Bridge Thesis

The proposition

A €2M bridge to take Legit.Health from €401K to €1M ARR, the milestone that opens a Series A on materially better terms. Built for maximum capital efficiency: a €750K convertible note, anchored by existing investors (Mutua Ventures pro-rata confirmed), that unlocks bank facilities already in arrangement and bridges to non-dilutive grant resolutions (up to €1.9M requested, in evaluation).

From here → to here

Today (June 2026)

• €401K ARR (Real recurring ARR · June 2026 · €300K at Dec 2025 close, +90% YoY)
• €604K recognised revenue 2025
• €848K billings 2025 (+145% YoY)
• 7 markets active
• 27 FTE
• EU MDD I · UK MHRA-registered · ANVISA II
• FDA pre-submission in preparation
• €350K cash (July 2026)

→

Target (opens Series A)

• €1M ARR (2.5x current)
• €1M+ recognised revenue
• €1.8M+ billings 2026 (Model)
• 9-10 markets active
• 32-34 FTE
• EU MDR IIb · FDA pre-sub completed
• 2-3 pharma project deals → multi-year frames
• Series A ready at materially improved valuation

Why a bridge (not a Series A)

We have already had Series A conversations. Investors are interested but consistently flag the same gap: ARR not yet at €1M-€2M range. Rather than push for a Series A at a discounted valuation that reflects today's metrics, we are extending runway with a bridge that lets us hit those metrics and command a stronger Series A.

If we forced a Series A now

• Pre-money would reflect today's sub-€1M ARR, not the step-up a €1M ARR round commands
• VCs price in "not yet €1M ARR" risk discount
• Higher dilution for founders and existing investors
• Existing investors lose anti-dilution leverage

With the bridge first

• SAFE/convertible with cap referenced to Series A target
• Hit €1M ARR → Series A on materially better terms (set in the term sheet, under NDA)
• Lower total dilution across both events
• Existing investors participate at preferential terms

How the €2M is structured

Most of the bridge is non-dilutive. A small convertible note is the catalyst that unlocks the rest, so only a fraction of the €2M dilutes the cap table.

Catalyst · convertible note

€750K

The only dilutive layer, and the smallest. Anchored by existing investors, with Mutua Ventures pro-rata confirmed. Converts into the Series A (terms in the term sheet, under NDA).

Non-dilutive · debt in arrangement

€600K

ICO Crecimiento Exportadores (€322K, submitted June 2026) and the Elkargi Innovation Fund (about €300K), structured to draw alongside the capital increase.

Non-dilutive · grants in evaluation

€1.5M

Requested across several programmes (CDTI Misiones, Red.es, Fast Track, Plan 2i), ~€1.5M in total, in evaluation. Resolutions from September 2026. Awards may be partial, so grants count as upside, never as committed capital.

The bridge is sized to reach €1M ARR on the convertible and debt alone. No grant is counted as committed until it is resolved: whatever is awarded is non-dilutive upside that reduces dilution further, and if a grant is cut or delayed the path to €1M ARR still holds, with less buffer rather than less viability.

The sequencing is the point: the €750K convertible de-risks the bank facilities (which draw alongside the capital increase) and carries the company to the first grant resolutions in September 2026. A modest equity tranche unlocks a much larger, mostly non-dilutive stack, the opposite of burning a full round to reach the next milestone.

What the bridge buys

The bridge funds the acceleration from our Budget trajectory (conservative organic growth → €404K ARR) to our Model trajectory (accelerated → €1.01M ARR). The delta is funded execution capacity.

Lever 1

Commercial expansion

A commercial and delivery team (business development, customer success, project management) to accelerate insurance (BUPA Europe rollout) and Spanish public health (Telefónica gateway).

Lever 2

Convert pharma to frames

Negotiate 2-3 existing pharma relationships (J&J, Boehringer, Lilly) into multi-year framework agreements. Moves a significant portion of existing pharma revenue from project-based to committed multi-year frames.

Lever 3

FDA pre-sub completion

Complete FDA Q-Sub preparation and submission, locking in the predicate device pathway. Becomes a Series A catalyst event.

Lever 4

Runway extension

6+ months additional runway buffer so the Series A is launched from strength, not from runway pressure. Critical for valuation negotiation leverage.

Bridge mechanics

Size

€2.0M

Instrument

Convertible note + non-dilutive layers

Valuation cap

Set in the term sheet (under NDA)

Target close

Rolling, H2 2026

Lead

Existing investors + 1-2 new

Why now

Cash runway

At current burn (€120K/month), unrestricted runway reaches October 2026. The €750K convertible extends runway beyond the first grant resolutions (from September 2026) and unlocks the debt facilities, funding the path to €1M ARR without forcing a premature Series A. Existing investors (Mutua, Angels Capital, Ribera, Telefónica, Biozell) have been informed, and Mutua Ventures has confirmed its pro-rata.

Risk mitigation

Risk	Mitigation
Bridge doesn't close in time	Existing investors already approached; SAFE structure simplifies legal; primary risk is timing, not appetite
Reaching €1M ARR takes longer than planned	Bridge extends runway well into 2027 even at a slower trajectory; existing pipeline already supports €700K+ ARR within model assumptions
FDA timeline slips	FDA is a catalyst, not survival. Bridge thesis doesn't require FDA cleared, only pre-submission completed
Series A market deteriorates	Bridge cap is referenced, not fixed. If Series A market softens, bridge still converts at the actual Series A valuation, not above

See also

• Path to €1M ARR: the detailed plan from €401K to €1M ARR
• Use of Funds: line-by-line allocation of bridge capital
• ARR & Revenue Mix: the foundational metrics framing