Mr. Haghighat will hold equity interests in New Avertix Medical with value that, after the Closing, will be based on the future performance of New Avertix Medical Common Stock. In addition, BIOS’ independent directors reviewed and considered these interests during their evaluation of the Business Combination and in unanimously approving, as members of the BIOS Board, the Business Combination Agreement and the related agreements and the transactions contemplated thereby, including the Business Combination. With respect to Mr. Haghighat’s conflicts of interest, once Avertix Medical was identified as a potential target company for the Business Combination, BIOS took action to avoid Mr. Haghighat’s potential influence on the business combination process, including Mr. Haghighat not being present at, or participating in, any BIOS Board meetings related to the Business Combination or participating in negotiations, deliberations or valuations regarding Avertix Medical on behalf of BIOS.

Based on its review of the foregoing considerations, the BIOS Board concluded that the potentially negative factors associated with the Business Combination were outweighed by the potential benefits that it expects

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the BIOS shareholders will receive as a result of the Business Combination. The BIOS Board realized that there can be no assurance about future results, including results considered or expected as disclosed in the foregoing reasons.

For more information about the factors the BIOS Board considered in evaluating and recommending the Business Combination to the BIOS shareholders, see sections titled “Proposal No. 1—The Business Combination Proposal—BIOS Board’s Reasons for the Approval of the Business Combination,” and “Proposal No. 1—The Business Combination Proposal—Conflicts of Interest and Waiver of Corporate Opportunity Doctrine.”

Sponsor’s Beneficial Ownership of BIOS Prior to Closing

Sponsor’s Beneficial Ownership of New Avertix Medical Following the Closing

At any time prior to the Shareholder Meeting, during a period when they are not then aware of any material nonpublic information regarding BIOS or our securities, BIOS’ executive officers and directors, Avertix Medical and/or their respective affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of BIOS Ordinary Shares. In such transactions, the purchase price for the Class A Ordinary Shares will not exceed the redemption price. In addition, the persons described above will waive redemption rights, if any, with respect to the Class A Ordinary Shares they acquire in such transactions. However, any Class A Ordinary Shares acquired by the persons described above would not be voted in connection with the Business Combination Proposal.

The purpose of such share purchases and other transactions would be to increase the likelihood that the conditions to the consummation of the Business Combination are satisfied or to provide additional equity financing. This may result in the completion of our Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy

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statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.

Entering into any such incentive arrangements may have a depressive effect on the Class A Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Shareholder Meeting.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. BIOS will file a Current Report on Form 8-K prior to the Shareholder Meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include (i) the amount of Class A Ordinary Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination transaction will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of Class A Ordinary Shares for which BIOS has received redemption requests.

The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of BIOS and what may be best for a director’s personal interests when determining to recommend that Public Shareholders vote for the proposals. See the sections titled “Risk Factors,” “Proposal No. 1—The Business Combination Proposal—Conflicts of Interest and Waiver of Corporate Opportunity Doctrine” and “Beneficial Ownership of Securities” for more information and other risks.

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BIOS will hold the Shareholder Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Shareholder Meeting. Shareholders should read it carefully.

If our shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate and the Business Combination will not be consummated.

For more information, please see “Proposal No. 1—The Business Combination Proposal,” “Proposal No. 2—The Domestication Proposal,” “Proposal No. 3—The Charter Proposal,” “Proposal No. 4—The Advisory Governing Documents Proposals,” Proposal No. 5—The Nasdaq Proposal,” “Proposal No. 6—The Equity Incentive Plan Proposal,” “Proposal No. 7—The Employee Stock Purchase Plan Proposal,” “Proposal No. 8—The Director Election Proposal” and “Proposal No. 9—The Adjournment Proposal.”

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After careful consideration, the BIOS Board has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and determined that the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, each of the Advisory Governing Documents Proposals, the Nasdaq Proposal, the Equity Plan Incentive Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposal and the Adjournment Proposal are in the best interests of BIOS and unanimously recommend that you vote “FOR” or give instruction to vote “FOR” each of these proposals.

The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of BIOS and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. See the sections titled “Proposal No. 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination,” “Proposal No. 1—The Business Combination Proposal—Conflicts of Interest and Waiver of Corporate Opportunity Doctrine,” “Risk Factors,” “Certain Relationships and Related Party Transactions,” “Executive and Director Compensation—Director Compensation” and “Beneficial Ownership of Securities” for a further discussion of these considerations.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

It is important for you to note that in the event that any of the Condition Precedent Proposals do not receive the requisite vote for approval, then BIOS will not consummate the Business Combination.

If BIOS does not consummate the Business Combination and fails to complete an initial business combination by June 7, 2023 (or up to December 7, 2023 if extended as a result of the adoption of the Extension Amendment Proposal), BIOS will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such Trust Account to its Public Shareholders.

Notwithstanding the foregoing, a holder of Class A Ordinary Shares, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Class A Ordinary Shares with respect to more than an aggregate of fifteen percent (15%) of the Class A Ordinary Shares included in the BIOS Public Units issued in the BIOS IPO, without our prior consent. Accordingly, if

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a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than fifteen percent (15%) of the Class A Ordinary Shares included in the BIOS Public Units issued in the BIOS IPO, then any such shares in excess of that fifteen percent (15%) limit would not be redeemed for cash, without our prior consent.

The Sponsor entered into the Sponsor Agreement, pursuant to which it has agreed, for no consideration, to waive its redemption rights with respect to its Founder Shares and Class A Ordinary Shares in connection with the completion of a business combination.

The consummation of the Business Combination is conditioned upon, among other things, approval by BIOS’ shareholders of the Condition Precedent Proposals. Unless waived, if any of these conditions are not satisfied, the Business Combination may not be consummated.

The address of the Transfer Agent is listed under the question “Who can help answer my questions?” below.

Holders of BIOS Public Units must elect to separate the underlying Class A Ordinary Shares and BIOS Public Warrants prior to exercising redemption rights with respect to the Class A Ordinary Shares. If holders hold their BIOS Public Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the BIOS Public Units into the underlying Class A Ordinary Shares and BIOS Public Warrants, or if a holder holds BIOS Public Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so.

Any holder of Class A Ordinary Shares will be entitled to request that their Class A Ordinary Shares be redeemed for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two (2) business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding Class A Ordinary Shares. As of                 , 2023, the record date for the Shareholder Meeting, this would have amounted to approximately $                 per Class A Ordinary Share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our Public Shareholders, regardless of whether such Public Shareholders vote for or against the Business Combination Proposal. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your redemption rights. We anticipate that the funds to be distributed to Public Shareholders electing to redeem their Class A Ordinary Shares will be distributed promptly after the consummation of the Business Combination.

Any request for redemption, once made by a holder of Class A Ordinary Shares, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. If you deliver your shares for redemption to the Transfer Agent and later decide prior to Closing not to elect redemption, you may request that BIOS instruct the Transfer Agent to return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the phone number or

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address listed at the end of this section. We will be required to honor such request only if made prior to the deadline for exercising redemption requests.

Any corrected or changed written exercise of redemption rights must be received by the Transfer Agent prior to the deadline for exercising redemption requests and, thereafter, with our consent, prior to Closing. No request for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the Transfer Agent by 5:00 p.m., Eastern Time, on                 , 2023 (two (2) business days prior to the initially scheduled date of the Shareholder Meeting).

If a holder of Class A Ordinary Shares properly makes a request for redemption and the Class A Ordinary Shares are delivered as described above, then, if the Business Combination is consummated, New Avertix Medical will redeem Class A Ordinary Shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two (2) business days prior to the consummation of the Business Combination. If you are a holder of Class A Ordinary Shares and you exercise your redemption rights, it will not result in the loss of any BIOS Public Warrants that you may hold.

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Additionally, the tax consequences of exercising redemption rights are subject to the PFIC rules discussed more fully under the section entitled “Material U.S. Federal Income Tax Consequences of the Domestication and Redemption to Public Shareholders—Tax Effects of the Domestication on U.S. Holders—PFIC Considerations.” All holders of Public Shares considering exercising their redemption rights are urged to consult their tax advisors with respect to the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

Notwithstanding the foregoing, even in the case of a transaction, such as the Domestication, that qualifies as a reorganization under Section 368(a)(1)(F) of the Code, a U.S. Holder of Public Shares or BIOS Public Warrants may, in certain circumstances, be required to recognize gain (but not loss) upon the exchange of its Public Shares or BIOS Public Warrants for the common stock or warrants of New Avertix Medical

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pursuant to the Domestication under the “passive foreign investment company,” or PFIC, rules of the Code. Proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code which generally require that a U.S. person who disposes of stock of a PFIC (including for this purpose exchanging BIOS Public Warrants for newly issued warrants in the Domestication) must recognize gain equal to the excess, if any, of the fair market value of the common stock or warrants of New Avertix Medical received in the Domestication over the U.S. Holder’s adjusted tax basis in the corresponding Public Shares or BIOS Public Warrants surrendered in exchange therefor, notwithstanding any other provision of the Code. Because BIOS is a blank check company with no current active business, we believe that BIOS is likely classified as a PFIC for U.S. federal income tax purposes. As a result, these proposed Treasury Regulations, if finalized in their current form, may require a U.S. Holder of Public Shares or BIOS Public Warrants to recognize gain on the exchange of such shares or warrants for common stock or warrants of New Avertix Medical pursuant to the Domestication, unless such U.S. Holder has made certain tax elections with respect to such U.S. Holder’s Public Shares. A U.S. Holder cannot currently make these elections with respect to such U.S. Holder’s BIOS Public Warrants. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of BIOS. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section titled “Material U.S. Federal Income Tax Consequences of the Domestication and Redemption to Public Shareholders—Tax Effects of the Domestication on U.S. Holders —PFIC Considerations.”

Additionally, the Domestication may cause Non-U.S. Holders (as defined in “Material U.S. Federal Income Tax Consequences of the Domestication and Redemption to Public Shareholders”) to become subject to U.S. federal withholding taxes on any dividends paid in respect of such Non-U.S. Holder’s shares of New Avertix Medical Common Stock after the Domestication.

Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Shareholder Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Shareholder Meeting so that your shares will be voted if you are unable to attend the Shareholder Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple

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accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m., Eastern Time, on                 , 2023.

Voting in Person at the Meeting. If you attend the Shareholder Meeting and plan to vote in person, you will be provided with a ballot at the Shareholder Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the Shareholder Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Shareholder Meeting and vote in person, you will need to bring to the Shareholder Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. For additional information, please see the section titled “Shareholder Meeting.”

Voting Electronically. You may attend, vote and examine the list of shareholders entitled to vote at the Shareholder Meeting by visiting https://www.cstproxy.com/                 and entering the control number found on your proxy card, voting instruction form or notice included in the proxy materials.

Under the rules of various national and regional securities exchanges, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Shareholder Meeting are “non-routine” matters and therefore, BIOS does not expect there to be any broker non-votes at the Shareholder Meeting.

If you are a BIOS shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Advisory Governing Documents Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposal or the Adjournment Proposal. Accordingly, your bank, broker, or other nominee can vote your shares at the Shareholder Meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.

Abstentions will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of each of the proposals as a matter of Cayman Islands law.

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Shareholders may attend the Shareholder Meeting in person. If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two (2) business days in advance of the Shareholder Meeting by contacting BIOS’ secretary at                  by 9:00 a.m., Eastern Time, on                 , 2023 (two (2) business days prior to the meeting date).

