As filed with the U.S. Securities and Exchange Commission on December 2, 2025.
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Kestra Medical Technologies, Ltd.
(Exact name of registrant as specified in its charter)
| Bermuda | 3841 | Not Applicable | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
3933 Lake Washington Blvd NE, Suite 200
Kirkland, Washington 98033
(425) 279-8002
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Brian Webster
Chief Executive Officer
3933 Lake Washington Blvd NE, Suite 200
Kirkland, Washington 98033
(425) 279-8002
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Sophia Hudson, P.C. Christie W.S. Mok Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 |
Traci S. Umberger General Counsel and Chief Administrative Officer 3933 Lake Washington Blvd NE, Suite 200 Kirkland, Washington 98033 Telephone: (425) 279-8002 |
Ilir Mujalovic Allen Overy Shearman Sterling US LLP 599 Lexington Avenue New York, New York 10022 Telephone: (212) 848-4000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (333-291854)
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), for the sole purpose of increasing the aggregate number of common shares offered and registered by Kestra Medical Technologies, Ltd. (the “Registrant”) under the Prior Registration Statement (as defined below) by 575,000 common shares of par value of US$1.00 each, 75,000 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional common shares of the Registrant. The contents of the Registration Statement on Form S-1 (File No. 333-291854), filed by the Registrant on December 1, 2025 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, including all amendments and exhibits thereto (the “Prior Registration Statement”), which was declared effective by the Commission on December 2, 2025, are incorporated by reference into this Registration Statement.
The additional common shares that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in Exhibit 107 of the Prior Registration Statement.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith or incorporated by reference herein.
EXHIBIT INDEX
| * | Previously included on the signature page to the Prior Registration Statement, originally filed with the Securities and Exchange Commission on December 1, 2025 and incorporated by reference herein. |
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Kirkland, Washington, on the 2nd day of December, 2025.
| KESTRA MEDICAL TECHNOLOGIES, LTD. | ||
| By: | /s/ Brian Webster | |
| Name: | Brian Webster | |
| Title: | President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| SIGNATURE |
TITLE | |
| /s/ Brian Webster Brian Webster |
President, Chief Executive Officer and Director (Principal Executive Officer) | |
| /s/ Vaseem Mahboob Vaseem Mahboob |
Chief Financial Officer (Principal Financial and Accounting Officer) | |
| * Traci S. Umberger |
General Counsel, Chief Administrative Officer and Director | |
| * Jeffrey Schwartz |
Director, Chairman of the Board of Directors | |
| * Raymond W. Cohen |
Director | |
| * Mary Kay Ladone |
Director | |
| * Kevin Reilly |
Director | |
| * Conor Hanley |
Director | |
| * Elizabeth Kwo |
Director | |
| *By: | /s/ Brian Webster | |
| Name: | Brian Webster | |
| Title: | Attorney-in-Fact |
Exhibit 5.1
| 2 December 2025 | Our Ref: RN/MS/dss/W3229-A05127 | |
| Kestra Medical Technologies, Ltd. Cumberland House, 7th Floor 1 Victoria Street Hamilton, HM11 Bermuda |
||
Dear Addressee
KESTRA MEDICAL TECHNOLOGIES, LTD (THE “COMPANY”)
We have been asked to provide this legal opinion to you with regard to the laws of Bermuda in connection with the preparation and filing on behalf of the Company of an Abbreviated Registration Statement (as defined in Schedule 1), initially filed by the Company on or about 2 December 2025 with the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 (the “Securities Act”), as amended. The Abbreviated Registration Statement relates to the proposed offering of 575,000 additional common shares of par value of US$1.00 each in the capital of the Company (the “Additional Offered Shares”), of which 75,000 common shares are subject to purchase upon exercise of the underwriters’ option to purchase additional shares, under the Underwriting Agreement (as defined in Schedule 1), all to be offered for sale or issue at the price and on the terms as determined in the original Registration Statement (as defined in Schedule 1) (the “Amended Offering”).
For the purposes of giving this opinion, we have examined and relied upon the originals, copies or translations of the documents listed in Schedule 1 (the “Documents”).
