prospectus-supplement-overallotment.docx

1010-00002 · Client 1010 · Registration Statement & Prospectus

prospectus-supplement-overallotment.docx DOCUMENT Capital Markets

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Filed Pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended Registration Statement No. 333-276841 SEC CIK Number: 0001987432

PROSPECTUS SUPPLEMENT

(To Prospectus dated February 9, 2024)

ARBOR HEALTH TECHNOLOGIES INC.

3,000,000 Shares of Common Stock Par Value $0.001 Per Share

New York Stock Exchange Ticker Symbol: ARHT CUSIP: 039217105

This prospectus supplement (this "Prospectus Supplement") supplements and should be read in conjunction with the prospectus dated February 9, 2024 (the "Prospectus"), forming part of the Registration Statement on Form S-1 (File No. 333-276841) of Arbor Health Technologies Inc., a Delaware corporation (the "Company," "Arbor Health," "we," "us," or "our"), as filed with the Securities and Exchange Commission (the "SEC"). This Prospectus Supplement is being filed to reflect the exercise in full of the overallotment option (the "Option") granted to the underwriters named herein (the "Underwriters") pursuant to the Underwriting Agreement dated February 8, 2024 (the "Underwriting Agreement"), by and among the Company and Whitfield Barrow & Co., LLC, as representative (the "Representative") of the several Underwriters.

The Underwriters, acting through the Representative, exercised the Option on February 27, 2024, to purchase an additional 3,000,000 shares of our common stock, par value $0.001 per share (the "Overallotment Shares"), at the initial public offering price of $20.00 per share, less the underwriting discount of $1.20 per share. Settlement of the Overallotment Shares occurred on March 1, 2024, through The Depository Trust Company in accordance with the customary settlement procedures for equity securities.

This Prospectus Supplement is not complete without, and may not be delivered or utilized except in conjunction with, the accompanying Prospectus dated February 9, 2024, including any amendments or supplements thereto. All capitalized terms used but not defined herein have the meanings ascribed to such terms in the Prospectus.

Investing in our common stock involves a high degree of risk. Before purchasing shares of our common stock, you should carefully read and consider the risk factors described in the section entitled "Risk Factors" beginning on page 21 of the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus Supplement or the accompanying Prospectus. Any representation to the contrary is a criminal offense.

THE OFFERING — OVERALLOTMENT EXERCISE

Summary of the Option Exercise

The following is a summary of the material terms of the exercise of the Option by the Underwriters. This summary should be read in conjunction with the description of the Underwriting Agreement set forth in the section entitled "Underwriting" in the Prospectus dated February 9, 2024.

Pursuant to Section 2(b) of the Underwriting Agreement dated February 8, 2024, between the Company and the several Underwriters, the Company granted the Underwriters an option, exercisable for a period of 30 days from the date of the Prospectus, to purchase up to an additional 3,000,000 shares of common stock (representing 15% of the 20,000,000 shares sold in the base offering) solely to cover overallotments, if any. On February 27, 2024, the Representative, on behalf of the several Underwriters, delivered written notice to the Company of the exercise in full of the Option to purchase all 3,000,000 Overallotment Shares.

The key terms of the Option exercise are set forth below:

Underwriting Agreement Date: February 8, 2024

Option Granted: Up to 3,000,000 additional shares (15% of the 20,000,000 base offering shares), to cover overallotments

Option Exercise Date: February 27, 2024

Option Exercised: In full — 3,000,000 shares

Settlement Date: March 1, 2024

Public Offering Price Per Share: $20.00

Underwriting discount Per Share: $1.20 (representing 6.0% of the public offering price)

Price to the Company Per Share (Net of Underwriting discount): $18.80

The Overallotment Shares are identical in all respects to the shares of common stock sold in the base offering on February 13, 2024, including with respect to voting rights, dividend entitlements, and liquidation preferences. The Overallotment Shares have been registered pursuant to the Registration Statement on Form S-1 (File No. 333-276841), of which the Prospectus forms a part, and have been approved for listing on the New York Stock Exchange.

Underwriter Allocations — Overallotment Shares

The following table sets forth the number of Overallotment Shares purchased by each Underwriter in connection with the exercise of the Option. The allocation of Overallotment Shares among the Underwriters is pro rata and consistent with their respective participation percentages in the base offering, as set forth in the Underwriting Agreement.

Each Underwriter's obligation to purchase its allocated portion of the Overallotment Shares was several and not joint. Delivery of the Overallotment Shares was made against payment of the aggregate purchase price by wire transfer of immediately available funds to the Company's designated account on March 1, 2024.

PROCEEDS

Gross and Net Proceeds from Overallotment Exercise

The following table sets forth the per share and aggregate gross proceeds, underwriting discount, and net proceeds to the Company from the sale of the 3,000,000 Overallotment Shares, before deduction of estimated offering expenses payable by the Company:

The aggregate gross proceeds from the sale of the Overallotment Shares were $60,000,000, calculated as 3,000,000 shares multiplied by the public offering price of $20.00 per share. After deducting the aggregate underwriting discount of $3,600,000 (calculated as 3,000,000 shares multiplied by the underwriting discount of $1.20 per share), the Company received aggregate net proceeds from the Overallotment Shares of $56,400,000 before deduction of offering expenses.

Updated Aggregate Offering Proceeds

The following table summarizes the aggregate offering data for the combined base offering and overallotment exercise:

Total estimated offering expenses (excluding the underwriting discount) are approximately $4,200,000, consisting of SEC registration fees, Financial Industry Regulatory Authority ("FINRA") filing fees, NYSE listing fees, printing and engraving expenses, legal fees and expenses, accounting fees and expenses, transfer agent fees, and miscellaneous expenses. Accordingly, the aggregate net proceeds to the Company from the combined base offering and overallotment exercise, after deducting both the underwriting discount and estimated offering expenses, are approximately $428,200,000.

Use of Proceeds

The Company intends to use the additional net proceeds from the exercise of the Option in a manner consistent with the intended uses described in the section entitled "Use of Proceeds" in the Prospectus dated February 9, 2024. As described therein, the Company intends to use the net proceeds from the offering for the following purposes:

(i) Repayment of Indebtedness. Approximately $65,000,000 to repay the outstanding balance on the Company's revolving credit facility with Keypoint National Bank, N.A. The revolving credit facility bears interest at the Secured Overnight Financing Rate ("SOFR") plus 200 basis points and has a maturity date of March 15, 2027. Borrowings under this facility were used for general corporate purposes and to fund the Company's operations and research and development activities.

(ii) Product Development and Research & Development Investment. Approximately $120,000,000 to fund the continued development of the Company's clinical decision support platform, including the advancement of the Company's AI-driven diagnostic modules through clinical trials and regulatory clearance, the expansion of the Company's data analytics capabilities, and the hiring of additional research and development personnel.