You can pre-register to attend the Shareholder Meeting starting on                 , 2023 at                  a.m., Eastern Time (three (3) business days prior to the meeting date). Enter the URL address into your browser https://www.cstproxy.com/                , enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the Shareholder Meeting you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the Shareholder Meeting.

Shareholders who hold their investments through a bank or broker will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Shareholder Meeting you will need to have a legal proxy from your bank or broker, or if you would like to join and not vote, the Transfer Agent will issue you a guest control number with proof of ownership. In either case you must contact the Transfer Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have access to the Internet, you can listen only to the meeting by dialing                  (or                  if you are located outside the United States and Canada (standard rates apply)) and when prompted enter the pin number                 #. Please note that you will not be able to vote or ask questions at the Shareholder Meeting if you choose to participate telephonically.

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The existence of financial and personal interests of BIOS’ directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of BIOS and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. These conflicts of interest include, among other things, that if we do not consummate an initial business combination by June 7, 2023 (or up to December 7, 2023 if extended as a result of the adoption of the Extension Amendment Proposal), we may be forced to liquidate, and the 5,750,000 Founder Shares owned by the Sponsor and 380,000 Placement Units owned by our Sponsor, of which our directors and officers are members, would be worthless. See the sections titled “Proposal No. 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination,” “Proposal No. 1—The Business Combination Proposal—Conflicts of Interest and Waiver of Corporate Opportunity Doctrine,” “Risk Factors—BIOS’ Chief Executive Officer, Chief Financial Officer and member of the Board of Directors has interests in, and will benefit from, the Business Combination which may be different from or in addition to (and which may conflict with) the interests of the BIOS stockholders,” “Certain Relationships and Related Party Transactions,” “Executive and Director Compensation” and “Beneficial Ownership of Securities” for more information.

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The purpose of such share purchases and other transactions would be to increase the likelihood that the conditions to the consummation of the Business Combination are satisfied or to provide additional equity financing. This may result in the completion of our Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.

Entering into any such incentive arrangements may have a depressive effect on the Class A Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either prior to or immediately after the Shareholder Meeting.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. BIOS will file a Current Report on Form 8-K prior to the Shareholder Meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include (i) the amount of Class A Ordinary Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination transaction will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of Class A Ordinary Shares for which BIOS has received redemption requests.

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BIOS warrant holders should not submit the certificates relating to their BIOS Warrants. Public Shareholders who do not elect to have their Class A Ordinary Shares redeemed for the pro rata share of the Trust Account should not submit the certificates relating to their Class A Ordinary Shares.

Upon effectiveness of the Business Combination, holders of BIOS Ordinary Shares and BIOS Public Warrants will receive New Avertix Medical Common Stock and New Avertix Medical Public Warrants without needing to take any action and accordingly such holders do not need to submit the certificates relating to their BIOS Ordinary Shares and warrants. In addition, before the Closing, each outstanding BIOS Public Unit will be separated into its component Class A Ordinary Share and one-half of one BIOS Public Warrant.

Individuals call toll-free                 

Banks and brokers call                 

Email:                 

You also may obtain additional information about BIOS from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.” If you are a holder of Class A Ordinary Shares and you intend to seek redemption of your shares, you will need to deliver your Class A Ordinary Shares (either physically or electronically) to the Transfer Agent at the address below prior to 5:00 p.m., Eastern Time, on                 , 2023 (two (2) business days prior to the initially scheduled date of the Shareholder Meeting). If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30^th Floor

New York, New York 10004

E-mail:                 

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TICKER SYMBOLS AND DIVIDEND INFORMATION

BIOS

Units, Common Stock and Warrants

The Class A Ordinary Shares and BIOS Public Warrants are currently listed on Nasdaq under the symbols “BIOS” and “BIOSW,” respectively. Certain of the Class A Ordinary Shares and BIOS Public Warrants currently trade as BIOS Public Units consisting of one underlying Class A Ordinary Share and one-half of one underlying redeemable warrant and are listed on Nasdaq under the symbol “BIOSU.” The units will automatically separate into their component securities upon consummation of the Domestication and, as a result, will no longer trade as an independent security. Upon the Closing, we intend to change our name from “BioPlus Acquisition Corp.” to “Avertix Medical, Inc.” We intend to apply for listing, to be effective at the time of the Business Combination, of the New Avertix Medical Common Stock and the New Avertix Medical Public Warrants on Nasdaq under the proposed symbols “AVRT” and “AVRTW.”

Holders

As of                 , 2023, the record date for the Shareholder Meeting, there was                  holder of record of BIOS Public Units,                  holder of record of Placement Units,                  holder of record of Class A Ordinary Shares,                  holders of record of Class B Ordinary Shares,                  holder of record of Public Warrants and                  holder of record of Placement Warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose BIOS Public Units, Class A Ordinary Shares and Public Warrants are held of record by banks, brokers and other financial institutions.

Dividend Policy

BIOS has not paid any cash dividends on the BIOS Ordinary Shares to date and does not intend to pay any cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon New Avertix Medical’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of the New Avertix Medical Board at such time.

Avertix Medical

There is no public market for Avertix Medical’s equity securities.

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RISK FACTORS

You should carefully consider all of the following risk factors, together with all of the other information in this proxy statement/prospectus, including the financial information, before deciding how to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus.

The value of your investment following the completion of the Business Combination will be subject to significant risks affecting, among other things, the New Avertix Medical’s business, financial condition and results of operations. If any of the events described below occur, the New Avertix Medical business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of the New Avertix Medical’s securities and you therefore may lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of BIOS and Avertix Medical.

All references in this section to “we,” “us” or “our” refer to BIOS or Avertix Medical prior to the Closing, as the context requires, and New Avertix Medical after the Closing, as the context requires. References to the “Company” refer to New Avertix Medical and its consolidated subsidiaries subsequent to the Business Combination.

Risks Related to Avertix Medical’s Business

We require additional capital to support our present business plan and our anticipated business growth, and such capital may not be available on acceptable terms, or at all, which would adversely affect our ability to operate.

We will require substantial additional capital to further develop our business plan and continue our planned operations. We may choose to raise additional capital in order to expedite and propel growth more rapidly. We can give no assurance that we will be successful in raising any additional funds. Additionally, if we are unable to generate sufficient planned revenues from our sales and operating activities, we may need to raise additional funds, doing so through debt and equity offerings, in order to meet our expected future liquidity and capital requirements, including capital required for the development completion and introduction of our future products and technologies. Any such financing that we undertake will likely be dilutive to current stockholders.

We intend to continue to make investments to support our business growth. In addition, we may also need additional funds to respond to business opportunities and challenges, including our ongoing operating expenses, protecting our intellectual property, satisfying debt payment obligations, developing new lines of business and enhancing our operating infrastructure. While we may need to seek additional funding for such purposes, we may not be able to obtain financing on acceptable terms, or at all. In addition, the terms of our financings may be dilutive to, or otherwise adversely affect, holders of New Avertix Medical Common Stock. We may also seek to raise additional funds through arrangements with collaborators or other third parties. We may not be able to negotiate any such arrangements on acceptable terms, if at all. If we are unable to obtain additional funding on a timely basis, we may be required to curtail or terminate some or all our business plans. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Avertix Medical—Liquidity and Capital Resources”.

We cannot predict our future capital needs and we may not be able to secure additional financing.

We had cash of approximately $2.6 million and $4.4 million as of December 31, 2022 and 2021, respectively. Since our inception, we have financed operations primarily through the issuance of preferred stock and convertible notes. As a commercialized medical device company in its early stages, we have yet to generate sufficient revenues to fund the cash needs of our operations. To fund future operations and execute our long-term business plan and strategy, we will require the successful completion of the Business Combination and the

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raising of additional capital through the issuance of additional equity and/or debt. No assurance can be given that necessary funds will be available for us to finance our development on acceptable terms, if at all. Furthermore, such additional financings may involve substantial dilution of our stockholders or may require that we relinquish rights to certain of our technologies or products. In addition, we may experience operational difficulties and delays due to working capital restrictions. If adequate funds are not available from operations or additional sources of financing, we may have to delay or scale back our growth plans.

Management has determined there is substantial doubt about our ability to continue as a going concern.

Due to our history of recurring losses from operations, which included a restructuring under Chapter 11 of the U.S. Bankruptcy Code in 2019 and a U.S. bankruptcy court approved restructuring plan in February 2019, negative cash flows from operations and a significant accumulated deficit, management has determined these conditions raise substantial doubt about our ability to continue as a going concern, which is also included in the opinion of our independent registered public accounting firm for the year ended December 31, 2022 and in a related footnote to those financial statements.

Management’s plans to continue as a going concern include raising additional financing, specifically through the Business Combination, and generating operating revenues. There can be no assurance that our plans will be successful and, as such, our management concluded that substantial doubt exists about our ability to continue as a going concern. Further, the perception that we may not be able to continue as a going concern may also make it more difficult to operate our business due to concerns about our ability to meet our contractual obligations.

We have a limited sales history and the expected market for our Guardian System may fail to develop as expected.

We began U.S. commercial sales under TPT reimbursement in the first quarter of 2022. Sales and potential future profitability of Avertix Medical will depend largely upon our ability to generate awareness, interest and adoption of the Guardian System among physicians, patients, hospitals and ASCs. The Company is in an early period of commercialization with a limited footprint of customers and product sales. Additional sales personnel are expected to allow the Company to provide broader coverage and foster deeper relationships with physicians to drive revenue growth. There is no guarantee that hospitals, ASCs or cardiologists will accept the Guardian as a medical device at a price point that we deem acceptable. In addition, we may not generate sufficient revenues to cover costs which would negative impact on the business, financial results and results of operation.

Our business is heavily dependent upon physicians utilizing and prescribing our Guardian System; if we fail to engage physicians to utilize our solution, our revenues may never materialize or may not meet our projections.

The success of our business is heavily dependent upon physicians prescribing and utilizing our Guardian System. The utilization of our Guardian System by physicians for use in the prescription of cardiac monitoring is directly influenced by a number of factors, including:

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Moreover, if we are unable to educate clinicians on the safe, effective and appropriate use of our product, we may experience increased claims of product liability and may be unable to achieve our expected growth. Doctors play a significant role in determining the course of treatment and, ultimately, the type of product that will be used to treat a patient, so we rely on effectively marketing to them. Hospitals, however, are increasingly involved in the evaluation of products and product purchasing decisions. In order for us to sell our products, we must demonstrate to cardiologists and hospitals that our products are attractive alternatives to competing products for use in procedures. Acceptance of our products depends on educating cardiologists and hospitals as to the distinctive characteristics, perceived benefits, safety and cost-effectiveness of our products as compared to our competitors’ products. If we are not successful in demonstrating the merit of our products to cardiologists and hospitals or educating them on the use of our products, they may not use our products and we will be unable to increase our sales and sustain growth or profitability.

If we are unable to increase physician utilization, our revenues may never materialize or may not meet our projections.

Our revenue relies on our Guardian System, which is currently our only product. If our Guardian System or future offerings of product and services fail to gain, or lose, market acceptance, our business will suffer.