In giving this opinion we have relied upon the assumptions set out in Schedule 2, which we have not independently verified.
We are Bermuda Barristers and Attorneys and express no opinion as to any laws other than the laws of Bermuda in force and as interpreted at the date of this opinion. We have not, for the purposes of this opinion, made any investigation of the laws, rules or regulations of any other jurisdiction.
Based upon the foregoing examinations and assumptions and having regard to legal considerations which we consider relevant, and subject to the qualifications set out in Schedule 3, and under the laws of Bermuda, we are of the opinion that the Additional Offered Shares have been duly authorised and the Additional Offered Shares will be validly issued, fully paid and non-assessable upon payment for and delivery of the Additional Offered Shares as contemplated by the Abbreviated Registration Statement and the Underwriting Agreement (as defined in Schedule 1). Based upon the foregoing examinations and assumptions and having regard to legal considerations which we consider relevant, and subject to the qualifications set out in Schedule 3, and under the laws of Bermuda, we are of the opinion that the Additional Offered Shares have been duly authorised and the Additional Offered Shares will be validly issued, fully paid and non-assessable upon payment for and delivery of the Additional Offered Shares as contemplated by the Abbreviated Registration Statement and the Underwriting Agreement (as defined in Schedule 1).
Walkers (Bermuda) Limited
Park Place, 55 Par La Ville Road, Hamilton HM11, Bermuda
T +1 441 242 1500 www.walkersglobal.com
Bermuda | British Virgin Islands | Cayman Islands | Dubai | Guernsey | Hong Kong | Ireland | Jersey | London | Singapore
The title of “partner’ is used to refer to a consultant or employee of Walkers (Bermuda) Limited with equivalent standing and qualifications.
| WALKERS | Page 2 |
This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein. This opinion is given solely for your benefit and the benefit of your legal advisers acting in that capacity in relation to this Offering and may not be relied upon by any other person without our prior written consent.
We understand that the Company wishes to file this opinion as an exhibit to the Abbreviated Registration Statement as Exhibit 5.1 and to reference this firm under the caption “Legal Matters” in the original Registration Statement, and we hereby consent thereto.
This opinion shall be construed in accordance with the laws of Bermuda.
Yours faithfully
/s/ Walkers (Bermuda) Limited
WALKERS (BERMUDA) LIMITED
| WALKERS | Page 3 |
SCHEDULE 1
LIST OF DOCUMENTS EXAMINED
| 1. | The Certificate of Incorporation dated 20 May 2021, the Memorandum of Association as registered on 20 May 2021 (the “Memorandum of Association”), the Amended and Restated Bye-laws (the “Bye-laws”) of the Company as adopted on 7 March 2025, Register of Members, Register of Directors and Officers and the Certificate of Deposit of Memorandum of Increase of Share Capital in each case of the Company, copies of which have been provided to us (together the “Company Records”). |
| 2. | A copy of the minutes of a meeting held by the board of directors of the Company on 18 November 2025 (the “Minutes”) and the resolutions of the pricing committee of the board of directors dated 2 December 2025 (together, the “Resolutions”). |
| 3. | Copies of the following documents: |
| (a) | The Registration Statement on Form S-1 (Registration No. 333-291854) originally filed on 1 December 2025 by the Company with the SEC registering the offered shares under the Exchange Act (as filed, the “Registration Statement”). |
| (b) | The Registration Statement on Form S-1 filed on 2 December 2025 by the Company with the SEC pursuant to Rule 462(b) of the Securities Act registering the Additional Offered Shares under the Exchange Act (as fined, the “Abbreviated Registration Statement”). |
| (c) | The draft form of the Underwriting Agreement to be entered into between the Company and BofA Securities, Inc., Piper Sandler & Co., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives on behalf of the several underwriters listed therein (the “Underwriting Agreement”). |
| WALKERS | Page 4 |
SCHEDULE 2
ASSUMPTIONS
| 1. | There are no provisions of the laws of any jurisdiction outside Bermuda which would be contravened by the execution or delivery of the Documents or in any contracts or instruments, including but not limited to indentures and instruments, prepared in relation to the offer and creation of any of the Shares, as contemplated by the Registration Statement and, insofar as any obligation expressed to be incurred under the Registration Statement is to be performed in or is otherwise subject to the laws of any jurisdiction outside Bermuda, its performance will not be illegal by virtue of the laws of that jurisdiction. |