(iii) Potential Acquisitions and Strategic Investments. Approximately $100,000,000 to fund potential acquisitions of, or strategic investments in, complementary businesses, technologies, or assets. While the Company regularly evaluates potential acquisition and investment opportunities, the Company has no current agreements, commitments, or understandings with respect to any material acquisition or strategic investment as of the date of this Prospectus Supplement.

(iv) General Corporate Purposes and Working Capital. The balance of the net proceeds will be used for general corporate purposes and working capital, including funding the Company's day-to-day operations, capital expenditures, and other general and administrative expenses.

The additional net proceeds from the overallotment exercise of approximately $56,400,000 (before expenses) will be applied primarily to general corporate purposes and working capital. The Company may also use a portion of such additional proceeds to fund the uses described in clauses (i) through (iii) above. Pending the application of the net proceeds as described above, the Company intends to invest the net proceeds in short-term, investment-grade, interest-bearing instruments, including U.S. government securities, money market accounts, and certificates of deposit.

The foregoing discussion represents the Company's current intentions based on its present plans and business conditions. The Company's management will retain broad discretion over the allocation and use of the net proceeds from this offering. The amounts and timing of the Company's actual expenditures will depend on numerous factors, including the progress of the Company's research and development efforts, the status of regulatory proceedings, competitive developments, and general market conditions.

UPDATED CAPITALIZATION

Post-Offering Capitalization Table (As Adjusted for Overallotment)

The following table sets forth the capitalization of the Company as of February 13, 2024 (the closing date of the base offering), as further adjusted to give effect to the issuance and sale of the 3,000,000 Overallotment Shares on March 1, 2024, and the receipt of the net proceeds therefrom, as described in this Prospectus Supplement. This table should be read in conjunction with the sections entitled "Capitalization" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Prospectus dated February 9, 2024, as well as the audited financial statements and the notes thereto included elsewhere in the Prospectus.

(1) Additional paid-in capital reflects the receipt of aggregate net proceeds from the base offering and overallotment exercise of approximately $432,400,000, before deduction of estimated offering expenses of approximately $4,200,000, as well as all previously recorded equity transactions.

The 103,000,000 shares of common stock outstanding following the offering are comprised of the following:

• Pre-IPO shares outstanding: 80,000,000 shares

• Base offering shares (issued February 13, 2024): 20,000,000 shares

• Overallotment shares (issued March 1, 2024): 3,000,000 shares

• Total shares outstanding: 103,000,000 shares

Based on the initial public offering price of $20.00 per share and 103,000,000 shares of common stock outstanding following the offering (including the Overallotment Shares), the implied post-IPO market capitalization of the Company is approximately $2,060,000,000.

The number of shares of common stock outstanding set forth above excludes:

• 10,300,000 shares of common stock reserved for issuance under the 2024 Equity Incentive Plan;

• 2,060,000 shares of common stock reserved for issuance under the 2024 Employee Stock Purchase Plan;

• 11,200,000 shares of common stock issuable upon the exercise of outstanding stock options under the 2014 Stock Incentive Plan, at a weighted average exercise price of $3.25 per share (of which 8,400,000 were vested as of the date of this Prospectus Supplement); and

• 800,000 shares of common stock remaining available for grant under the 2014 Stock Incentive Plan.

UPDATED DILUTION INFORMATION

The information set forth below supplements and updates the section entitled "Dilution" in the Prospectus dated February 9, 2024, to reflect the exercise in full of the Overallotment Option and the issuance of the 3,000,000 Overallotment Shares.

As a result of the issuance of an additional 3,000,000 shares and the receipt of approximately $56,400,000 in additional net proceeds (before expenses), the Company's net tangible book value per share has been adjusted upward from the amount disclosed in the Prospectus. The net tangible book value per share is now calculated based on total net tangible assets divided by 103,000,000 shares of common stock outstanding following the offering, as compared to 100,000,000 shares used for purposes of the dilution analysis in the Prospectus. Investors who purchased shares in the offering (including the Overallotment Shares) at the initial public offering price of $20.00 per share will experience dilution to the extent the adjusted net tangible book value per share immediately following the offering is less than $20.00 per share. The additional issuance of the 3,000,000 Overallotment Shares at the same price and upon the same terms as the base offering shares results in a reduction of the aggregate dilution per share experienced by new investors as compared to the dilution per share set forth in the Prospectus, as the total number of shares sold in the offering has increased while the net tangible book value per share has increased as a result of the receipt of additional net proceeds. For a more detailed discussion of dilution, including the assumptions and methodologies used in computing net tangible book value, please refer to the section entitled "Dilution" in the Prospectus dated February 9, 2024.

UPDATED BENEFICIAL OWNERSHIP TABLE

Principal Stockholders — Post-Overallotment

The following table sets forth information regarding the beneficial ownership of the Company's common stock as of March 1, 2024, immediately following the completion of the overallotment exercise, by (i) each person or entity known by the Company to beneficially own more than 5% of the outstanding shares of common stock, (ii) each of the Company's directors and named executive officers, and (iii) all directors and executive officers of the Company as a group. Unless otherwise indicated, each holder has sole voting and investment power with respect to the shares set forth below.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or other convertible securities that are currently exercisable or exercisable within 60 days of March 1, 2024, are deemed to be outstanding for the purpose of computing the percentage ownership of the person holding such options or securities, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

Percentage of outstanding shares is based on 103,000,000 shares of common stock outstanding as of March 1, 2024, immediately following the closing of the overallotment exercise.

(1) Brindoval Trelvon Partners Fund IV, L.P. is a Delaware limited partnership. The general partner of Brindoval Trelvon Partners Fund IV, L.P. is Brindoval Summit GP IV, LLC. Investment and voting decisions with respect to securities held by Brindoval Trelvon Partners Fund IV, L.P. are made by an investment committee of Brindoval Summit GP IV, LLC. The address of Brindoval Trelvon Partners Fund IV, L.P. is 599 Lexington Avenue, 43rd Floor, New York, NY 10022.

(2) Ridgeline Growth Equity Fund III, LLC is a Delaware limited liability company. The managing member of Ridgeline Growth Equity Fund III, LLC is Ridgeline Capital Management, LLC. The address of Ridgeline Growth Equity Fund III, LLC is 2000 Sand Hill Road, Suite 100, Menlo Park, CA 94025.

(3) Includes 10,400,000 shares held directly by Dr. Rourke and 2,400,000 shares held by the Rourke Family Trust, of which Dr. Rourke is the trustee and a beneficiary.

(4) Includes 8,000,000 shares held directly by Ms. Tsujimoto and 1,600,000 shares subject to stock options that are exercisable within 60 days of March 1, 2024.

(5) Includes 2,000,000 shares held directly by Mr. Halderman and 400,000 shares subject to stock options that are exercisable within 60 days of March 1, 2024.

(6) Includes 1,200,000 shares held directly by Dr. Subramanian and 400,000 shares subject to stock options that are exercisable within 60 days of March 1, 2024.