Our current revenue is dependent on purchases and use of our Guardian System, and we expect that reimbursement for our Guardian System will account for substantially all our revenue for the foreseeable future. We are in various stages of research and development for improvements to our Guardian System, including potentially for new indications; however, there can be no assurance that we will be able to successfully develop and commercialize such improved version of the Guardian System. Any new offerings of future product candidates and services (which will be subject to further approval by regulatory agencies including the Food and Drug Administration (the “FDA”)) may not be accepted by physicians or may merely replace revenue generated by our Guardian System and not generate additional revenue. If we have difficulty launching new services, our reputation may be harmed and our financial results adversely affected. In order to substantially increase our revenue, we will need to target physicians other than cardiologists, such as emergency room doctors, primary care physicians, and other physicians with whom we have had little contact and who may require a different type of marketing effort. If we are unable to increase sales for our Guardian System, expand reimbursement for our Guardian System, or successfully develop and commercialize new services and related devices, our revenue and our ability to achieve and sustain profitability would be impaired.

Our forecasts and projections are based upon assumptions, analyses and estimates developed by our management. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, our actual results may differ materially from those forecasted or projected.

Our forecasts and projections, including projected revenues, margins, profitability, cash flows, and our anticipated market opportunity, growth and penetration, are subject to significant uncertainty and are based on assumptions, analyses and estimates developed by our management, including with reference to third-party forecasts, any or all of which may prove to be incorrect or inaccurate.

The forecasts and projections in this proxy statement/prospectus include assumptions, analyses and estimates relating to the expected size and growth of the markets for which we operate or seek to enter. Such markets may not develop or grow, or may develop and grow at a lower rate than expected, and even if these markets experience the forecasted growth described in this prospectus, we may not grow our business at similar

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rates, or at all. Our future growth is subject to many factors, including, among others, our ability to develop and commercialize our Guardian System and the market’s adoption of our Guardian System, both of which are subject to risks and uncertainties, many of which are beyond our control. Accordingly, the forecasts and projections of market size and growth described in this prospectus should not be taken as indicative of our future growth.

Moreover, none of the projections and forecasts included in this proxy statement/prospectus have been prepared with a view toward public disclosure other than to certain parties involved in the Business Combination or toward complying with SEC guidelines or GAAP. Accordingly, such projections and forecasts should not be viewed as public guidance. The projections and forecasts were prepared based on numerous variables and assumptions which are inherently uncertain and may be beyond the control of Avertix Medical and BIOS and exclude, among other things, transaction-related expenses. Important factors that may affect actual results and results of New Avertix Medical’s operations following the Business Combination, or could lead to such projections and forecasts not being achieved include, but are not limited to: physician demand for the Guardian System, an evolving competitive landscape, rapid technological change, regulatory changes, successful management and retention of key personnel, unexpected expenses and general economic conditions. While Avertix Medical and BIOS assume responsibility for the accuracy and completeness of the projections and forecasts included in this proxy statement/prospectus, investors are cautioned not to place undue reliance on the projections, as the projections may be materially different than actual results.

Our success depends on our ability to effectively market our Guardian System against those of our future competitors or new technologies in the market.

Healthcare is a highly competitive environment. Our present product, the Guardian System, or future products, following received FDA approval, could be rendered obsolete or uneconomical by technological advances by one or more future competitors. To remain competitive, we must continue to develop and acquire new products and technologies and improve existing products and technologies. Competition is primarily on the basis of: technology; innovation; quality; reputation; customer service; and pricing.

In markets outside of the U.S., other factors influence competition as well, including: local distribution systems; complex regulatory environments; and differing medical philosophies and product preferences.

Our competitors may have greater financial, marketing and other resources than us; respond more quickly to new or emerging technologies; undertake more extensive marketing campaigns; adopt more aggressive pricing policies; or be more successful in attracting potential physicians, employees and strategic partners. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. These third parties may compete with us in recruiting and retaining qualified technical and management personnel, establishing clinical study sites and patient registrations for clinical studies, as well as in acquiring technologies complementary to, or necessary for, our programs.

Any of these factors, alone or in combination, could cause us to have difficulty maintaining or increasing sales of our products.

If we are not able to both obtain and maintain adequate levels of third-party reimbursement for our Guardian System, it would have a material adverse effect on the demand for the Guardian System, our revenue levels and our business.

Healthcare providers and related facilities are generally reimbursed for their services through payment systems managed by various governmental agencies worldwide, private insurance companies, and managed care organizations. The manner and level of reimbursement in any given case may depend on the site of care, the procedure(s) performed, the final patient diagnosis, the device(s) utilized, available budget, the efficacy, safety, performance and cost-effectiveness of our products and services, or a combination of these or other factors, and

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coverage and payment levels are determined at each payor’s discretion in a particular jurisdiction. In the United States, no uniform policy of coverage and reimbursement for products exists among third-party payors. While commercial payors often follow Medicare coverage policy and payment limitations, coverage and reimbursement for products can differ significantly from payor to payor. The coverage policies and reimbursement levels of these third-party payors may impact the decisions of healthcare providers and facilities regarding which medical products they purchase and the prices they are willing to pay for those products. Thus, changes in reimbursement levels or methods may impact sales of our products.

Reimbursement rates can also affect the acceptance rate of new technologies. Legislative or administrative reforms to reimbursement systems in the United States or abroad, or changes in reimbursement rates by private payors, could significantly reduce reimbursement for medical actions using our products or result in denial of reimbursement for those products, which would adversely affect customer demand or the price customers may be willing to pay for such products and services

We have no direct control over payors’ decision-making with respect to coverage and payment levels for our medical device products and services. Additionally, we expect many payors to continue to explore cost- containment strategies (e.g., comparative and cost- effectiveness studies, so-called “pay-for-performance” programs implemented by various public and private payors, and expansion of payment bundling schemes such as Accountable Care Organizations, and other such methods that shift medical cost risk to providers) that may potentially impact coverage and/or payment levels for our products and services.

The ability of physicians and other providers to successfully utilize our cardiac diagnostic and monitoring Guardian System and successfully allow payors to reimburse for the physicians’ technical and professional fees is critical to our business because physicians and their patients will select solutions other than ours in the event that payors refuse to adequately reimburse our technical fees and physicians’ professional fees.

Reimbursement by Medicare is highly regulated and subject to change; our failure to comply with applicable regulations could decrease our expected revenue and may subject us to penalties or have an adverse impact on our business.

Since commercialization, we received the significant majority of our total revenue from the Medicare program (inclusive of Medicare Advantage). The Medicare program is administered by the Centers for Medicare & Medicaid Services (CMS), which imposes extensive and detailed requirements on medical services providers, including, but not limited to, rules that govern how we structure our relationships with physicians, and how and where we provide our cardiac Guardian System. Our failure to comply with applicable Medicare rules could result in the inability of physicians to receive reimbursement as they will likely utilize our cardiac monitoring Guardian System under the Medicare payment program, which would have a material adverse impact on our reputation, business and results of operations.

Effective January 1, 2022, CMS awarded the Guardian System a Transitional Pass-Through (“TPT”) payment for outpatient procedures that adds the device cost as a pass-through payment to the calculated procedure payment. Medicare reimbursement levels are important to increasing adoption of our Guardian System because a significant percentage of the target patient population for the Guardian System is over the age of 65. The TPT payment is only effective for up to three years. While we have requested that the Guardian System be reclassified into a higher Medicare reimbursement level, there can be no assurance that such efforts will be successful. Any future decline in the amount Medicare is willing to reimburse our customers for implantation of the Guardian System could make it difficult for new customers to adopt the Guardian System and could create additional pricing pressure for us, which could adversely affect our ability to invest in and grow our business.

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If reimbursement or other payment for our Guardian System is reduced or modified in the United States or abroad, including through cost containment measures or changes to policies with respect to pricing, our business could suffer.

We receive a substantial portion of our revenue from Medicare and third-party commercial payors, and we cannot predict whether and to what extent existing reimbursement rates will continue to be available. Global efforts toward healthcare cost containment continue to exert pressure on product pricing. Governments around the world use various mechanisms to control healthcare expenditures such as price controls, the formation of public contracting authorities, product formularies (lists of recommended or approved products), and competitive tenders which require the submission of a bid to sell products. Sales of the Guardian System are dependent, in part, on the availability of reimbursement by government agencies and healthcare programs, as well as insurance companies and other third-party commercial payors. If CMS or any of our key commercial payors reduce reimbursement rates for our Guardian System, our business, operating results, and prospects would be adversely affected.

If we are unable to keep up with expected demand for our Guardian System, our revenue could be impaired, market acceptance for our Guardian System could be harmed, and physicians may instead order alternative monitoring products.

As demand for our Guardian System increases, we may encounter production or service delays or shortfalls. Such production or service delays or shortfalls may be caused by many factors, including the following:

If we were unable to successfully manufacture our Guardian Systems in sufficient quantities, or to maintain sufficient capacity to provide our Guardian System, it could materially harm our business.

If we are unable to maintain and expand our network of direct and indirect sales representatives, we may not be able to generate anticipated sales.

Our operating results are directly dependent upon the sales and marketing efforts of our employees and indirect sales representatives we intend to utilize in the future. We expect our direct and indirect sales

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representatives to develop long-lasting relationships with the physicians they serve. If these sales representatives fail to adequately promote, market and sell our products, our sales could significantly decrease.

We face significant challenges and risks in managing our geographically dispersed distribution network and retaining the individuals who make up that network. If a significant number of our direct sales representatives were to leave us, our sales could be adversely affected. If a significant number of our sales representatives were to depart and be retained by one of our competitors, we may be unable to prevent them from helping competitors solicit business from our existing customers, which could further adversely affect our sales. Because of the intense competition for their services, we may be unable to hire additional sales representatives to work with us. We may not be able to enter into agreements with them on favorable or commercially reasonable terms, if at all. Failure to hire or retain qualified sales representatives would prevent us from maintaining or expanding our business and generating sales.

As we launch new products and increase our marketing efforts with respect to existing products, we will need to expand the reach of our marketing and sales networks. Our future success will depend largely on our ability to continue to hire, train, retain and motivate skilled sales representatives with significant technical knowledge in various areas. New hires require training and take time to achieve full productivity. If we fail to train new hires adequately, or if we experience high turnover in our sales force in the future, we cannot be certain that new hires will become as productive as may be necessary to maintain or increase our sales.

If we are unable to expand our sales and marketing capabilities domestically and internationally, we may not be able to effectively commercialize our products, which would adversely affect our business, results of operations and financial condition.

A significant portion of our expected future growth depends on our ability to access international markets.

Our business plan contemplates addressing the significant addressable international market for the Guardian System. To date, we have made limited international sales and only recently entered into a distribution agreement for the Middle Eastern region. We expect that our distribution model will involve indirect sales representatives and further international distribution agreements, and we are in the early stages of accessing these markets. If we are unable to find adequate partners to distribute the Guardian System internationally, or the Guardian System and future enhancements face difficulties with required approvals in foreign jurisdiction, our expected results of operations and projected business results could be materially and adversely affected.

We are increasingly dependent on information technology and if we fail to effectively maintain or protect our information systems or data, including from data breaches, our business could be adversely affected.

We are increasingly dependent on sophisticated information technology for our products and infrastructure. As a result of technology initiatives, expanding privacy and cybersecurity laws, and changes in our system platforms, we have been consolidating and integrating the number of systems we operate and have upgraded and expanded our information systems capabilities. In addition, our Guardian System incorporates software and information technology that collects data regarding patients and patient therapy, and connects to our systems for maintenance and other purposes.