| 2. | The originals of all documents examined in connection with this opinion are authentic. The signatures, initials and seals on the Documents are genuine and are those of a person or persons given power to execute the Documents under the Resolutions or any power of attorney given by the Company to execute the Documents. All documents purporting to be sealed have been so sealed. All copies are complete and conform to their originals. Any translations are a true translation of the original document they purport to translate. The Documents conform in every material respect to the latest drafts of the same produced to us. |
| 3. | The Memorandum of Association and Bye-laws reviewed by us are the memorandum of association and amended and restated bye-laws of the Company and are in force at the date hereof. |
| 4. | The Company Records are complete and accurate and all matters required by law and the Memorandum of Association and Bye-laws to be recorded therein are so recorded. |
| 5. | The Resolutions have been duly executed by or on behalf of each director of the Company and the signatures and initials thereon are those of a person or persons in whose name the Resolutions have been expressed to be signed. |
| WALKERS | Page 5 |
SCHEDULE 3
QUALIFICATIONS
| 1. | We express no opinion upon any provisions in the Documents which contain a reference to any law or statute that is not a Bermudian law or statute. |
| 2. | Except as explicitly stated in this opinion, we express no opinion in relation to any representation or warranty contained in the Documents nor upon matters of fact or the commercial terms of the transactions contemplated by the Documents. |
| 3. | “Non-assessability” is not a legal concept under Bermuda law. Reference in this opinion to shares being “non-assessable” shall mean, in relation to fully-paid shares of the Company and subject to any contrary provision in any agreement in writing between the Company and the holder of shares, that no member shall be: |
| (a) | obliged to contribute further amounts to the capital of the Company, either in order to complete payment for their shares, to satisfy claims of creditors of the Company, or otherwise; and |
| (b) | bound by an alteration of the Memorandum of Association or Bye-laws of the Company after the date on which they became a member, if and so far as the alteration requires them to take, or subscribe for additional shares, or in any way increases their liability to contribute to the share capital of, or otherwise to pay money to, the Company. |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated July 17, 2025 relating to the financial statements, which appears in Kestra Medical Technologies, Ltd.’s Annual Report on Form 10-K for the year ended April 30, 2025, and is incorporated by reference in the Registration Statement on Form S-1 (No. 333-291854). We also consent to the reference to us under the heading “Experts” in the Registration Statement on Form S-1 (No. 333-291854) incorporated by reference in this Registration Statement.
/s/ PricewaterhouseCoopers LLP
Irvine, California
December 2, 2025
1
| Calculation of Filing Fee Tables | |||
| | |||
| | |||
| Table 1: Newly Registered and Carry Forward Securities |
|---|
| Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial Effective Date |
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Newly Registered Securities | |||||||||||||
| |
1 | |
|
|
|
$ |
$ |
|
$ |
||||
| Fees Previously Paid | |||||||||||||
| Carry Forward Securities | |||||||||||||
| Carry Forward Securities | |||||||||||||
| Total Offering Amounts: |
$ |
$ |
|||||||||||
| Total Fees Previously Paid: |
$ |
||||||||||||
| Total Fee Offsets: |
$ |
||||||||||||
| Net Fee Due: |
$ |
||||||||||||
| Offering Note |
| 1 |
| ||||||
| | |||||||
| Table 2: Fee Offset Claims and Sources |
|---|
| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rules 457(b) and 0-11(a)(2) | |||||||||||||
| Fee Offset Claims | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
| Fee Offset Sources | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
| Rule 457(p) | |||||||||||||
| Fee Offset Claims | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
| Fee Offset Sources | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
| Table 3: Combined Prospectuses |
|---|
| Security Type |
Security Class Title |
Amount of Securities Previously Registered |
Maximum Aggregate Offering Price of Securities Previously Registered |
Form Type |
File Number |
Initial Effective Date | |
|---|---|---|---|---|---|---|---|
| N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |