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Non‑participating = investor gets either preference or pro‑rata; participating = investor gets preference plus pro‑rata, often with a cap.Participating means investors get their money back and then share the rest; non‑participating means they get their money back or share the rest, whichever is higher. For HealthTech and MedTech founders, that difference bites hardest in middling exits, not in unicorn outcomes.Core definitions Liquidation preference: The amount investors get paid before common shareholders (typically 1x of what they invested, sometimes 2x or 3x in tough markets). Participating preferred: Investor gets (1) their preference back off the top, then (2) also participates pro‑rata in the remaining pool – the “double dip”. Non‑participating preferred: Investor chooses between (1) taking their preference or (2) converting to common and taking their pro‑rata share; they do not get both. Capped participation: Participating preferred, but only until the investor has received a set multiple (e.g. 2–3x); above that, they stop participating and behave like non‑participating. Simple numerical example (1 round, 1x preference) Assume:Investor: £10m for 20% ownership, 1x preference Founders + ESOP: 80% Exit: £50m Non‑participating: Investor compares £10m (1x) vs 20% of £50m = £10m; if the pro‑rata share is higher, they convert, otherwise they take the preference. In a typical growth exit where the company is worth several times the money in, they almost always convert and just take their 20%. Participating: Investor first takes £10m, leaving £40m, then also takes 20% of that £40m (= £8m), for a total of £18m. Founders and employees share only £32m instead of £40m – that 20% difference is the “double dip”. Same headline valuation, but the participating structure shifts £8m from the common to the investor in this example.How it changes across exit sizes Rule of thumb for 1x preferences:Low exit (at or below money in):Both structures behave similarly; investors take their preference, common gets little or nothing. Mid‑range exit (2–5x money in):Participating hurts founders most here: investors recover their 1x then still take their full pro‑rata slice of the remaining upside. High exit (big win):The preference matters less; the company is far enough above the preference stack that investors usually convert (in non‑participating) and the economics converge. Each additional round of participating preferred stacks another layer of double‑dipping, worsening the founder outcome in anything but very large exits.Market norms founders should aim for: Default ask: 1x non‑participating preference – now considered standard and founder‑friendly in venture deals. Multiples: 2x–3x preferences are out there but are much more punitive and usually reserved for distressed or very investor‑friendly situations. Participating: Less common at seed/Series A in competitive deals; more likely to appear in later stages, structured rounds, or where the investor has strong leverage. UK/EU nuance: Local documents may phrase it slightly differently (e.g. “A ordinary” with preference), but the economic logic is the same: check if investors get both the preference and participation or have to choose.To discuss how Nelson Advisors can help your HealthTech, MedTech, Health AI or Digital Health company, please email <a href="mailto:lloyd@nelsonadvisors.co.uk">lloyd@nelsonadvisors.co.uk</a>

Cheat Sheet for HealthTech and MedTech Founders: Understanding Participating v Non Participating Preferences