Our information systems, and those of third-party suppliers with whom we may contract, require an ongoing commitment of significant resources to maintain, protect and enhance existing systems and develop new systems to keep pace with continuing changes in information technology, evolving systems and regulatory standards, changing threats and vulnerabilities, and the increasing need to protect patient and customer information. In addition, given their size and complexity, these systems could be vulnerable to service interruptions or to security breaches from inadvertent or intentional actions by our employees, third-party vendors and/or business partners, or from cyber-attacks by malicious third parties attempting to gain unauthorized access to our products, systems or confidential information.

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Like other corporations with international and expanding operations, we may experience instances of phishing attacks on our email systems or other cyber-attacks, including state-sponsored cyber-attacks, industrial espionage, insider threats, computer denial-of-service attacks, computer viruses, ransomware and other malware, payment fraud or other cyber incidents. Our incident response efforts, business continuity procedures and disaster recovery planning may not be sufficient for all eventualities. If we fail to maintain or protect our information systems and data integrity effectively, we could:

While we have safeguards of our data and information technology in place, there can be no assurance that our activities related to consolidating the number of systems we operate, upgrading and expanding our information systems capabilities, protecting and enhancing our systems and implementing new systems will be successful. We will continue to dedicate significant resources to protect against unauthorized access to our systems and work with government authorities to detect and reduce the risk of future cyber incidents; however, cyber-attacks are becoming more sophisticated, frequent and adaptive. Therefore, despite our efforts, we cannot assure that cyber-attacks or data breaches will not occur or that systems issues will not arise in the future. Any significant breakdown, intrusion, breach, interruption, corruption or destruction of these systems could have a material adverse effect on our business and reputation and could materially adversely affect our results of operations and financial condition.

We could be exposed to significant liability claims if we are unable to obtain insurance at acceptable costs and adequate levels or otherwise protect ourselves against potential product liability claims.

The testing, manufacture, marketing and sale of medical devices entail the inherent risk of liability claims or product recalls. Product liability insurance is expensive and, if available, may not be available on acceptable terms at all periods of time. A successful product liability claim or product recall could inhibit or prevent the successful commercialization of our Guardian System or future products, cause a significant financial burden on our Company, or both, which in either case could have a material adverse effect on our business and financial condition.

International expansion of our business is expected to lead to increased exposure to market, regulatory, political, operational, financial and economic risks associated with doing business outside of the United States.

While we currently derive all of our revenue and maintain substantially all of our assets in the United States, we intend to continue to pursue growth opportunities outside of the United States, especially in the Middle East and Asia Pacific, which could expose us to risks associated with international sales and operations. Additionally, our international expansion efforts may not be successful.

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Our international operations would be subject to a number of risks, including:

Any of these factors could significantly harm our future international expansion and operations and, consequently, our revenue and results of operations.

Unfavorable global economic conditions, including slower growth or recession, inflation or decreases in consumer spending power or confidence, could adversely affect our business, financial condition or results of operations

Our results of operations could be harmed by general conditions in the global economy and in the global financial markets. A severe or prolonged economic downturn, including the impact of increased interest rates and inflation (such as the recent rise in inflation in the United States), could result in a variety of risks to our business, including our ability to raise additional capital when needed on acceptable terms, if at all. A weak or declining economy could also strain our third-party manufacturer or suppliers, possibly resulting in supply disruption, or cause our customers to delay making payments for our Guardian System. Any of the foregoing could harm our business and we cannot anticipate all of the ways in which unfavorable economic conditions and financial market conditions, including slower growth or recession, inflation or decreases in consumer spending power or confidence, could harm our business.

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Our senior management and key employees are important to our physician relationships and overall business, and if we are not successful in attracting or retaining highly qualified personnel, we may not be able to successfully implement our business strategy.

We believe that our success depends in part on the continued contributions of our senior management and key employees. We rely on our executive officers, senior management and key employees to generate business and execute programs successfully. In addition, the relationships and reputation that members of our management team and key employees have established and maintain with current and potential future customers contribute to our ability to maintain good customer relations and to identify new business opportunities. Our sales, technical and other key personnel play an integral role in the development, marketing and selling of new and existing products. These individuals could terminate their employment with us at any time or could take actions beyond our control necessitating their termination. If we are unable to recruit, hire, develop and retain a talented, competitive work force in our highly competitive industry, or if we are unable to plan effective succession for the future, we may not be able to meet our strategic business objectives.

Our ability to attract and retain employees is highly dependent upon our commitment to a diverse and inclusive workplace, ethical business practices and other qualities. Negative public opinion could result from actual or alleged conduct by us or those currently or formerly associated with us, and from any number of activities or circumstances, including operations, employment-related offenses (such as sexual harassment and discrimination), regulatory compliance and actions taken by regulators or others in response to such conduct. The outcome of any allegations, lawsuits, claims or legal proceedings is inherently uncertain and could result in significant costs, damage to our brands or reputation and diversion of management’s attention from our business. Any damage to our reputation or payments of significant amounts, even if reserved, could materially and adversely affect our business, reputation, financial condition, results of operations and cash flows.

In addition, prospective and existing employees often consider the value of the equity awards they receive in connection with their employment. If the actual or perceived value of our equity awards declines, experiences significant volatility or increases such that prospective employees believe there is limited upside to the value of our equity awards, it may adversely affect our ability to recruit and retain key employees. Additionally, in order to retain our existing employees and manage potential attrition, including as a result of stock price decreases and market volatility that may impact the actual or perceived value of our equity awards, we may issue additional equity awards, which could negatively impact our results of operations. Moreover, following the Closing and the lock-up period, many of our employees may be eligible to receive significant proceeds from the sale of New Avertix Medical Common Stock in the public markets. This may lead to higher employee attrition rates. If we are unable to recruit, hire, develop and retain a talented, competitive work force in our highly competitive industry, or if we are unable to plan effective succession for the future, we may not be able to meet our strategic business objectives. The loss of any of our continuing executive officers, members of our senior management team or key employees could significantly delay or prevent the achievement of our business objectives and could materially harm our business and customer relationships and impair our ability to identify and secure new contracts and otherwise manage our business.

Risks Related to Financial and Accounting Matters

Avertix Medical identified a material weakness in its internal control over financial reporting. If Avertix Medical is unable to remediate this material weakness, or if it identifies additional material weaknesses in the future or otherwise fails to maintain effective internal control over financial reporting, it may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect New Avertix Medical’s business and share price.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. In the course of preparing the financial statements that are included in this proxy statement/prospectus, management has determined that a material

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weakness exists within the internal controls over financial reporting. The material weakness identified relates to the lack of a sufficient complement of personnel within the finance and accounting function with an appropriate degree of knowledge, experience and training. We concluded that the material weakness in our internal control over financial reporting occurred because, prior to the Business Combination, we were a private company and did not have the necessary business processes, systems, personnel, and related internal controls necessary to satisfy the accounting and financial reporting requirements of a public company.

In order to remediate the material weakness, we expect to hire additional accounting and finance resources with public company experience and to nominate board members with the required financial literacy.

We may not be able to fully remediate the identified material weakness until the steps described above have been completed and our internal controls have been operating effectively for a sufficient period of time. We believe we will make progress in our remediation plan during the year ending December 31, 2023, but cannot assure you that we will be able to fully remediate the material weakness by such time. We also may incur significant costs to execute various aspects of our remediation plan but cannot provide a reasonable estimate of such costs at this time.

Avertix Medical is working to remediate the material weakness as efficiently and effectively as possible and expects full remediation will go beyond December 31, 2023. At this time, Avertix cannot provide an estimate of costs expected to be incurred in connection with implementing this remediation plan; however, these remediation measures will be time consuming, will result in Avertix incurring significant costs and will place significant demands on its financial and operational resources.

While Avertix Medical is designing and implementing measures to remediate its existing material weaknesses, it cannot predict the success of such measures or the outcome of its assessment of these measures at this time. Avertix Medical can give no assurance that these measures will remediate any of the deficiencies in its internal control over financial reporting, or additional material weaknesses in its internal control over financial reporting will not be identified in the future. Avertix Medical’s current controls and any new controls that it develops may become inadequate because of changes in conditions in its business, personnel, IT systems and applications, or other factors. Any failure to design or maintain effective internal control over financial reporting or any difficulties encountered in their implementation or improvement could increase compliance costs, negatively impact share trading prices, or otherwise harm Avertix Medical’s operating results or cause it to fail to meet its reporting obligations. The effectiveness of Avertix Medical’s internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the possibility of human error and the risk of fraud. If Avertix is unable to remediate the material weakness, Avertix Medical’s ability to record, process, summarize and report information within the time periods specified in the rules and forms of the SEC could be adversely affected, which, in turn, may adversely affect Avertix Medical’s reputation and business and the market price of New Avertix common stock. In addition, any such failures could result in litigation or regulatory actions by the SEC or other regulatory authorities, loss of investor confidence, delisting of Avertix Medical’s securities and harm to Avertix Medical’s reputation and financial condition, or diversion of financial and management resources from the operation of Avertix Medical’s business.

New Avertix Medical is expected to be required to conclude on the effectiveness of its internal control over financial reporting starting in fiscal 2024. Avertix Medical’s independent registered public accounting firm is not required to attest to the effectiveness of Avertix Medical’s internal control over financial reporting until after Avertix is no longer an “emerging growth company,” as defined in the JOBS Act. New Avertix Medical may not be able to conclude on an ongoing basis that it has effective internal control over financial reporting, in which case Avertix Medical’s independent registered public accounting firm could not issue an unqualified opinion related to the effectiveness of Avertix Medical’s internal control over financial reporting. If New Avertix Medical is unable to conclude that it has effective internal control over financial reporting and New Avertix Medical’s independent registered public accounting firm is unable to issue an unqualified opinion related to the effectiveness of Avertix Medical’s internal control over financial reporting, investors could lose confidence in New Avertix Medical’s reported financial information, which could have a material adverse effect on the trading price of New Avertix Medical’s common stock.

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We have a history of operating losses and may not achieve or sustain profitability in the future.

Since inception, we incurred significant net losses and expect to continue to incur net losses for the foreseeable future as we invest in research and development and sales and marketing. We expect to incur increased general and administrative costs as a public company following the Business Combination. We incurred net losses of $17.8 million and $9.2 million for the years ended December 31, 2022 and 2021, respectively. We had an accumulated deficit of $51.6 million as of December 31, 2022, and expect to continue to incur losses and operating cash outflows for the foreseeable future.

We expect that current cash resources plus the minimum gross proceeds of $40 million from the Business Combination will provide sufficient funding to support our continued operations for the foreseeable future. Based on the current plans and estimates, Avertix Medical anticipates this financial runway will allow New Avertix Medical to execute on its growth plan which includes the expansion of a direct sales organization domestically; expansion internationally through distributors; expansion of platform functionality of Guardian, and completion of development and obtain approval for the Generation-4 Guardian.

We may seek additional funding through the issuance of common stock or other equity securities, loan facilities or upfront payments from its international distributors, although there are no assurances that such efforts will be successful or on favorable terms. The amount and timing of our future funding requirements will depend on many factors including the strength of revenues from product sales, as well as any costs related to commercial, development, and manufacturing activities. Our ability to raise additional funds may also be adversely impacted by potential worsening global economic conditions and disruptions to and volatility in the credit and financial markets in the United States and worldwide.

Our history of recurring losses and anticipated expenditures raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern requires that we obtain sufficient funding to finance our operations.

We have incurred significant operating losses to date, and it is possible we may never generate a profit. Our consolidated financial statements included elsewhere in this proxy statement/prospectus have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of these uncertainties related to our ability to operate on a going concern basis.

We have concluded that our recurring losses from operations and need for additional financing to fund future operations raise substantial doubt about our ability to continue as a going concern. Similarly, our independent registered public accounting firm included an explanatory paragraph in its report on our consolidated financial statements as of and for the year ended December 31, 2022 with respect to this uncertainty.

On December 31, 2022, we had an accumulated deficit of approximately $51.6 million and continue to incur losses and operating cash outflows. We expect to continue to invest in product development in addition to sales and marketing efforts with the goal of growing revenue in the future. Avertix Medical received approximately $9.4 million of additional funding during the first quarter of 2023, which was generated from approximately $8.8 million from the sale of equity securities to new and existing investors, and approximately $0.6 million as a result of the sale of certain New Jersey net operating losses. However, additional financings will be needed by the Company to fund its operations. There can be no assurance that the Company will be successful in its efforts to improve operations or raise additional capital in terms acceptable to the Company. As such, the factors discussed above raise substantial doubt as to the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Changes may occur beyond our control that would cause us to consume our available capital before that time, including changes in and progress of our development activities and changes in regulation. Our future capital requirements will depend on many factors, including:

We will require additional capital to complete our planned clinical development programs for our current product candidates to obtain regulatory approval. Any additional capital raising efforts may divert our

management from their day-to-day activities, which may adversely affect our ability to develop and commercialize our current and future product candidates, if approved.

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In addition, we cannot guarantee that future financing will be available on a timely basis, in sufficient amounts or on terms acceptable to us, if at all. Moreover, the terms of any financing may adversely affect the holdings or the rights of our stockholders and the issuance of additional securities by us, whether equity or debt, or the market perception that such issuances are likely to occur, could cause the market price of New Avertix Common Stock to decline. If we are unable to raise sufficient capital when needed, our business, financial condition and results of operations will be harmed, and we will need to significantly modify our operational plans to continue as a going concern. If we are unable to continue as a going concern, we might have to liquidate our assets and the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our consolidated financial statements.

The requirements of being a public company may strain New Avertix Medical’s resources, divert management’s attention and affect its ability to attract and retain qualified directors and officers.

Following the consummation of the Business Combination, New Avertix Medical will face increased legal, accounting, administrative and other costs and expenses as a public company that Avertix did not incur as a private company. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the PCAOB and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements will require New Avertix Medical to carry out activities Avertix had not done previously. For example, New Avertix will create new board committees and adopt new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if a material weakness or significant deficiency in the internal control over financial reporting is identified), New Avertix could incur additional costs rectifying those issues, and the existence of those issues could adversely affect New Avertix Medical’s reputation or investor perceptions of it. It may also be more expensive to obtain director and officer liability insurance. Risks associated with New Avertix Medical’s status as a public company may make it more difficult to attract and retain qualified persons to serve on New Avertix Medical’s board of directors or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require New Avertix Medical to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

Our financial results may fluctuate significantly from quarter-to-quarter and may not fully reflect the underlying performance of our business.

Our revenue and operating results may fluctuate significantly from quarter to quarter as a result of a variety of factors, a number of which are outside our control, and may therefore not fully reflect the underlying performance of our business. Such factors may include, for example, seasonal variations in prescription rates. We typically experience reduced revenue during the third quarter, as well as during the year-end holiday season. We believe this is the result of physicians and patients taking vacations, and patients electing to delay our monitoring services during the summer months and holidays. We believe that period-to-period comparisons of our operating results may not be meaningful and should not be relied on as an indication of our future performance. If quarterly revenues or operating results fall below the expectations of investors or public market analysts, the trading price of our common stock could decline substantially. Factors that might cause quarterly fluctuations in our operating results include:

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Further, we recognize a portion of our revenue from non-contracted third-party commercial payors. During the year ended December 31, 2022, revenue from non-contracted third-party commercial payors accounted for a small percentage of our total revenue, which we hope to increase in the future. We have limited visibility as to when we will receive payment for our Guardian System with non-contracted payors and we must appeal any negative payment decisions, which often delays collections further. Additionally, a portion of the revenue from non-contracted payors is received from patient co-pays, which we may not receive for several months following delivery of service or may not receive at all. Fluctuations in revenue may make it difficult for us, research analysts, and investors to accurately forecast our revenue and operating results or to assess our actual performance. If our revenue or operating results fall below expectations, the price of our common stock would likely decline.

Risks Related to Our Industry

The industry in which we operate, and specifically cardiac monitoring solutions, is highly competitive and subject to rapid technological change. If our competitors are better able to develop and market products that are safer, more effective, less costly, easier to use, or are otherwise more attractive which would gain greater acceptance in the marketplace, we may be unable to compete effectively with other companies.

The medical technology industry is characterized by intense competition and rapid technological change, and we will face competition on the basis of product features, product performance and reliability, product quality and safety, product technology and innovation, clinical outcomes, cost-effectiveness and price, services, changes to the regulatory environment and other factors. Competitors may include large medical device and other companies, some of which have significantly greater financial and marketing resources than we do, and firms that are more specialized than we are with respect to particular markets. Our competition may respond more quickly to new or emerging technologies, undertake more extensive marketing campaigns, have greater financial, marketing and other resources than ours or may be more successful in attracting potential customers, employees and strategic partners.

The market for cardiac monitoring products and services is competitive, characterized by rapid change resulting from technological advances, scientific discoveries, and other market activities of industry participants. There are emerging medical devices in the cardiac monitoring and detection market that can be used outside of healthcare facilities that provide information for patients with potential heart attacks events. However, our Guardian System currently faces limited competition from products and services that provide FDA approved alternatives for cardiac monitoring, including traditional surface electrocardiogram at healthcare facilities, short-term Holter monitors, loop recorders, pacemakers and ICDs. Our ability to compete effectively depends on our ability to distinguish our Company and our Guardian System from our competitors and their products, and includes such factors as safety and effectiveness; acute and long-term outcomes; ease of use; price; physician, hospital, and clinic acceptance; and third-party reimbursement.

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Our industry is subject to rapid change and is significantly affected by new product introductions, results of clinical research, corporate combinations, and other factors. Large competitors in the cardiac monitoring market include companies that manufacture remote cardiac monitoring devices or offer monitoring services. These companies have also developed other patch-based cardiac monitors that have received regulatory clearances. There are also several small start-up companies trying to compete in the patch-based cardiac monitoring space, as well as several entering the patch-based cardiac monitoring market.

We have also seen a trend in the market for large medical device companies (that have longer operating histories and may have greater name recognition and substantially greater financial, technical and marketing resources than us) to acquire, invest in, or form alliances with these smaller companies in order to diversify their product offerings and participate in the digital health space. Many of these companies also have FDA or other applicable governmental approval to market and sell their products, and more extensive customer bases, broader customer relationships and broader industry alliances than us, including relationships with many of our potential customers. Increased competition from any of these sources could result in our failure to achieve and maintain an adequate level of customers and market share to support the cost of our operations. Future competition could come from large information technology companies focused on improving healthcare. These competitors and potential competitors may introduce new products and services that more directly compete with our Guardian System and related devices.

Our competitive position will depend on multiple, complex factors, including our ability to achieve market acceptance and large scale penetration of our products, develop new products and services, implement production and marketing plans, secure regulatory approvals for products under development and protect our intellectual property. In some instances, competitors may also offer, or may attempt to develop, alternative systems that may be delivered without a medical device or with a medical device superior to ours. The development of new or improved products, processes or technologies by other companies may render our products or proposed products obsolete or less competitive. The entry into the market of manufacturers located in low-cost manufacturing locations may also create pricing pressure, particularly in developing markets. Our future success depends, among other things, upon our ability to compete effectively against current technology, as well as to respond effectively to technological advances or changing regulatory requirements, and upon our ability to successfully implement our marketing strategies and execute our research and development plan. Our research and development efforts are aimed, in part, at solving increasingly complex problems, as well as creating new technologies, and we do not expect that all of our projects will be successful. If our research and development efforts are unsuccessful, our future results of operations could be materially harmed.

Risks Related to Tax Matters

If we cannot realize our deferred tax assets, our results of operations could be adversely affected.

We have maintained a valuation allowance on all our U.S. net deferred tax assets since our inception as it was determined that it was more likely than not that we would not recognize the benefits of these assets. Each reporting period, we consider both positive and negative evidence to determine whether all or a portion of the deferred tax assets are more likely than not to be realized. If we determine that some or all of our deferred tax assets are not realizable, it could result in a material expense in the period in which this determination is made which may have a material adverse effect on our financial condition and results of operations.

Our ability to use net operating losses to offset future taxable income may be subject to limitation.

Our net operating loss, or NOL, carryforwards could expire unused and be unavailable to offset future income tax liabilities because of their limited duration or because of restrictions under U.S. tax law. NOLs generated in tax years beginning on or prior to December 31, 2017, are permitted to be carried forward for only 20 years under applicable U.S. tax law. Federal NOLs generated in tax years beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such federal NOLs in tax years beginning after December 31, 2020, is subject to certain limitations. It is uncertain if and to what extent various states will conform to federal law with respect to the limitations on the use of NOLs.

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In addition, under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, if a corporation undergoes an “ownership change,” its ability to use its pre-change NOL carryforwards and other pre-change tax attributes (such as research tax credits) to offset its post-change income may be limited. A Section 382 “ownership change” generally occurs if one or more stockholders or groups of stockholders who own at least 5% of our stock increase their ownership by more than 50 percentage points (by value) over their lowest ownership percentage over a rolling three-year period. We may have experienced ownership changes in the past and may experience ownership changes in the future as a result of shifts in our stock ownership (some of which are outside our control) or the Business Combination. As a result, if we earn net taxable income, our ability to use our pre-change NOLs to offset such taxable income may be subject to limitations. Similar provisions of state tax law may also apply to limit our use of accumulated state tax attributes. In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.

Consequently, even if we achieve profitability, we may not be able to utilize a material portion of our NOL carryforwards and certain other tax attributes, which could have a material adverse effect on cash flow and results of operations.

Changes in tax laws or regulations may have a material adverse effect on our business, cash flow, financial condition, or results of operations.

Changes in tax laws could have a material adverse effect on our business, cash flow, financial condition, or results of operations. For example, the Tax Cuts and Jobs Act of 2017 (the “TCJA”) enacted many significant changes to the U.S. tax laws, including changes in corporate tax rates, the realization of net deferred tax assets relating to our U.S. operations, the taxation of foreign earnings and the deductibility of expenses. Beginning in 2022, the TCJA eliminated the ability to deduct immediately certain research and development expenditures and required taxpayers to amortize such expenditures over five years, to the extent incurred in the United States, and over fifteen years, to the extent incurred outside the United States. Unless the United States Department of the Treasury issues regulations that narrow the application of this provision to a smaller subset of our research and development expenses or the provision is deferred, modified, or repealed by Congress, it could harm our future operating results by effectively increasing our future tax obligations. The actual impact of this provision will depend on multiple factors, including the amount of research and development expenses we will incur, whether we achieve sufficient income to fully utilize such deductions and whether we conduct our research and development activities inside or outside the United States.