(7) Includes 1,000,000 shares held directly by Ms. Moynihan and 200,000 shares subject to stock options that are exercisable within 60 days of March 1, 2024.

(8) Represents shares held by other pre-IPO investors, including current and former employees and consultants, none of whom individually beneficially own more than 1% of the outstanding shares.

(9) Represents shares of common stock sold to public investors in the initial public offering (20,000,000 shares) and the overallotment exercise (3,000,000 shares).

No selling stockholders participated in the offering. All 23,000,000 shares sold in the offering (including the base offering and the Overallotment Shares) were primary issuances by the Company, and no existing stockholders sold any shares in the offering. The pre-IPO investors, including Brindoval Trelvon Partners Fund IV, L.P. and Ridgeline Growth Equity Fund III, LLC, did not sell any shares and remain subject to the lock-up agreements described below.

LOCK-UP

The following supplements and updates the information regarding lock-up agreements set forth in the section entitled "Shares Eligible for Future Sale — Lock-Up Agreements" in the Prospectus dated February 9, 2024.

All lock-up agreements entered into in connection with the initial public offering remain in full force and effect. The lock-up period is 180 days from February 8, 2024 (the date of the final prospectus), and accordingly expires on August 6, 2024. The lock-up agreements were executed in favor of Whitfield Barrow & Co., LLC, as Representative of the several Underwriters.

The lock-up agreements were executed by all of the Company's directors, officers, holders of 1% or more of the Company's pre-IPO shares, and certain other stockholders, representing approximately 45 individuals and entities in the aggregate. Approximately 80,000,000 pre-IPO shares, representing 100% of the shares of common stock outstanding prior to the initial public offering, are subject to the lock-up agreements.

Under the terms of the lock-up agreements, the foregoing individuals and entities have agreed that, during the lock-up period, they will not, without the prior written consent of the Representative, directly or indirectly:

• offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock;

• enter into any swap, hedge, or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock; or

• make any demand for, or exercise any right with respect to, the registration of any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock,

whether any such transaction described above is to be settled by delivery of common stock or other securities, in cash, or otherwise.

The lock-up agreements provide for the following exceptions to the restrictions described above:

(i) transfers for bona fide estate planning purposes, including transfers to any trust for the direct or indirect benefit of the locked-up party or the immediate family of such person, provided that each donee or transferee executes and delivers to the Representative a lock-up agreement containing terms substantially identical to the lock-up agreement executed by the transferring party;

(ii) dispositions pursuant to a pre-existing Rule 10b5-1 trading plan that was disclosed in the Registration Statement on Form S-1 and that was entered into prior to the date of the Underwriting Agreement, provided that any filing required under Section 16 of the Securities Exchange Act of 1934 made in connection with such disposition shall include a statement that the disposition was made pursuant to a pre-existing Rule 10b5-1 trading plan;

(iii) transactions relating to shares of common stock acquired in open market transactions after the completion of the initial public offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934 is required or voluntarily made in connection with such transactions during the lock-up period; and

(iv) the transfer of up to 10% of the locked-up party's shares to the Company (or the withholding by the Company of such shares) solely to satisfy tax withholding obligations arising in connection with the vesting of restricted stock units during the lock-up period.

The 3,000,000 Overallotment Shares are not subject to the lock-up agreements, as such shares are newly issued primary shares sold directly to the public through the Underwriters. Investors who purchased shares of common stock in the initial public offering or in the overallotment exercise are not subject to any lock-up restrictions.

The Representative may, in its sole discretion and at any time without notice, release all or any portion of the shares subject to the lock-up agreements prior to the expiration of the lock-up period. As of the date of this Prospectus Supplement, the Representative has not released any locked-up shares.

EQUITY INCENTIVE PLANS — UPDATED SHARE RESERVES

The following supplements and updates the information regarding the Company's equity incentive plans set forth in the section entitled "Executive and Director Compensation" in the Prospectus dated February 9, 2024, to reflect the increase in shares outstanding resulting from the overallotment exercise.

2024 Equity Incentive Plan. The Company's 2024 Equity Incentive Plan (the "2024 Plan") was adopted by the Board of Directors on January 15, 2024, and became effective upon the closing of the initial public offering on February 13, 2024. The 2024 Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, performance awards, and other stock-based awards. The number of shares of common stock initially reserved for issuance under the 2024 Plan is 10,300,000 shares, which represents 10% of the 103,000,000 shares of common stock outstanding following the initial public offering (including the Overallotment Shares). The 2024 Plan includes an annual "evergreen" provision pursuant to which the number of shares reserved for issuance under the 2024 Plan will automatically increase on January 1 of each calendar year, beginning January 1, 2025 and ending January 1, 2034, by an amount equal to the lesser of (i) 3% of the total number of shares of common stock outstanding on the last day of the immediately preceding calendar year, or (ii) such lesser number of shares as determined by the Board of Directors. As of the date of this Prospectus Supplement, no awards have been granted under the 2024 Plan.

2024 Employee Stock Purchase Plan. The Company's 2024 Employee Stock Purchase Plan (the "ESPP") was adopted by the Board of Directors on January 15, 2024, and became effective upon the closing of the initial public offering on February 13, 2024. The ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended. The number of shares of common stock initially reserved for issuance under the ESPP is 2,060,000 shares, which represents 2% of the 103,000,000 shares of common stock outstanding following the initial public offering (including the Overallotment Shares). Under the ESPP, eligible employees may purchase shares of common stock at a price equal to 85% of the lesser of the fair market value of the common stock on (i) the first day of an offering period or (ii) the last day of the applicable purchase period. The ESPP provides for semi-annual offering periods. As of the date of this Prospectus Supplement, no offering period has commenced under the ESPP.

2014 Stock Incentive Plan. Prior to the initial public offering, the Company maintained the 2014 Stock Incentive Plan (the "2014 Plan"), under which 12,000,000 shares of common stock were authorized for issuance. As of the date of this Prospectus Supplement, 11,200,000 shares of common stock have been granted under the 2014 Plan in the form of stock options, of which 8,400,000 were vested and exercisable. The weighted average exercise price of all outstanding options under the 2014 Plan is $3.25 per share. No additional awards will be granted under the 2014 Plan following the effectiveness of the 2024 Plan; however, the 2014 Plan will continue to govern the terms and conditions of outstanding awards previously granted thereunder.

UNDERWRITING — SUPPLEMENTAL INFORMATION

The following supplements and updates the information set forth in the section entitled "Underwriting" in the Prospectus dated February 9, 2024.

The terms of the Overallotment Shares, including the public offering price and the underwriting discount, are identical to those applicable to the 20,000,000 shares of common stock sold in the base offering. The underwriting discount on the Overallotment Shares is 6.0% of the public offering price ($1.20 per share), consistent with the underwriting discount on the base offering shares.