Global health system leaders enter 2026 cautiously optimistic, expecting revenue and margin improvement while wrestling with stubborn pressures on costs, workforce, and cyber risk. Executives outside the US are notably more upbeat, prioritizing care model transformation toward outpatient, virtual, and preventive care, whereas US systems remain constrained by fee‑for‑service incentives that still reward treatment over prevention. Across markets, leaders see generative and agentic AI as an important operational lever, especially for workflow automation, workforce optimisation and patient engagement, but not yet a strategic game‑changer, with adoption limited, regulation still evolving and ROI only beginning to materialise. At the same time, escalating cyber threats and data‑privacy expectations are pushing boards to allocate cyber budgets on par with AI and digital health investments, underscoring that technology deployment must be matched by resilience and trust. Against this backdrop, the central challenge for 2026 is to harness digital and AI tools in business models that are financially sustainable, workforce‑friendly and oriented toward whole‑health and preventive outcomes rather than episodic reactive care.10 Key Points from Deloitte's 2026 Global Health Care Outlook1. Health system executives in Australia, Canada, Germany, the Netherlands, the UK, and the US are broadly optimistic about 2026, but US leaders are significantly more cautious and more likely to report a negative or uncertain outlook than peers. 2. Non‑US leaders are bullish on financial performance: about 70% expect operating revenue and margins to rise in 2026, and only a small minority anticipate significant cost increases. 3. To support revenue growth, executives plan to invest in core business technologies, expand digital and AI tools, and focus heavily on workforce engagement and retention to drive productivity. 4. AI is seen more as an efficiency lever than a 2026 strategic game‑changer: roughly 30% of health systems operate gen AI at scale in selected areas, only 2% have enterprise‑wide deployment, and most do not expect transformational AI impact within 2026. 5. Cost savings are expected primarily from AI‑driven workflow automation (cited by 64%), predictive workforce analytics (55%), and tech‑enabled patient engagement and remote monitoring (49%), alongside care model shifts toward outpatient and digital services. 6. Preventive and proactive care are rising priorities outside the US: 45% of non‑US executives see care model transformation as a leading 2026 trend and 38% expect a strong focus on prevention and early detection, versus only 7% in the US, where fee‑for‑service still favors treatment volume. 7. Workforce shortages are the top concern globally, with the WHO projecting a 4.5 million nurse shortfall by 2030 and some countries (e.g., the UK) expecting large shares of clinicians to leave practice within five years, pushing leaders to prioritize productivity and retention. 8. Cybersecurity and data privacy are critical board‑level issues, especially outside the US: nearly half of non‑US executives name cyber as a top 2026 concern and plan to allocate about 14% of tech budgets to cyber, comparable to gen AI and digital health platforms. 9. Regulatory uncertainty is slowing AI uptake: the EU AI Act imposes stringent risk management on AI tools, Canada lacks a dedicated AI law after its federal proposal stalled, and Australia is still developing guardrails, forcing many systems to rely on existing privacy frameworks. 10. Despite near‑term caution, AI in health care is on a steep growth trajectory (projected market expansion from about $39 billion in 2025 to $504 billion by 2032, with North America holding roughly half of 2024 share), and executives expect gen AI/agentic AI to consume around 19% of tech budgets as they shift care toward virtual, home‑ and community‑based, and preventive models.Source: <a href="https://www.deloitte.com/us/en/insights/industry/health-care/life-sciences-and-health-care-industry-outlooks/2026-global-health-care-outlook.html" data-mce-href="https://www.deloitte.com/us/en/insights/industry/health-care/life-sciences-and-health-care-industry-outlooks/2026-global-health-care-outlook.html">https://www.deloitte.com/us/en/insights/industry/health-care/life-sciences-and-health-care-industry-outlooks/2026-global-health-care-outlook.html</a>