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Risks Related to Intellectual Property

Intellectual property litigation and infringement claims could cause us to incur significant expenses or prevent us from selling the Guardian System and future iterations.

The medical device industry in which we operate is characterized by extensive intellectual property litigation and, from time to time, we might be the subject of claims by third parties of potential infringement or misappropriation. Regardless of outcome, such claims are expensive to defend and divert the time and effort of our management and operating personnel from other business issues. A successful claim or claims of patent or other intellectual property infringement against us could result in our payment of significant monetary damages and/or royalty payments, or it could negatively impact our ability to sell the Guardian System and future iterations in the affected category and could have a material adverse effect on business, cash flows, financial condition or results of operations.

If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.

In addition to obtaining intellectual property protections we rely on trade secrets, including unpatented know-how, technology and other proprietary information, to maintain our competitive position. We will seek to protect these trade secrets, in part, by entering into non-disclosure and confidentiality agreements with parties who have access to them, such as our employees, corporate collaborators, outside scientific collaborators, contract manufacturers, consultants, advisors and other third parties. We will seek to protect our confidential proprietary information, in part, by entering into confidentiality and invention or intellectual property assignment agreements with our employees and consultants. Moreover, to the extent we enter into such agreements, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent them, or those to whom they communicate it, from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor, our competitive position would be harmed. In general, any loss of trade secret protection or other unpatented proprietary rights could harm our business, results of operations and financial condition.

If we are unable to protect our proprietary rights, or if we infringe on the proprietary rights of others, our competitiveness and business prospects may be materially damaged.

We have filed for and were granted a number of utility patents in the U.S. We will continue to seek patent protection for our inventions and may seek patent protection for our proprietary designs if warranted. Seeking patent protection is a lengthy and costly process, and there can be no assurance that patents will be issued from any pending applications, or that any claims allowed from existing or pending patents will be sufficiently broad or strong to protect our designs or our proprietary technology. There is also no guarantee that any patents we hold will not be challenged, invalidated or circumvented, or that the patent rights granted will provide competitive advantages to us. Our competitors have developed and may continue to develop and obtain patents for technologies that are similar or superior to our technologies. In addition, the laws of foreign jurisdictions in which we develop, manufacture or sell our products may not protect our intellectual property rights to the same extent, as do the laws the United States.

Adverse outcomes in legal disputes regarding patent and other intellectual property rights could result in the loss of our intellectual property rights, subject us to significant liabilities to third parties, require us to seek licenses from third parties on terms that may not be reasonable or favorable to us, prevent us from manufacturing, importing or selling our products, or compel us to redesign our products to avoid infringing third parties’ intellectual property. As a result, we may be required to incur substantial costs to prosecute, enforce or defend our intellectual property rights if they are challenged. Any of these circumstances could have a material adverse effect on our business, financial condition and resources or results of operations.

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Dependence on our proprietary rights and failing to protect such rights or to be successful in litigation related to such rights may result in our payment of significant monetary damages or impact our ability to sell our products.

Our long-term success largely depends on our ability to market technologically competitive products. If we fail to obtain or maintain adequate intellectual property protection, we may not be able to prevent third parties from using our proprietary technologies or may lose access to technologies critical to our products. Also, our currently pending industrial design patent or any future patents applications may not result in issued patents, and issued patents are subject to claims concerning priority, scope and other issues.

Furthermore, to the extent we do not file applications for patents domestically or internationally, we may not be able to prevent third parties from using our proprietary technologies or may lose access to technologies critical to our products in other countries.

Risks Related to Manufacturing and Supply Chain Management

Interruption of manufacturing operations could adversely affect our business, financial condition and results of operations.

We and our third-party manufacturers have manufacturing sites all over the world. In some instances, however, the manufacturing of certain of our product lines is concentrated in one or more plants. Damage to one or more facilities from weather or natural disaster-related events, vulnerabilities in technology, cyber-attacks against our information systems or the information systems of our business partners (such as ransomware attacks), or issues in manufacturing arising from failure to follow specific internal protocols and procedures, compliance concerns relating to the FDA’s Quality System Regulation (“QSR”) and Good Manufacturing Practice requirements, equipment breakdown or malfunction, reductions in operations and/or worker absences due to the COVID-19 pandemic or other health epidemics (or local, state, or national reactions to such epidemics), or other factors could adversely affect the ability to manufacture our products. In the event of an interruption in manufacturing, we may be unable to move quickly to alternate means of producing affected products or to meet customer demand. We have experienced such interruptions due to the COVID-19 pandemic, and we may experience such interruptions in the future. In the event of a significant interruption, for example, as a result of a failure to follow regulatory protocols and procedures, we may experience lengthy delays in resuming production of affected products due primarily to the need for regulatory approvals. As a result, we may experience loss of market share, which we may be unable to recapture, and harm to our reputation, which could adversely affect our business, financial condition and results of operations.

Disruptions in the supply of the materials and components used in manufacturing our products or the sterilization of our products by third-party suppliers could adversely affect our business, financial condition and results of operations.

We purchase many of the materials and components used in manufacturing our products from third-party suppliers and we outsource some key manufacturing activities. Given our limited scale, we obtained many of these materials from a single source or a limited number of sources although other alternatives are available in the market. A reduction or interruption in the supply of materials or components used in manufacturing our products, or a significant increase in the price of such materials or components could adversely affect our business, financial condition and results of operations.

In addition, many of our products require sterilization prior to sale and we utilize a mix of internal resources and contract sterilizers to perform this service. To the extent we or our contract sterilizers are unable to sterilize our products, whether due to capacity, availability of materials for sterilization, regulatory or other constraints, including federal and state regulations on the use of ethylene oxide, or reductions in operations and/or worker absences due to the COVID-19 pandemic or other health epidemics, we may be unable to transition to other contract sterilizers, sterilizer locations or sterilization methods in a timely or cost effective manner or at all, which could have a material impact on our results of operations and financial condition.

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We depend on third-party vendors for the supply and manufacture of certain components of our Guardian System, as well as for other aspects of our operations.

We rely on third-party vendors for components and sub-assemblies used in our Guardian System, and also in connection with certain logistical aspects of our Guardian System. Our reliance on third-party vendors subjects us to a number of risks, including:

Further, we rely on several suppliers for the supply of our plastic housings, instruments and other materials that we use to manufacture the Guardian System. We have not qualified additional suppliers for some of these components and materials. While we believe that alternative sources of supply may be available, we cannot be certain whether they will be available if and when we need them and that any alternative suppliers would be able to provide the quantity and quality of components and materials that we would need to manufacture our Guardian System if our existing suppliers were unable to satisfy our supply requirements.

Any significant delay or interruption in the supply of components or sub-assemblies, or our inability to obtain substitute components, sub-assemblies or materials from alternate sources at acceptable prices and in a timely manner could impair our ability to meet the demand for our Guardian System, significantly affect our future revenue and harm our relations and reputation with physicians, hospitals, clinics, and patients.

We also rely on certain third-party vendors in connection with the analysis we perform to create diagnostic reports for our Guardian System, which is dependent upon a recording made by each Guardian System. Any of these disruptions may render it difficult or temporarily impossible for us to provide our Guardian System and bill for it, adversely affecting our operating results, causing significant distraction for management, and negatively impacting our business reputation. We also expect that our reliance on third-party vendors will increase as our business grows, exposing us to increased harm if such disruptions occur.

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Our dependence on a limited number of suppliers to perform tasks unique to our business, such as cleaning and packaging of implant devices for sterilization, may prevent us from delivering our devices on a timely basis.

We currently rely on a limited number of suppliers of components for our business that perform tasks unique to our business, such as cleaning and packaging of implants devices for sterilization. If these suppliers became unable to provide components in the volumes needed or at an acceptable price, we would have to identify and qualify acceptable replacements from alternative sources of supply. The process of qualifying suppliers is lengthy. Delays or interruptions in the supply of our requirements could limit or stop our ability to provide sufficient quantities of devices on a timely basis or meet demand for our devices or services, which could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Regulatory, Legal and Quality

We are subject to extensive compliance requirements for the quality of the Guardian System we manufacture and for vigilance on complaint-handling, escalation, assessment, and reporting of adverse events and malfunctions. A wide range of quality, regulatory, or safety matters could trigger the need for a recall or correction to marketed products.

Our design and manufacturing facilities and processes and those of certain third-party suppliers are subject to unannounced FDA, state, and Notified/Approved Body regulatory inspections for compliance with various medical device regulations and standards, including the QSR, EU Medical Devices Directive, EU Medical Devices Regulation, UK MDR requirements. Developing and maintaining a compliant quality system is time consuming and investment intensive. Requirements and standards may change and evolve over time, and we will need to adapt. Failure to maintain compliance with, or not fully complying with the requirements of the FDA and state regulators could result in enforcement actions, which could include the issuance of warning letters, adverse publicity, seizures, prohibitions on product sales, recalls, and civil and criminal penalties, any one of which could significantly impact our manufacturing supply and provision of services and impair our financial results. Failure to maintain full compliance with the requirements of EU Medical Devices Directive, EU Medical Devices Regulation, and UK Medical Devices Regulation could result in similar disruptions in these markets.

We are required to file various reports with the FDA, including reports required by adverse event and field action reporting regulations. These reports are often required if our Guardian System may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if the malfunction were to recur. They may also be necessary or prudent for a range of other reasons relating to the importance of gathering information in the post marketing setting and managing risk throughout the product lifecycle. If these reports are not filed in a timely manner, regulators may impose sanctions and we may be subject to product liability or regulatory enforcement actions, all of which could harm our business. These reports are typically publicly available information in most jurisdictions, including the United States. If we initiate a field action (whether a “correction” made relative to a device that remains in the field, which could be through a labeling or software update, or “removal” or “recall” and return of that device to us, or field advisory notices) to reduce a risk to health posed by our Guardian System, we would be required to report the Correction or Removal to the FDA and, in many cases, similar reports to other regulatory agencies. If these reports are not filed in a timely manner, regulators may impose sanctions and we may be subject to product liability or regulatory enforcement actions, all of which could harm our business. These reports are typically publicly available information in most jurisdictions, including the United States.

Depending on the reason for the correction or removal and the potential severity of the impact to patient safety or the effectiveness of the device, the FDA may require differing degrees of communication to alert those who may be in possession of an impacted device. Furthermore, even if we adhere to regulatory standards and expectations in our corrective actions, the public nature of such actions can result in broader negative publicity and perceptions, which could harm our reputation.

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If we assess a potential quality issue or complaint or product enhancement as not requiring either field action or notification, respectively, regulators may review documentation of that decision during a subsequent audit. If regulators disagree with our decision, or take issue with either our investigation process or the resulting documentation or course of action, we may be subject to a range of potential regulatory enforcement actions or required to take corrective actions, which depending on their nature and scope could harm our business.

If we fail to comply with medical device, healthcare and other governmental regulations, we could face substantial penalties and our business, results of operations, and financial condition could be adversely affected.

The services and related devices we offer are highly regulated, and the regulatory environment in which we operate may change significantly and adversely in the future. Our arrangements with physicians, hospitals, clinics, and other stakeholders in the healthcare industry may expose us to broadly applicable medical device laws and healthcare fraud and abuse and other laws and regulations that may restrict the financial arrangements and relationships through which we market, sell, distribute, and provide our services and related devices. Our employees, consultants, and commercial partners and collaborators may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements. Federal and state healthcare laws and regulations that may affect our ability to conduct business, include, without limitation:

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These laws are broad in scope and available exceptions and exemptions are narrow; it is possible that some of our activities could be subject to challenge under one or more of such laws. If our operations are found to be in violation of any of the federal and state laws described above or any other governmental regulations that apply to us, we may be subject to significant civil, criminal, and administrative penalties, including, without limitation, damages, fines, imprisonment, exclusion from participation in government healthcare programs, additional reporting obligations and oversight if we become subject to a corporate integrity agreement or other agreement to resolve allegations of non-compliance with these laws, and the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our results of operations. Any action brought against us for violations of these laws or regulations, even successfully defended, could cause us to incur significant legal expenses and divert our management’s attention from the operation of our business. Any of the foregoing consequences could seriously harm our business and our financial results.

Further, certain states also require the maintenance of state regulatory licenses to manufacture and distribute medical devices to residents within the respective state. We have such a license in New Jersey and are required to comply with applicable standards. Failure to comply with applicable laws and standards may result in the suspension, restriction, or revocation of our licenses, result in civil monetary penalties or corrective action plans. Au such actions could materially affect our business. Other states may have, or in the future may adopt, similar licensure requirement, which may require us to modify, delay or stop our operations in such jurisdictions. Complying with licensure requirements in new jurisdictions may be expensive, time-consuming, and subject us to significant and unanticipated delays. If we identify any other state with such requirements, or if we are contacted by any other state advising us of such requirements, we intend to follow instructions from the state regulators as to how we should comply with such requirements.

Our communications with healthcare stakeholders – physicians and other healthcare professionals, payors and similar entities, as well as patients and lay caregivers – are subject to a high degree of scrutiny for compliance with a wide range of laws and regulations. Continuing or increasing our sales and marketing and other external communication efforts may expose us to additional risk of being alleged or deemed to be non-compliant by regulatory, enforcement authorities, or competitors.

Our sales and marketing efforts and initiatives may subject us to additional scrutiny of our practices of effective communication of risk information, benefits, or claims under the oversight of the FDA, the Federal Trade Commission (“FTC”), or both agencies. For example, the FDA applies a heightened level of scrutiny to comparative claims when applying its statutory standards for advertising and promotion, including with regard to its requirement that promotional labeling be truthful and not misleading. The FTC also recently released updated guidance on health claims, with a high expectation for clinical data to support these claims. There is potential for differing interpretations of whether certain communications are consistent with a product’s FDA-required labeling, and FDA will evaluate communications on a fact-specific basis.

In addition, making comparative claims may draw scrutiny from our competitors. Where a company makes a claim in advertising or promotion that its product is superior to the product of a competitor (or that the competitor’s product is inferior), this creates a risk of a lawsuit by the competitor under federal and state false advertising or unfair and deceptive trade practices law, and possibly also state libel law. Such a suit may seek injunctive relief against further advertising, a court order directing corrective advertising, and compensatory and punitive damages where permitted by law. If our compliance program and training and monitoring do not effectively keep pace with our sales and marketing growth, we may encounter increased risk in execution of activities by our personnel, potential enforcement and other exposure.

We may also seek to communicate certain information with physicians and scientists or with payors and similar entities, and may rely on a range of laws, regulations, regulatory guidance governing topics including scientific exchange and communication of healthcare economic information (“HCEI”) and product information under the Preapproval Information Exchange Act.

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Legal proceedings could adversely impact our cash flows or results of operations.

Due to the nature of our business, which includes the sourcing, marketing and manufacturing of medical products, it is possible that we will become involved in disputes, litigation and regulatory matters. Litigation is inherently unpredictable and the unfavorable outcome of legal proceedings could adversely affect our results of operations or financial condition.

Additionally, our product may in the future be alleged to cause personal injury, subjecting us to product liability claims. In addition, product liability insurance for these types of claims is becoming more limited and may not be available to us at amounts that we historically have obtained or that we would like to obtain. It is possible that a settlement of or judgment for a product liability claim may not be covered by insurance or exceed available insurance recoveries. If this happens, and if any such settlement or judgment is in excess of any prior accruals, our results of operations and financial condition could be adversely affected.

We also operate in an industry characterized by extensive intellectual property litigation. Patent litigation can result in significant damage awards and injunctions that could prevent the manufacture and sale of affected products or force us to make royalty payments in order to continue selling the affected products.

We may become subject, directly or indirectly, to federal and state health care fraud and abuse laws and regulations and if we are unable to fully comply with such laws, the Company could face substantial penalties.

Although not affected at this time, our operations may in the future become directly or indirectly affected by various broad state and federal health care fraud and abuse laws, including the Federal Healthcare Programs’ Anti-Kickback Statute and the Stark law, which among other things, prohibits a physician from referring Medicare and Medicaid patients to an entity with which the physician has a financial relationship, subject to certain exceptions. If our future operations are found to be in violation of these laws, we or our officers may be subject to civil or criminal penalties, including large monetary penalties, damages, fines, imprisonment and exclusion from Medicare and Medicaid program participation. If enforcement action were to occur, our business and results of operations could be adversely affected.

We are subject to domestic and international data privacy laws that govern the collection, use, disclosure and protection of health-related and other personal information that we collect, and our failure to comply with them could subject us to substantial liabilities, including private litigation and/or adverse publicity and could negatively affect our operating results and business.

Our business relies on the secure electronic transmission, storage and hosting of sensitive information, including personal information, protected health information, financial information, intellectual property and other sensitive information related to our customers and workforce. The collection, maintenance, protection, use, transmission, disclosure and disposal of certain personal information and the security of medical devices are regulated at the U.S. federal and state, international and industry levels. U.S. federal and state laws, such as HIPAA, protect the confidentiality of certain patient health information, including patient medical records, and restrict the use and disclosure of individually identifiable information. In addition to the regulation of individually identifiable health information, a number of states have also adopted laws and regulations that may affect our privacy and data security practices for other kinds of personally identifiable information (“PII”), such as state laws that govern the use, disclosure and protection of sensitive personal information, such as social security numbers, or that are designed to protect credit card account data. State consumer protection laws may also establish privacy and security standards for use and management of PII, including information related to customers, suppliers, and care providers.

Failure to comply with U.S. and foreign data protection laws and regulations could result in government investigations and enforcement actions (which could include civil or criminal penalties), fines, private litigation, and/or adverse publicity and could negatively affect our operating results and business. Moreover, patients about

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whom we or our partners obtain information, as well as the providers who share this information with us, may contractually limit our ability to use and disclose the information. Claims that we have violated individuals’ privacy rights, failed to comply with data protection laws, or breached our contractual obligations, even if we are not found liable, could be expensive and time-consuming to defend and could result in adverse publicity that could harm our business.

Negative publicity concerning our products, including due to product defects and any resulting litigation, could harm our reputation and reduce demand for heart attack warning systems, either of which could adversely impact our brand and financial results.

The responses of potential patients, physicians, the news media, legislative and regulatory bodies and others to information about complications or alleged complications of our Guardian System or any future products could result in negative publicity and could materially reduce market acceptance of our Guardian System or any future products. These responses or any investigations and potential resulting negative publicity may have a material adverse effect on our business and reputation and negatively impact our brand and financial condition, results of operations or the market price of our common stock. In addition, significant negative publicity could result in an increased number of product liability claims against us.

Defects or quality issues associated with our products could adversely affect the results of our operations.

The design, manufacture and marketing of medical devices involve certain inherent risks. Manufacturing or design defects, component failures, unapproved or improper use of our products, or inadequate disclosure of risks or other information relating to the use of our products can lead to injury or other serious adverse events. Such events could in the future lead to recalls or safety alerts relating to our products (either voluntary or as required by the FDA or similar governmental authorities in other countries), and could result, in certain cases, in the removal of a product from the market. A recall could result in significant costs and lost sales and customers, enforcement actions and/or investigations by state and federal governments or other enforcement bodies, as well as negative publicity and damage to our reputation that could reduce future demand for our products. The FDA requires that certain classifications of recalls be reported to the agency within 10 working days after the recall is initiated. Companies are required to maintain certain records of recalls, even if they are not reportable to the FDA. We may initiate voluntary recalls involving the Guardian System or other planned devices in the future that we determine do not require notification of the FDA. If the FDA disagrees with our determinations, they could require us to report those actions as recalls. Product recalls may divert management attention and financial resources, expose us to product liability or other claims, harm our reputation with customers and adversely impact our business, financial condition and results of operations.

Personal injuries relating to the use of our products can also result in significant product liability claims being brought against us. In some circumstances, such adverse events could also cause delays in regulatory approval of new products or the imposition of post-market approval requirements.

We are subject to extensive governmental regulations relating to the manufacturing, labeling and marketing of our products.

Our medical technology products and operations are subject to regulation by the FDA, and other foreign and local governmental authorities. These agencies enforce laws and regulations that govern the development, testing, manufacturing, labeling, advertising, marketing and distribution, and market surveillance of our medical products.

Under the United States Federal Food, Drug, and Cosmetic Act, medical devices are classified into one of three classes—Class I, Class II or Class III—depending on the degree of risk associated with each medical device and the extent of control needed to ensure safety and effectiveness. Our Guardian System is a Class III device.

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The processes by which 510(k) clearance, grant of a de novo classification request, or Premarket Approval Application (PMA) approval is obtained can be expensive and lengthy and require the payment of significant fees. The FDA’s 510(k) clearance process usually takes from three to 12 months, but may last longer. The FDA’s goal is to review de novo classification requests within 150 FDA review days, but presently, the current average review period is about eight months. The process of obtaining a PMA is much costlier and more uncertain than the 510(k) clearance process and generally takes one to three years, or even longer, from the time the application is submitted to the FDA until an approval is obtained. The process of obtaining regulatory clearances through the 510(k) process, de novo classification, or approvals through the PMA process to market a medical device in the United States or internationally can be costly and time-consuming, and we may not be able to obtain these clearances, grants of de novo classification, or approvals on a timely basis, if at all. If the FDA requires us to go through a lengthier, more rigorous examination for future products or modifications to existing products than we had expected, our product introductions or modifications could be delayed or canceled, which could cause our sales to decline and potentially harm our ability to compete. In addition, if the FDA disagrees with our determination that a product we market is subject to an exemption from pre-market review, the FDA may require us to submit a 510(k), de novo, or PMA and may require us to cease distribution of the product and/or recall the product unless and until we obtain 510(k) or de novo clearance or PMA. Further, even with respect to those future products where a PMA is not required, we cannot assure you that we will be able to obtain the 510(k) or de novo clearances with respect to those products. The FDA may also reclassify devices currently on the market from Class II to Class III, which could result in additional regulatory burden requiring submission and approval of a PMA prior to marketing, or could result in the FDA rescinding a 510(k) for a previously cleared device.

In addition to regulations in the United States, we are subject to a variety of foreign regulations governing clinical trials and commercial sales and distribution of our products in foreign countries. Whether or not we obtain FDA approval for a product, we must obtain approval of a product by the comparable regulatory authorities of foreign countries before we can commence clinical trials or marketing of the product in those countries. The approval process varies from country to country, and the time may be longer or shorter than that required for FDA approval. The requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary greatly from country to country.

The policies of the FDA and foreign regulatory authorities may change and additional government regulations may be enacted which could prevent or delay regulatory approval of our products and could also increase the cost of regulatory compliance. We cannot predict the likelihood, nature or extent of adverse governmental regulation that might arise from future legislative or administrative action, either in the United States or abroad.