The aggregate underwriting discount paid by the Company in connection with the combined base offering and overallotment exercise is $27,600,000, calculated as follows: 23,000,000 shares multiplied by $1.20 per share. The underwriting discount is allocated among the Underwriters as follows: (i) 20% as a management fee, (ii) 60% as a selling concession, and (iii) 20% as an underwriting fee. These allocations are consistent with the terms described in the Prospectus.

In connection with the initial public offering, the Underwriters were permitted to engage in certain stabilization transactions, over-allotment transactions, syndicate covering transactions, and penalty bids in accordance with Regulation M under the Securities Exchange Act of 1934, as amended, as described in the Prospectus. The Underwriters' overallotment position, to the extent not covered by syndicate covering purchases or the exercise of the Option, has been fully resolved by the exercise in full of the Option. The Company notes that any stabilization activities by the Underwriters may have ceased prior to or on the date of the exercise of the Option. The exercise of the Option in full resolved any outstanding short position of the Underwriters created in connection with the offering.

TRANSFER AGENT AND REGISTRAR

Continental Share Services, Inc. serves as the transfer agent and registrar for the Company's common stock. The address of Continental Share Services, Inc. is 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004, and its telephone number is (212) 509-4000.

The shares of the Company's common stock are eligible for deposit and book-entry transfer through The Depository Trust Company ("DTC"). The Overallotment Shares were delivered in book-entry form through the facilities of DTC on the settlement date.

STOCK EXCHANGE LISTING

The Company's common stock is listed on the New York Stock Exchange under the ticker symbol "ARHT." The 3,000,000 Overallotment Shares have been approved for listing on the New York Stock Exchange and commenced trading on March 1, 2024.

LEGAL MATTERS

The validity of the shares of common stock offered hereby has been passed upon for the Company by Calderwood & Harkness LLP, 125 Broad Street, New York, NY 10004. Certain legal matters in connection with the offering have been passed upon for the Underwriters by Meridian Hale & Quivorn LLP, 51 West 52nd Street, New York, NY 10019.

EXPERTS

The consolidated financial statements and related financial statement schedules of Arbor Health Technologies Inc. as of and for the fiscal years ended December 31, 2023 and December 31, 2022, included in the Prospectus dated February 9, 2024, have been audited by Kellerman & Associates LLP, an independent registered public accounting firm, as stated in their report appearing therein, and are included in the Prospectus in reliance upon such report given on the authority of such firm as experts in accounting and auditing. The address of Kellerman & Associates LLP is 345 Park Avenue, New York, NY 10154.

WHERE YOU CAN FIND MORE INFORMATION

The Company has filed with the SEC a Registration Statement on Form S-1 (File No. 333-276841; CIK Number: 0001987432) under the Securities Act of 1933, as amended, with respect to the shares of common stock offered hereby. This Prospectus Supplement and the accompanying Prospectus, which constitute a part of the Registration Statement, do not contain all of the information set forth in the Registration Statement or the exhibits and schedules filed therewith. For further information with respect to the Company and the common stock, reference is made to the Registration Statement and the exhibits and schedules filed therewith. Statements contained in this Prospectus Supplement and the Prospectus regarding the contents of any contract or any other document are not necessarily complete, and each such statement is qualified in its entirety by reference to the full text of such contract or other document filed as an exhibit to the Registration Statement.

Following the completion of the initial public offering, the Company became subject to the informational and periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, in accordance therewith, files periodic reports, proxy statements, and other information with the SEC. The Company's SEC filings are available to the public at the SEC's website at www.sec.gov. Additionally, the Company makes available free of charge, through its website at www.arborhealthtech.com, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Information contained on, or accessible through, the Company's website is not incorporated by reference into this Prospectus Supplement or the Prospectus, and you should not consider information on the Company's website to be part of this Prospectus Supplement or the Prospectus.

INCORPORATION BY REFERENCE

This Prospectus Supplement should be read together with the Prospectus dated February 9, 2024. This Prospectus Supplement supplements, and to the extent inconsistent therewith, supersedes and replaces, the information contained in the Prospectus. In the event of any inconsistency between the information set forth in this Prospectus Supplement and the information set forth in the Prospectus, the information in this Prospectus Supplement shall control. Any statement contained in the Prospectus shall be deemed to be modified or superseded to the extent that a statement contained herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Prospectus, as supplemented by this Prospectus Supplement.

Arbor Health Technologies Inc.

275 Kendall Avenue, Suite 1400 Cambridge, Massachusetts 02142

Federal Employer Identification Number (EIN): 47-3891205 Standard Industrial Classification (SIC) Code: 7372

Incorporated in the State of Delaware Registered Agent: National Registered Agents of Delaware, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904

The date of this Prospectus Supplement is March 1, 2024.

Underwriter	Number of Overallotment Shares	Percentage of Overallotment Shares
Whitfield Barrow & Co., LLC	1,500,000	50.0%
Calloway Pierce Securities LLC	900,000	30.0%
Velthorn Capital Partners Inc.	360,000	12.0%
Pemberton Wallis LLC	240,000	8.0%
Total	3,000,000	100.0%
Per Share	Aggregate
Public offering price	$20.00	$60,000,000
Underwriting discount (6.0%)	$1.20	$3,600,000
Net proceeds to the Company (before expenses)	$18.80	$56,400,000
Item	Base Offering	Overallotment	Total
Shares sold	20,000,000	3,000,000	23,000,000
Gross proceeds	$400,000,000	$60,000,000	$460,000,000
Underwriting discount	$24,000,000	$3,600,000	$27,600,000
Net proceeds (before expenses)	$376,000,000	$56,400,000	$432,400,000
Item	As Adjusted (Post-IPO, Post-Overallotment)

Stockholders' Equity:

Preferred stock, $0.001 par value; 50,000,000 shares authorized; no shares issued and outstanding	$—
Common stock, $0.001 par value; 400,000,000 shares authorized; 103,000,000 shares issued and outstanding	$103,000
Additional paid-in capital(1)	Reflects total net proceeds from the offering
Accumulated deficit	(As reported in the Prospectus, as adjusted)
Total stockholders' equity	(As adjusted)
Beneficial Owner	Shares Beneficially Owned	Percentage of Outstanding

5% Stockholders:

Brindoval Trelvon Partners Fund IV, L.P.(1)	28,000,000	27.18%
Ridgeline Growth Equity Fund III, LLC(2)	16,000,000	15.53%

Named Executive Officers and Directors:

Dr. Nathaniel Rourke, Chief Executive Officer and Chairman of the Board(3)	12,800,000	12.43%
Margaret Tsujimoto, President and Chief Operating Officer(4)	9,600,000	9.32%
David Halderman, Chief Financial Officer(5)	2,400,000	2.33%
Dr. Priya Subramanian, Chief Technology Officer(6)	1,600,000	1.55%
Rachel Moynihan, General Counsel and Secretary(7)	1,200,000	1.17%
Other pre-IPO holders(8)	8,400,000	8.16%
Public (IPO and overallotment)(9)	23,000,000	22.33%
Total	103,000,000	100.00%

Filed Pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended Registration Statement No. 333-276841 SEC CIK Number: 0001987432
PROSPECTUS SUPPLEMENT
(To Prospectus dated February 9, 2024)
ARBOR HEALTH TECHNOLOGIES INC.
3,000,000 Shares of Common Stock Par Value $0.001 Per Share
New York Stock Exchange Ticker Symbol: ARHT CUSIP: 039217105
This prospectus supplement (this "Prospectus Supplement") supplements and should be read in conjunction with the prospectus dated February 9, 2024 (the "Prospectus"), forming part of the Registration Statement on Form S-1 (File No. 333-276841) of Arbor Health Technologies Inc., a Delaware corporation (the "Company," "Arbor Health," "we," "us," or "our"), as filed with the Securities and Exchange Commission (the "SEC"). This Prospectus Supplement is being filed to reflect the exercise in full of the overallotment option (the "Option") granted to the underwriters named herein (the "Underwriters") pursuant to the Underwriting Agreement dated February 8, 2024 (the "Underwriting Agreement"), by and among the Company and Whitfield Barrow & Co., LLC, as representative (the "Representative") of the several Underwriters.
The Underwriters, acting through the Representative, exercised the Option on February 27, 2024, to purchase an additional 3,000,000 shares of our common stock, par value $0.001 per share (the "Overallotment Shares"), at the initial public offering price of $20.00 per share, less the underwriting discount of $1.20 per share. Settlement of the Overallotment Shares occurred on March 1, 2024, through The Depository Trust Company in accordance with the customary settlement procedures for equity securities.
This Prospectus Supplement is not complete without, and may not be delivered or utilized except in conjunction with, the accompanying Prospectus dated February 9, 2024, including any amendments or supplements thereto. All capitalized terms used but not defined herein have the meanings ascribed to such terms in the Prospectus.
Investing in our common stock involves a high degree of risk. Before purchasing shares of our common stock, you should carefully read and consider the risk factors described in the section entitled "Risk Factors" beginning on page 21 of the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus Supplement or the accompanying Prospectus. Any representation to the contrary is a criminal offense.
THE OFFERING — OVERALLOTMENT EXERCISE
Summary of the Option Exercise
The following is a summary of the material terms of the exercise of the Option by the Underwriters. This summary should be read in conjunction with the description of the Underwriting Agreement set forth in the section entitled "Underwriting" in the Prospectus dated February 9, 2024.
Pursuant to Section 2(b) of the Underwriting Agreement dated February 8, 2024, between the Company and the several Underwriters, the Company granted the Underwriters an option, exercisable for a period of 30 days from the date of the Prospectus, to purchase up to an additional 3,000,000 shares of common stock (representing 15% of the 20,000,000 shares sold in the base offering) solely to cover overallotments, if any. On February 27, 2024, the Representative, on behalf of the several Underwriters, delivered written notice to the Company of the exercise in full of the Option to purchase all 3,000,000 Overallotment Shares.
The key terms of the Option exercise are set forth below:
Underwriting Agreement Date: February 8, 2024
Option Granted: Up to 3,000,000 additional shares (15% of the 20,000,000 base offering shares), to cover overallotments
Option Exercise Date: February 27, 2024
Option Exercised: In full — 3,000,000 shares
Settlement Date: March 1, 2024
Public Offering Price Per Share: $20.00
Underwriting discount Per Share: $1.20 (representing 6.0% of the public offering price)
Price to the Company Per Share (Net of Underwriting discount): $18.80
The Overallotment Shares are identical in all respects to the shares of common stock sold in the base offering on February 13, 2024, including with respect to voting rights, dividend entitlements, and liquidation preferences. The Overallotment Shares have been registered pursuant to the Registration Statement on Form S-1 (File No. 333-276841), of which the Prospectus forms a part, and have been approved for listing on the New York Stock Exchange.
Underwriter Allocations — Overallotment Shares
The following table sets forth the number of Overallotment Shares purchased by each Underwriter in connection with the exercise of the Option. The allocation of Overallotment Shares among the Underwriters is pro rata and consistent with their respective participation percentages in the base offering, as set forth in the Underwriting Agreement.
Each Underwriter's obligation to purchase its allocated portion of the Overallotment Shares was several and not joint. Delivery of the Overallotment Shares was made against payment of the aggregate purchase price by wire transfer of immediately available funds to the Company's designated account on March 1, 2024.
PROCEEDS
Gross and Net Proceeds from Overallotment Exercise
The following table sets forth the per share and aggregate gross proceeds, underwriting discount, and net proceeds to the Company from the sale of the 3,000,000 Overallotment Shares, before deduction of estimated offering expenses payable by the Company:
The aggregate gross proceeds from the sale of the Overallotment Shares were $60,000,000, calculated as 3,000,000 shares multiplied by the public offering price of $20.00 per share. After deducting the aggregate underwriting discount of $3,600,000 (calculated as 3,000,000 shares multiplied by the underwriting discount of $1.20 per share), the Company received aggregate net proceeds from the Overallotment Shares of $56,400,000 before deduction of offering expenses.
Updated Aggregate Offering Proceeds
The following table summarizes the aggregate offering data for the combined base offering and overallotment exercise:
Total estimated offering expenses (excluding the underwriting discount) are approximately $4,200,000, consisting of SEC registration fees, Financial Industry Regulatory Authority ("FINRA") filing fees, NYSE listing fees, printing and engraving expenses, legal fees and expenses, accounting fees and expenses, transfer agent fees, and miscellaneous expenses. Accordingly, the aggregate net proceeds to the Company from the combined base offering and overallotment exercise, after deducting both the underwriting discount and estimated offering expenses, are approximately $428,200,000.
Use of Proceeds
The Company intends to use the additional net proceeds from the exercise of the Option in a manner consistent with the intended uses described in the section entitled "Use of Proceeds" in the Prospectus dated February 9, 2024. As described therein, the Company intends to use the net proceeds from the offering for the following purposes:
(i) Repayment of Indebtedness. Approximately $65,000,000 to repay the outstanding balance on the Company's revolving credit facility with Keypoint National Bank, N.A. The revolving credit facility bears interest at the Secured Overnight Financing Rate ("SOFR") plus 200 basis points and has a maturity date of March 15, 2027. Borrowings under this facility were used for general corporate purposes and to fund the Company's operations and research and development activities.
(ii) Product Development and Research & Development Investment. Approximately $120,000,000 to fund the continued development of the Company's clinical decision support platform, including the advancement of the Company's AI-driven diagnostic modules through clinical trials and regulatory clearance, the expansion of the Company's data analytics capabilities, and the hiring of additional research and development personnel.
(iii) Potential Acquisitions and Strategic Investments. Approximately $100,000,000 to fund potential acquisitions of, or strategic investments in, complementary businesses, technologies, or assets. While the Company regularly evaluates potential acquisition and investment opportunities, the Company has no current agreements, commitments, or understandings with respect to any material acquisition or strategic investment as of the date of this Prospectus Supplement.
(iv) General Corporate Purposes and Working Capital. The balance of the net proceeds will be used for general corporate purposes and working capital, including funding the Company's day-to-day operations, capital expenditures, and other general and administrative expenses.
The additional net proceeds from the overallotment exercise of approximately $56,400,000 (before expenses) will be applied primarily to general corporate purposes and working capital. The Company may also use a portion of such additional proceeds to fund the uses described in clauses (i) through (iii) above. Pending the application of the net proceeds as described above, the Company intends to invest the net proceeds in short-term, investment-grade, interest-bearing instruments, including U.S. government securities, money market accounts, and certificates of deposit.
The foregoing discussion represents the Company's current intentions based on its present plans and business conditions. The Company's management will retain broad discretion over the allocation and use of the net proceeds from this offering. The amounts and timing of the Company's actual expenditures will depend on numerous factors, including the progress of the Company's research and development efforts, the status of regulatory proceedings, competitive developments, and general market conditions.
UPDATED CAPITALIZATION
Post-Offering Capitalization Table (As Adjusted for Overallotment)
The following table sets forth the capitalization of the Company as of February 13, 2024 (the closing date of the base offering), as further adjusted to give effect to the issuance and sale of the 3,000,000 Overallotment Shares on March 1, 2024, and the receipt of the net proceeds therefrom, as described in this Prospectus Supplement. This table should be read in conjunction with the sections entitled "Capitalization" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Prospectus dated February 9, 2024, as well as the audited financial statements and the notes thereto included elsewhere in the Prospectus.
(1) Additional paid-in capital reflects the receipt of aggregate net proceeds from the base offering and overallotment exercise of approximately $432,400,000, before deduction of estimated offering expenses of approximately $4,200,000, as well as all previously recorded equity transactions.
The 103,000,000 shares of common stock outstanding following the offering are comprised of the following:
•  Pre-IPO shares outstanding: 80,000,000 shares
•  Base offering shares (issued February 13, 2024): 20,000,000 shares
•  Overallotment shares (issued March 1, 2024): 3,000,000 shares
•  Total shares outstanding: 103,000,000 shares
Based on the initial public offering price of $20.00 per share and 103,000,000 shares of common stock outstanding following the offering (including the Overallotment Shares), the implied post-IPO market capitalization of the Company is approximately $2,060,000,000.
The number of shares of common stock outstanding set forth above excludes:
•  10,300,000 shares of common stock reserved for issuance under the 2024 Equity Incentive Plan;
•  2,060,000 shares of common stock reserved for issuance under the 2024 Employee Stock Purchase Plan;
•  11,200,000 shares of common stock issuable upon the exercise of outstanding stock options under the 2014 Stock Incentive Plan, at a weighted average exercise price of $3.25 per share (of which 8,400,000 were vested as of the date of this Prospectus Supplement); and
•  800,000 shares of common stock remaining available for grant under the 2014 Stock Incentive Plan.
UPDATED DILUTION INFORMATION
The information set forth below supplements and updates the section entitled "Dilution" in the Prospectus dated February 9, 2024, to reflect the exercise in full of the Overallotment Option and the issuance of the 3,000,000 Overallotment Shares.
As a result of the issuance of an additional 3,000,000 shares and the receipt of approximately $56,400,000 in additional net proceeds (before expenses), the Company's net tangible book value per share has been adjusted upward from the amount disclosed in the Prospectus. The net tangible book value per share is now calculated based on total net tangible assets divided by 103,000,000 shares of common stock outstanding following the offering, as compared to 100,000,000 shares used for purposes of the dilution analysis in the Prospectus. Investors who purchased shares in the offering (including the Overallotment Shares) at the initial public offering price of $20.00 per share will experience dilution to the extent the adjusted net tangible book value per share immediately following the offering is less than $20.00 per share. The additional issuance of the 3,000,000 Overallotment Shares at the same price and upon the same terms as the base offering shares results in a reduction of the aggregate dilution per share experienced by new investors as compared to the dilution per share set forth in the Prospectus, as the total number of shares sold in the offering has increased while the net tangible book value per share has increased as a result of the receipt of additional net proceeds. For a more detailed discussion of dilution, including the assumptions and methodologies used in computing net tangible book value, please refer to the section entitled "Dilution" in the Prospectus dated February 9, 2024.
UPDATED BENEFICIAL OWNERSHIP TABLE
Principal Stockholders — Post-Overallotment
The following table sets forth information regarding the beneficial ownership of the Company's common stock as of March 1, 2024, immediately following the completion of the overallotment exercise, by (i) each person or entity known by the Company to beneficially own more than 5% of the outstanding shares of common stock, (ii) each of the Company's directors and named executive officers, and (iii) all directors and executive officers of the Company as a group. Unless otherwise indicated, each holder has sole voting and investment power with respect to the shares set forth below.
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or other convertible securities that are currently exercisable or exercisable within 60 days of March 1, 2024, are deemed to be outstanding for the purpose of computing the percentage ownership of the person holding such options or securities, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.
Percentage of outstanding shares is based on 103,000,000 shares of common stock outstanding as of March 1, 2024, immediately following the closing of the overallotment exercise.
(1) Brindoval Trelvon Partners Fund IV, L.P. is a Delaware limited partnership. The general partner of Brindoval Trelvon Partners Fund IV, L.P. is Brindoval Summit GP IV, LLC. Investment and voting decisions with respect to securities held by Brindoval Trelvon Partners Fund IV, L.P. are made by an investment committee of Brindoval Summit GP IV, LLC. The address of Brindoval Trelvon Partners Fund IV, L.P. is 599 Lexington Avenue, 43rd Floor, New York, NY 10022.
(2) Ridgeline Growth Equity Fund III, LLC is a Delaware limited liability company. The managing member of Ridgeline Growth Equity Fund III, LLC is Ridgeline Capital Management, LLC. The address of Ridgeline Growth Equity Fund III, LLC is 2000 Sand Hill Road, Suite 100, Menlo Park, CA 94025.
(3) Includes 10,400,000 shares held directly by Dr. Rourke and 2,400,000 shares held by the Rourke Family Trust, of which Dr. Rourke is the trustee and a beneficiary.
(4) Includes 8,000,000 shares held directly by Ms. Tsujimoto and 1,600,000 shares subject to stock options that are exercisable within 60 days of March 1, 2024.
(5) Includes 2,000,000 shares held directly by Mr. Halderman and 400,000 shares subject to stock options that are exercisable within 60 days of March 1, 2024.
(6) Includes 1,200,000 shares held directly by Dr. Subramanian and 400,000 shares subject to stock options that are exercisable within 60 days of March 1, 2024.
(7) Includes 1,000,000 shares held directly by Ms. Moynihan and 200,000 shares subject to stock options that are exercisable within 60 days of March 1, 2024.
(8) Represents shares held by other pre-IPO investors, including current and former employees and consultants, none of whom individually beneficially own more than 1% of the outstanding shares.
(9) Represents shares of common stock sold to public investors in the initial public offering (20,000,000 shares) and the overallotment exercise (3,000,000 shares).
No selling stockholders participated in the offering. All 23,000,000 shares sold in the offering (including the base offering and the Overallotment Shares) were primary issuances by the Company, and no existing stockholders sold any shares in the offering. The pre-IPO investors, including Brindoval Trelvon Partners Fund IV, L.P. and Ridgeline Growth Equity Fund III, LLC, did not sell any shares and remain subject to the lock-up agreements described below.
LOCK-UP
The following supplements and updates the information regarding lock-up agreements set forth in the section entitled "Shares Eligible for Future Sale — Lock-Up Agreements" in the Prospectus dated February 9, 2024.
All lock-up agreements entered into in connection with the initial public offering remain in full force and effect. The lock-up period is 180 days from February 8, 2024 (the date of the final prospectus), and accordingly expires on August 6, 2024. The lock-up agreements were executed in favor of Whitfield Barrow & Co., LLC, as Representative of the several Underwriters.
The lock-up agreements were executed by all of the Company's directors, officers, holders of 1% or more of the Company's pre-IPO shares, and certain other stockholders, representing approximately 45 individuals and entities in the aggregate. Approximately 80,000,000 pre-IPO shares, representing 100% of the shares of common stock outstanding prior to the initial public offering, are subject to the lock-up agreements.
Under the terms of the lock-up agreements, the foregoing individuals and entities have agreed that, during the lock-up period, they will not, without the prior written consent of the Representative, directly or indirectly:
•  offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock;
•  enter into any swap, hedge, or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock; or
•  make any demand for, or exercise any right with respect to, the registration of any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock,
whether any such transaction described above is to be settled by delivery of common stock or other securities, in cash, or otherwise.
The lock-up agreements provide for the following exceptions to the restrictions described above:
(i) transfers for bona fide estate planning purposes, including transfers to any trust for the direct or indirect benefit of the locked-up party or the immediate family of such person, provided that each donee or transferee executes and delivers to the Representative a lock-up agreement containing terms substantially identical to the lock-up agreement executed by the transferring party;
(ii) dispositions pursuant to a pre-existing Rule 10b5-1 trading plan that was disclosed in the Registration Statement on Form S-1 and that was entered into prior to the date of the Underwriting Agreement, provided that any filing required under Section 16 of the Securities Exchange Act of 1934 made in connection with such disposition shall include a statement that the disposition was made pursuant to a pre-existing Rule 10b5-1 trading plan;
(iii) transactions relating to shares of common stock acquired in open market transactions after the completion of the initial public offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934 is required or voluntarily made in connection with such transactions during the lock-up period; and
(iv) the transfer of up to 10% of the locked-up party's shares to the Company (or the withholding by the Company of such shares) solely to satisfy tax withholding obligations arising in connection with the vesting of restricted stock units during the lock-up period.
The 3,000,000 Overallotment Shares are not subject to the lock-up agreements, as such shares are newly issued primary shares sold directly to the public through the Underwriters. Investors who purchased shares of common stock in the initial public offering or in the overallotment exercise are not subject to any lock-up restrictions.
The Representative may, in its sole discretion and at any time without notice, release all or any portion of the shares subject to the lock-up agreements prior to the expiration of the lock-up period. As of the date of this Prospectus Supplement, the Representative has not released any locked-up shares.
EQUITY INCENTIVE PLANS — UPDATED SHARE RESERVES
The following supplements and updates the information regarding the Company's equity incentive plans set forth in the section entitled "Executive and Director Compensation" in the Prospectus dated February 9, 2024, to reflect the increase in shares outstanding resulting from the overallotment exercise.
2024 Equity Incentive Plan. The Company's 2024 Equity Incentive Plan (the "2024 Plan") was adopted by the Board of Directors on January 15, 2024, and became effective upon the closing of the initial public offering on February 13, 2024. The 2024 Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, performance awards, and other stock-based awards. The number of shares of common stock initially reserved for issuance under the 2024 Plan is 10,300,000 shares, which represents 10% of the 103,000,000 shares of common stock outstanding following the initial public offering (including the Overallotment Shares). The 2024 Plan includes an annual "evergreen" provision pursuant to which the number of shares reserved for issuance under the 2024 Plan will automatically increase on January 1 of each calendar year, beginning January 1, 2025 and ending January 1, 2034, by an amount equal to the lesser of (i) 3% of the total number of shares of common stock outstanding on the last day of the immediately preceding calendar year, or (ii) such lesser number of shares as determined by the Board of Directors. As of the date of this Prospectus Supplement, no awards have been granted under the 2024 Plan.
2024 Employee Stock Purchase Plan. The Company's 2024 Employee Stock Purchase Plan (the "ESPP") was adopted by the Board of Directors on January 15, 2024, and became effective upon the closing of the initial public offering on February 13, 2024. The ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended. The number of shares of common stock initially reserved for issuance under the ESPP is 2,060,000 shares, which represents 2% of the 103,000,000 shares of common stock outstanding following the initial public offering (including the Overallotment Shares). Under the ESPP, eligible employees may purchase shares of common stock at a price equal to 85% of the lesser of the fair market value of the common stock on (i) the first day of an offering period or (ii) the last day of the applicable purchase period. The ESPP provides for semi-annual offering periods. As of the date of this Prospectus Supplement, no offering period has commenced under the ESPP.
2014 Stock Incentive Plan. Prior to the initial public offering, the Company maintained the 2014 Stock Incentive Plan (the "2014 Plan"), under which 12,000,000 shares of common stock were authorized for issuance. As of the date of this Prospectus Supplement, 11,200,000 shares of common stock have been granted under the 2014 Plan in the form of stock options, of which 8,400,000 were vested and exercisable. The weighted average exercise price of all outstanding options under the 2014 Plan is $3.25 per share. No additional awards will be granted under the 2014 Plan following the effectiveness of the 2024 Plan; however, the 2014 Plan will continue to govern the terms and conditions of outstanding awards previously granted thereunder.
UNDERWRITING — SUPPLEMENTAL INFORMATION
The following supplements and updates the information set forth in the section entitled "Underwriting" in the Prospectus dated February 9, 2024.