10 Key Points from Deloitte's 2026 Global Health Care Outlook

Several notable themes have emerged in European HealthTech and MedTech over the past week, spanning funding, regulation, and structural market drivers.Startup and funding highlightsDanish startup Hemi Health, a female‑led HealthTech company focused on migraine and concussion care, raised around €4 million to expand internationally, underlining ongoing investor appetite for neuro and specialty‑care digital therapeutics. At EU level, major public‑private funding channels continue to open for digital health and AI in care delivery, including the Innovative Health Initiative’s 2026 Call 12 and other Horizon Europe “Health” calls, which are now live and targeting large, cross‑border digital and AI projects. Regulation and policy The European Commission’s late‑2025 MDR/IVDR simplification package remains central to 2026 discussions, with current commentary emphasising proposed reforms to notified‑body processes, clearer recertification timelines and tighter software and cybersecurity rules for digital MedTech and SaMD.​ In parallel, the EU AI Act’s high‑risk framework is beginning to bite in clinical AI, effectively steering investment away from opaque “black‑box” tools towards explainable “glass‑box” architectures that can meet transparency and human‑oversight requirements in healthcare settings. Data infrastructure and EHDS This week’s analysis continues to frame 2026 as a preparation year for the European Health Data Space, with a growing focus on EHDS‑ready data, anonymisation, governance and cross‑border data‑sharing as foundations for AI training and clinical validation. EU‑level programmes such as Horizon Europe and HADEA‑managed calls are actively channeling non‑dilutive capital into backend “plumbing” infrastructure: interoperability layers, real‑time monitoring platforms, remote surgical support and hospital cybersecurity, all designed to align with EHDS‑style data flows. Market structure and M&amp;A tone Current 2026 outlooks stress “Regulatory Darwinism” as a key force in European HealthTech and MedTech, with MDR/IVDR and the AI Act together creating a compliance moat that many smaller companies cannot clear, setting up a pipeline for distressed or regulatory‑driven M&amp;A. Investors and strategics are watching larger European MedTech champions and robotics players closely as bellwethers for scalable hardware Deep Tech under tightening regulation and capital discipline, with consolidation expected where regulatory infrastructure and data assets confer structural advantage.To discuss how Nelson Advisors can help your HealthTech, MedTech, Health AI or Digital Health company, please email <a href="mailto:lloyd@nelsonadvisors.co.uk">lloyd@nelsonadvisors.co.uk</a>&gt;&gt;&gt;&gt;&nbsp;European MedTech this week is dominated by regulatory tightening in Brussels, growing cybersecurity and software obligations, and ongoing early‑stage funding and industrial “maturity” themes.MDR/IVDR and Brussels activity The Commission’s late‑2025 MDR/IVDR simplification package is now driving 2026 discussions, with proposals to streamline notified‑body oversight, add clearer recertification timelines and improve predictability for launches and renewals. Legal and policy analysis emphasises that these amendments aim to keep safety standards intact while reducing administrative burden and harmonising practices across member states. Software, AI and cybersecurity rules Fresh commentary this month highlights draft MDR/IVDR revisions that sharpen rules for digital MedTech: more detailed software classification, extended “well‑established technology” concepts to certain digital products, and explicit integration of cybersecurity into general safety and performance requirements. The proposed framework would require reporting of actively exploited vulnerabilities and severe cyber incidents to CSIRTs and ENISA, aligning device rules with the new Cyber Resilience Act while avoiding double regulation via a lex specialis approach.​ Funding and industrialisation themes Venture outlooks for 2026 continue to frame European MedTech as entering an industrial maturity phase: less emphasis on speculative fragmentation, more on profitable efficiency, regulatory robustness and data moats around devices and diagnostics. EU‑level funding programmes remain important for MedTech, with Horizon Europe and related calls backing multinational clinical studies of breakthrough or orphan devices, plus subsidised testing and validation services for AI and robotics in healthcare.​ Notable company and capital flows Recent weeks’ dealflow remains tilted toward regulated device adjacencies such as AMR diagnostics, cardiology and robotics, with rounds like ShanX Medtech’s roughly €24 million financing cited as emblematic of where capital is concentrating early‑2026.​ Investors are also backing enabling infrastructure around MedTech clinical trials, illustrated by Biorce’s approximately €48.6 million Series A for AI‑enabled trial tooling, which underpins faster protocol execution for both device and pharma studies.To discuss how Nelson Advisors can help your HealthTech, MedTech, Health AI or Digital Health company, please email <a href="mailto:lloyd@nelsonadvisors.co.uk">lloyd@nelsonadvisors.co.uk</a> &nbsp; &nbsp; &nbsp;