The FDA and non-U.S. regulatory authorities require that our products be manufactured according to rigorous standards. These regulatory requirements may significantly increase our production costs and may even prevent us from making our products in quantities sufficient to meet market demand. If we change our approved manufacturing process, the FDA may need to review the process before it may be used. Failure to comply with applicable regulatory requirements discussed could subject us to enforcement actions, including warning letters, fines, injunctions and civil penalties, recall or seizure of our products, operating restrictions, partial suspension or total shutdown of our production, and even criminal prosecution.

Federal, state and non-U.S. regulations regarding the manufacture and sale of medical devices are subject to future changes. The complexity, timeframes and costs associated with obtaining marketing clearances are unknown. Although we cannot predict the impact, if any, these changes might have on our business, the impact could be material.

Following the introduction of a product, these agencies will also periodically review our design and manufacturing processes and product performance. The process of complying with the applicable good manufacturing practices, adverse event reporting, clinical trial and other requirements can be costly and time consuming, and could delay or prevent the production, manufacturing or sale of our products. In addition, if we fail to comply with applicable regulatory requirements, it could result in fines, delays or suspensions of regulatory clearances, closure of manufacturing sites, seizures or recalls of products and damage to our reputation. Recent changes in enforcement practice by the FDA and other agencies have resulted in increased

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enforcement activity, which increases the compliance risk for the Company and other companies in our industry. In addition, governmental agencies may impose new requirements regarding registration, labeling or prohibited materials that may require us to modify or re-register products already on the market or otherwise impact our ability to market our products in those countries. Once clearance or approval has been obtained for a product, there is an obligation to ensure that all applicable FDA, and other regulatory requirements continue to be met.

Additionally, injuries caused by the malfunction or misuse of cardiac devices, even where such malfunction or misuse occurs with respect to one of our competitor’s products, could cause regulatory agencies to implement more conservative regulations on the medical cardiac monitoring industry, which could significantly increase our operating costs.

If we or our suppliers fail to comply with the FDA’s good manufacturing practice regulations and similar international regulations, this could impair our ability to market our products in a cost-effective and timely manner.

We and our third-party suppliers are required to comply with the FDA’s QSR, which covers the methods and documentation of the design, testing, production, control, quality assurance, labeling, packaging, sterilization, storage and shipping of our products.

The FDA audits compliance with the QSR requirements through periodic announced and unannounced inspections of manufacturing and other facilities. The FDA may conduct inspections or audits at any time. If we or our suppliers have significant non-compliance issues or if any corrective action plan that we or our suppliers propose in response to observed deficiencies is not sufficient, the FDA could take enforcement action, including any of the following sanctions:

Any of these sanctions could have a material adverse effect on our reputation, business, results of operations and financial condition.

Depending on the reason for the correction or removal and the potential severity of the impact to patient safety or the effectiveness of the device, the FDA may require differing degrees of communication to alert those who may be in possession of an impacted device. We would generally be subject to similar requirements in jurisdictions outside the United States where our products are used. Furthermore, even if we adhere to regulatory standards and expectations in our corrective actions, the public nature of such actions can result in broader negative publicity and perceptions, which could harm our reputation. If we assess a potential quality issue or complaint or product enhancement as not requiring either field action or notification, respectively, regulators may review documentation of that decision during a subsequent audit. If regulators disagree with our decision, or take issue with either our investigation process or the resulting documentation or course of action, we may be subject to a range of potential regulatory enforcement actions or required to take corrective actions, which depending on their nature and scope could harm our business.

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Outside the United States, our products and operations are also often required to comply with standards set by industrial standards bodies. Foreign regulatory bodies may evaluate our products or the testing that our products undergo against these standards. The specific standards, types of evaluation and scope of review differ among foreign regulatory bodies. We intend to comply with the standards enforced by such foreign regulatory bodies as needed to commercialize our products. If we fail to adequately comply with any of these standards, a foreign regulatory body may take adverse actions similar to those within the power of the FDA. Any such action may harm our reputation and business, and could have an adverse effect on our business, results of operations and financial condition.

We are subject to federal, state and foreign anti-bribery, anti-corruption, anti-kickback and false claims laws, globally and could face substantial penalties if we fail to comply with such regulations and laws

The United States and foreign government regulators have increased the enforcement of the Foreign Corrupt Practices Act (FCPA) and other anti-bribery and anti-kickback laws. These laws and regulations are broad in scope and are subject to evolving interpretation and we could be required to incur substantial costs to investigate, audit and monitor compliance or to alter our practices. Violations of these laws could result in litigation and we may be subject to criminal or civil penalties and sanctions, including substantial fines, imprisonment of current or former employees and exclusion from participation in governmental healthcare programs.

While we have policies and procedures to address compliance with such laws, our employees and agents may take actions in violation of our policies and applicable law, for which we may be ultimately held responsible. As we increase our international sales and business, our risks under these laws may increase.

Investigating and resolving actual or alleged violations of anti-corruption laws can require a significant diversion of time, resources and attention from senior management. In addition, noncompliance with anti-corruption, anti-bribery or anti-money laundering laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, enforcement actions, fines, damages, other civil or criminal penalties or injunctions, suspension or debarment from contracting with certain persons, reputational harm, adverse media coverage, and other collateral consequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal proceeding, our business, financial condition and results of operations could be harmed. In addition, responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees.

Changes to the U.S. healthcare environment may not be favorable to us.

Over a number of years, the U.S. healthcare industry has undergone significant changes designed to, among other things, increase access to medical care, improve safety and patient outcomes, contain costs and increase efficiencies. These changes may result in reduced Medicare and Medicaid reimbursement levels, efforts by healthcare insurance companies to limit or reduce payments to pharmacies and providers, the basis for payments beginning to transition from a fee-for-service model to value-based payments and risk-sharing models, and the industry shifting away from traditional healthcare venues like hospitals and into clinics, physician offices and patients’ homes. Implementation of legislative or regulatory reforms to reimbursement systems, or adverse decisions relating to our products by administrators of these systems in coverage or reimbursement, could significantly reduce reimbursement or result in the denial of coverage, which could have an impact on the acceptance of and demand for the Guardian and the prices that customers are willing to pay for them.

We expect the U.S. healthcare industry to continue to change significantly in the future. Possible changes include further reduction of or limitations on governmental funding at the state or federal level, efforts by healthcare insurance companies to further limit payments for products and services or changes in legislation or regulations governing prescription pharmaceutical pricing, healthcare services or mandated benefits. These and other possible changes, and the uncertainty surrounding these possible changes, may adversely affect us.

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We cannot predict what healthcare programs and regulations will ultimately be implemented at the federal or state level or the effect of any future legislation or regulation in the United States may negatively affect our business, financial condition and results of operations. The continuing efforts of the government, insurance companies, managed care organizations and other payors of healthcare services to contain or reduce costs of healthcare may harm:

Changes in healthcare policy could increase our costs and subject us to additional regulatory requirements that may interrupt commercialization of our current and future products. In addition, changes in healthcare policy could increase our costs, decrease our revenue and impact sales of and reimbursement for our current and future products.

Risks Related to BIOS and the Business Combination

BIOS’ Chief Executive Officer, Chief Financial Officer and member of the Board of Directors has interests in, and will benefit from, the Business Combination which may be different from or in addition to (and which may conflict with) the interests of the BIOS stockholders.

As disclosed in our Form S-1 originally filed with the SEC on July 20, 2021, as amended, we are not prohibited from pursuing an initial business combination with a company that is affiliated with one or more of our officers or directors. Avertix Medical is affiliated with Mr. Ross Haghighat, our Chief Executive Officer, Chief Financial Officer and member of the Board of Directors, who is also the Executive Chairman of the board of directors of Avertix Medical, and owns, directly and indirectly approximately 2.8% of all issued and outstanding Avertix Medical Common Stock (on a fully-diluted and as-converted to common stock basis), including Mr. Haghighat is also one of three (3) managing members which controls the Sponsor. Due to his position as an equityholder and Executive Chairman of the board of directors of Avertix Medical, as well as his position as an officer and director of BIOS and a member of the Sponsor, as part of the process agreed to by all BIOS directors, Mr. Haghighat recused himself from the Board discussions and vote to approve a business combination with Avertix Medical. Although Mr. Haghighat was never present at, and did not participate in, any BIOS Board meetings where merger negotiations, deliberations or valuations regarding Avertix Medical took place, you should be aware that Mr. Haghighat has interests in BIOS and Avertix Medical that may conflict with, or result in additional benefits conferred upon Mr. Haghighat that are different from your interests as a BIOS stockholder. In addition, Mr. Haghighat and the other BIOS Board members who will recommend the initial business combination have previous relationships that may mean they have influence over each other’s decision to support the initial business combination.

If the Business Combination is not consummated, the Founders Shares, Placement Shares and Placement Warrants owned by the Sponsor will expire worthless. If the Business Combination is completed, Mr. Haghighat will be appointed to serve as a member of the New Avertix Medical Board and expects to receive compensation for services in an amount to be determined by the New Avertix Medical Board following the consummation of the Business Combination.

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If BIOS does not consummate an initial business combination by June 7, 2023 (unless extended up to December 7, 2023 as a result of the adoption of the Extension Amendment Proposal), its Public Shareholders may be forced to wait until thereafter before redemption from the Trust Account.

BIOS’ amended and restated memorandum and articles of association provides that it has until June 7, 2023, to consummate an initial business combination. If BIOS has not consummated an initial business combination by June 7, 2023 (unless extended by BIOS’ shareholders as set forth herein), it will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and BIOS’ board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to BIOS’ warrants, which will expire worthless if BIOS fails to consummate an initial business combination by June 7, 2023 (unless extended up to December 7, 2023 as a result of the adoption of the Extension Amendment Proposal). BIOS’ amended and restated memorandum and articles of association provides that, if a resolution of BIOS’ shareholders is passed pursuant to the Cayman Islands Companies Act to commence the voluntary liquidation of BIOS, it will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. On April 27, 2023, BIOS filed a preliminary proxy statement with the SEC in connection with an extraordinary general meeting of BIOS’ shareholders to, among other things, consider and vote upon a proposal to amend the amended and restated memorandum and articles of association to extend the date by which BIOS must complete its initial business combination from June 7, 2023 to December 7, 2023 (or such earlier date as determined by the Directors).

As a result, investors may be forced to wait beyond December 7, 2023 before the redemption proceeds of the Trust Account become available to them, and they receive the return of their pro rata portion of the proceeds from the Trust Account. BIOS has no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, BIOS consummates its initial business combination or amends certain provisions of the amended and restated memorandum and articles of association, and only then in cases where investors have sought to redeem their Public Shares. Only upon BIOS’ redemption or any liquidation will Public Shareholders be entitled to distributions if BIOS does not complete its initial business combination and does not amend the amended and restated memorandum and articles of association.

The SEC has recently issued proposed rules relating to certain activities of special purpose acquisition companies. Certain of the procedures that BIOS, a potential business combination target or others may determine to undertake in connection with such proposals may increase BIOS’ costs and the time needed to complete its initial business combination and may constrain the circumstances under which BIOS could complete an initial business combination. The need for compliance with the SPAC Rule Proposals may cause BIOS to liquidate the funds in the Trust Account or liquidate BIOS at an earlier time than BIOS might otherwise choose.