The terms of the Overallotment Shares, including the public offering price and the underwriting discount, are identical to those applicable to the 20,000,000 shares of common stock sold in the base offering. The underwriting discount on the Overallotment Shares is 6.0% of the public offering price ($1.20 per share), consistent with the underwriting discount on the base offering shares.
The aggregate underwriting discount paid by the Company in connection with the combined base offering and overallotment exercise is $27,600,000, calculated as follows: 23,000,000 shares multiplied by $1.20 per share. The underwriting discount is allocated among the Underwriters as follows: (i) 20% as a management fee, (ii) 60% as a selling concession, and (iii) 20% as an underwriting fee. These allocations are consistent with the terms described in the Prospectus.
In connection with the initial public offering, the Underwriters were permitted to engage in certain stabilization transactions, over-allotment transactions, syndicate covering transactions, and penalty bids in accordance with Regulation M under the Securities Exchange Act of 1934, as amended, as described in the Prospectus. The Underwriters' overallotment position, to the extent not covered by syndicate covering purchases or the exercise of the Option, has been fully resolved by the exercise in full of the Option. The Company notes that any stabilization activities by the Underwriters may have ceased prior to or on the date of the exercise of the Option. The exercise of the Option in full resolved any outstanding short position of the Underwriters created in connection with the offering.
TRANSFER AGENT AND REGISTRAR
Continental Share Services, Inc. serves as the transfer agent and registrar for the Company's common stock. The address of Continental Share Services, Inc. is 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004, and its telephone number is (212) 509-4000.
The shares of the Company's common stock are eligible for deposit and book-entry transfer through The Depository Trust Company ("DTC"). The Overallotment Shares were delivered in book-entry form through the facilities of DTC on the settlement date.
STOCK EXCHANGE LISTING
The Company's common stock is listed on the New York Stock Exchange under the ticker symbol "ARHT." The 3,000,000 Overallotment Shares have been approved for listing on the New York Stock Exchange and commenced trading on March 1, 2024.
LEGAL MATTERS
The validity of the shares of common stock offered hereby has been passed upon for the Company by Calderwood & Harkness LLP, 125 Broad Street, New York, NY 10004. Certain legal matters in connection with the offering have been passed upon for the Underwriters by Meridian Hale & Quivorn LLP, 51 West 52nd Street, New York, NY 10019.
EXPERTS
The consolidated financial statements and related financial statement schedules of Arbor Health Technologies Inc. as of and for the fiscal years ended December 31, 2023 and December 31, 2022, included in the Prospectus dated February 9, 2024, have been audited by Kellerman & Associates LLP, an independent registered public accounting firm, as stated in their report appearing therein, and are included in the Prospectus in reliance upon such report given on the authority of such firm as experts in accounting and auditing. The address of Kellerman & Associates LLP is 345 Park Avenue, New York, NY 10154.
WHERE YOU CAN FIND MORE INFORMATION
The Company has filed with the SEC a Registration Statement on Form S-1 (File No. 333-276841; CIK Number: 0001987432) under the Securities Act of 1933, as amended, with respect to the shares of common stock offered hereby. This Prospectus Supplement and the accompanying Prospectus, which constitute a part of the Registration Statement, do not contain all of the information set forth in the Registration Statement or the exhibits and schedules filed therewith. For further information with respect to the Company and the common stock, reference is made to the Registration Statement and the exhibits and schedules filed therewith. Statements contained in this Prospectus Supplement and the Prospectus regarding the contents of any contract or any other document are not necessarily complete, and each such statement is qualified in its entirety by reference to the full text of such contract or other document filed as an exhibit to the Registration Statement.
Following the completion of the initial public offering, the Company became subject to the informational and periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, in accordance therewith, files periodic reports, proxy statements, and other information with the SEC. The Company's SEC filings are available to the public at the SEC's website at www.sec.gov. Additionally, the Company makes available free of charge, through its website at www.arborhealthtech.com, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Information contained on, or accessible through, the Company's website is not incorporated by reference into this Prospectus Supplement or the Prospectus, and you should not consider information on the Company's website to be part of this Prospectus Supplement or the Prospectus.
INCORPORATION BY REFERENCE
This Prospectus Supplement should be read together with the Prospectus dated February 9, 2024. This Prospectus Supplement supplements, and to the extent inconsistent therewith, supersedes and replaces, the information contained in the Prospectus. In the event of any inconsistency between the information set forth in this Prospectus Supplement and the information set forth in the Prospectus, the information in this Prospectus Supplement shall control. Any statement contained in the Prospectus shall be deemed to be modified or superseded to the extent that a statement contained herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Prospectus, as supplemented by this Prospectus Supplement.
Arbor Health Technologies Inc.
275 Kendall Avenue, Suite 1400 Cambridge, Massachusetts 02142
Federal Employer Identification Number (EIN): 47-3891205 Standard Industrial Classification (SIC) Code: 7372
Incorporated in the State of Delaware Registered Agent: National Registered Agents of Delaware, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904
The date of this Prospectus Supplement is March 1, 2024.
Underwriter | Number of Overallotment Shares | Percentage of Overallotment Shares
Whitfield Barrow & Co., LLC | 1,500,000 | 50.0%
Calloway Pierce Securities LLC | 900,000 | 30.0%
Velthorn Capital Partners Inc. | 360,000 | 12.0%
Pemberton Wallis LLC | 240,000 | 8.0%
Total | 3,000,000 | 100.0%
Per Share | Aggregate
Public offering price | $20.00 | $60,000,000
Underwriting discount (6.0%) | $1.20 | $3,600,000
Net proceeds to the Company (before expenses) | $18.80 | $56,400,000
Item | Base Offering | Overallotment | Total
Shares sold | 20,000,000 | 3,000,000 | 23,000,000
Gross proceeds | $400,000,000 | $60,000,000 | $460,000,000
Underwriting discount | $24,000,000 | $3,600,000 | $27,600,000
Net proceeds (before expenses) | $376,000,000 | $56,400,000 | $432,400,000
Item | As Adjusted (Post-IPO, Post-Overallotment)
Stockholders' Equity:
Preferred stock, $0.001 par value; 50,000,000 shares authorized; no shares issued and outstanding | $—
Common stock, $0.001 par value; 400,000,000 shares authorized; 103,000,000 shares issued and outstanding | $103,000
Additional paid-in capital(1) | Reflects total net proceeds from the offering
Accumulated deficit | (As reported in the Prospectus, as adjusted)
Total stockholders' equity | (As adjusted)
Beneficial Owner | Shares Beneficially Owned | Percentage of Outstanding
5% Stockholders:
Brindoval Trelvon Partners Fund IV, L.P.(1) | 28,000,000 | 27.18%
Ridgeline Growth Equity Fund III, LLC(2) | 16,000,000 | 15.53%
Named Executive Officers and Directors:
Dr. Nathaniel Rourke, Chief Executive Officer and Chairman of the Board(3) | 12,800,000 | 12.43%
Margaret Tsujimoto, President and Chief Operating Officer(4) | 9,600,000 | 9.32%
David Halderman, Chief Financial Officer(5) | 2,400,000 | 2.33%
Dr. Priya Subramanian, Chief Technology Officer(6) | 1,600,000 | 1.55%
Rachel Moynihan, General Counsel and Secretary(7) | 1,200,000 | 1.17%
Other pre-IPO holders(8) | 8,400,000 | 8.16%
Public (IPO and overallotment)(9) | 23,000,000 | 22.33%
Total | 103,000,000 | 100.00%