This Week in European MedTech and HealthTech: 20th February 2026

Germany’s Federal Ministry of Health has set out a consolidated Digitalisation Strategy for Health and Care that runs through 2026, with concrete targets around electronic patient records, telemedicine access, paperless communication and secondary use of health data.Strategic Vision and Goals 2030 Vision: The goal is to transform the healthcare system into a person-centered, digitally supported ecosystem by 2030 to enable healthier and longer lives for all.&nbsp; Core Objectives: The strategy remains focused on patient sovereignty, improving quality of care, and increasing economic efficiency through digital transformation.Three Action Fields: Efforts are organized into three areas: establishing cross-sector care processes, using high-quality data for research and care, and deploying benefit-oriented technologies.Integration of AI and Europe: Artificial Intelligence (AI) and European integration (EHDS) are treated as cross-cutting themes integrated across all action fields.Key Targets and Milestones Electronic Patient Record (ePA): By 2030, at least 20 million insured persons should be actively using the ePA, benefiting from at least seven specific use cases based on structured data.Digital Medical Letters: The goal is for 100% of medical letters to be transmitted electronically between healthcare providers by the end of 2027.Research Data: At least 300 research projects are expected to be initiated or conducted using data from the Health Research Data Center (FDZ) by the end of 2026.Hospital Digital Maturity: The digital maturity of hospitals is targeted to increase by an average of more than 35% compared to the 2021 baseline.&nbsp; Healthcare Processes and Care Digital First: The guiding principle is "digital before outpatient before inpatient," prioritizing digital workflows wherever they offer equal or better performance.Telemedicine Expansion: Telemedicine is viewed as a vital instrument, with plans to expand digital appointment booking and secure mobile access to the Telematics Infrastructure (TI).Digital Care Navigation: Inspired by international models, the strategy aims to use digital platforms for initial assessments and symptom checking to guide patients to the appropriate level of care.Nursing Care Support: A "Nursing Cockpit" (Pflege-Cockpit) will be established to provide a central digital location for managing care, applications, and information for those requiring nursing services.Data Usage and Research European Health Data Space (EHDS): Germany aims to play a leading role in shaping the EHDS to enable secure cross-border data exchange for care and research within the EU.Structured Data Standards: To move away from data silos, the ministry is enforcing international interoperability standards (like FHIR) to ensure data is captured in a structured, reusable format.Health Research Data Center (FDZ): The FDZ, opened in October 2025, serves as the central hub for providing data from approximately 74.5 million insured persons for innovation while maintaining strict data protection.AI Training Data: The FDZ will be expanded to be "AI-capable," providing quality-assured, representative datasets specifically for training and testing AI models in healthcare.Technology and Infrastructure TI 2.0 Evolution: The Telematics Infrastructure is being modernized into "TI 2.0" to reduce complexity, improve stability, and ensure high performance for all users.Artificial Intelligence (AI): AI is being integrated to automate documentation, improve diagnostic accuracy (e.g., in mammography screening), and provide personalized health recommendations.Cybersecurity: A "Cybersecurity Instant Program" will be implemented to increase the IT security of critical healthcare infrastructures, particularly in acute care.Digital Identities: The "HealthID" (GesundheitsID) will become the user-friendly identity standard for all digital health services, aligned with European digital wallet standards.Implications for stakeholders Providers: Need to adopt interoperable systems, integrate ePA/e‑prescriptions, redesign workflows for digital‑first processes and expand telemedicine offerings beyond previous volume limits. Patients: Gain broader access to telemedicine, a longitudinal ePA and more seamless digital communication, while retaining informational self‑determination over data use. Industry and researchers: Benefit from clearer rules and infrastructure for health‑data access via the FDZ and related frameworks, opening opportunities for AI, digital therapeutics and data‑driven innovation using German health datasets.Source: <a href="https://www.bundesgesundheitsministerium.de/ministerium/meldungen/weiterentwicklung-digitalisierungsstrategie-pm-11-02-26.html?trk=public_post_comment-text" data-mce-href="https://www.bundesgesundheitsministerium.de/ministerium/meldungen/weiterentwicklung-digitalisierungsstrategie-pm-11-02-26.html?trk=public_post_comment-text">https://www.bundesgesundheitsministerium.de/ministerium/meldungen/weiterentwicklung-digitalisierungsstrategie-pm-11-02-26.html?trk=public_post_comment-text</a>Source: <a href="https://www.bundesgesundheitsministerium.de/fileadmin/Dateien/3_Downloads/D/Digitalisierungsstrategie/Weiterentwicklung_Digitalisierungsstrategie.pdf" data-mce-href="https://www.bundesgesundheitsministerium.de/fileadmin/Dateien/3_Downloads/D/Digitalisierungsstrategie/Weiterentwicklung_Digitalisierungsstrategie.pdf">https://www.bundesgesundheitsministerium.de/fileadmin/Dateien/3_Downloads/D/Digitalisierungsstrategie/Weiterentwicklung_Digitalisierungsstrategie.pdf</a>

20 Key Points from the German Federal Ministry of Health Digitalisation Strategy 2026

An agentic Siri, one that can autonomously reason, plan and take multi step actions on a user's behalf, could be a significant catalyst for healthcare technology, though Apple's own journey highlights both the opportunity and the complexity. Here's how it could reshape the landscape.Proactive, Personalised Health ManagementApple already collects a rich trove of biometric data through the Apple Watch and Health app (heart rate, blood oxygen, sleep, activity, ECG). An agentic Siri could synthesise this data in real time to deliver personalised health nudges, medication reminders, lifestyle adjustments, or early warnings about anomalies, without the user needing to ask. This shifts the model from reactive healthcare (seeking a doctor when something's wrong) to proactive maintenance guided by continuous monitoring.Care Coordination and Population HealthAgentic AI voice agents can bridge gaps in care coordination by acting as digital companions that provide continuous monitoring, personalised communication, symptom tracking, and multilingual engagement. At scale, they could enable health systems to deliver proactive outreach to entire populations, tailored reminders for cancer screenings, vaccinations, or follow-up appointments adapted to a patient's health literacy and cultural background. For HealthTech companies building patient engagement or remote monitoring platforms, this creates both a competitive threat and a major integration opportunity.What Apple Is Actually DoingApple's path has been notably cautious. Some advanced AI Siri features were delayed to 2026 as part of the broader Apple Intelligence rollout. More recently (February 2026), Apple reportedly scaled back plans for a standalone AI health coach, a service that would have offered personalised fitness, nutrition, and sleep guidance after leadership determined it was less compelling than offerings from competitors like Oura and Whoop. Instead, Apple is shifting to piecemeal AI health feature rollouts, with Siri potentially answering health queries based on Health app data rather than acting as a full-fledged AI doctor.HIPAA and Regulatory BarriersA critical constraint is that Siri is not HIPAA compliant, Apple does not sign business associate agreements (BAAs) or guarantee end-to-end encryption for health data processed via voice. This means Siri cannot be used for clinical decision-making or processing protected health information (PHI), limiting its role to non-clinical tasks like general wellness tips, medication reminders, and health education. For any HealthTech company or health system considering voice-agent integration, regulatory compliance remains the hardest problem to solve.​M&amp;A and Strategic ImplicationsFrom a deal perspective, this creates several dynamics worth tracking:Acqui-hire and tuck-in targets: Startups building HIPAA compliant voice AI, clinical NLP, or agentic health infrastructure become highly attractive to Apple and other Big Tech players looking to close regulatory gaps. Competitive moat for digital health platforms: Companies already embedded in clinical workflows (EMRs, telehealth, remote patient monitoring) that can layer agentic AI on top gain defensibility, exactly the kind of "AI infrastructure" play that commands premium multiples in HealthTech M&amp;A.​ Platform risk for smaller players: If Apple does eventually roll Siri-based health features into its 2+ billion device ecosystem, niche wellness and health coaching apps face existential platform risk, accelerating consolidation.​Trust as a moat: Apple's pullback underscores that accuracy and medical grounding are non-negotiable, companies that can demonstrate clinically validated AI with trusted medical sources will have a clear edge in both user adoption and acquirer interest.​ The Broader Opportunity The underlying trend is clear: agentic voice AI in healthcare is not a question of if but when. Generative AI voice agents can for the first time offer proactive, personalised outreach to entire populations at a cost that was previously impossible, becoming a critical extension of the care team. Apple's massive installed base and health data ecosystem position it uniquely, but its cautious approach leaves the door open for HealthTech innovators and their advisors , to capture value in the interim.​To discuss how Nelson Advisors can help your HealthTech, MedTech, Health AI or Digital Health company, please email <a href="mailto:lloyd@nelsonadvisors.co.uk">lloyd@nelsonadvisors.co.uk</a>

What could Agentic Siri from Apple mean for Healthcare Technology?

OpenClaw is an open source autonomous AI agent platform acquired by OpenAI that can actually operate user tools, desktops and robots, which makes it highly relevant for workflow heavy, compliance-constrained healthcare environments. Its potential in healthcare is large, but depends on careful handling of security, governance and regulatory alignment.What OpenClaw Is (in brief)OpenClaw began as an open‑source personal AI assistant (formerly Clawdbot/Moltbot) that can “run your computer,” manage apps, and orchestrate other tools and agents. It has grown extremely quickly (among the fastest‑growing GitHub projects, with 100k+ stars) and is now being supported within an OpenAI backed foundation while its creator joins OpenAI to lead personal agent efforts. High value healthcare use cases For a hospital or payer, the main upside is turning LLM “chat” into actual autonomous work across fragmented IT stacks.1. Administrative and back office automationPrior authorisations, benefits checks, claims triage and appeal preparation by driving browsers, payer portals and legacy GUIs instead of waiting for API integrations. Scheduling, referrals and intake (form filling, insurance verification, document upload) across multiple systems of record. 2. Clinical operations and care coordinationPulling data from multiple EHR modules, PACS viewers and lab portals, then preparing structured handover notes, discharge summaries, or MDT packs according to local templates. Driving telehealth and patient‑engagement tools (reminders, follow‑ups, document sharing), including cross‑app workflows like sending post‑visit instructions, ordering labs and scheduling follow‑up in one flow. 3. Robotics and “last‑mile” automationUsing OpenClaw agents as the “brain and hands” to coordinate robots via SDKs such as the peaq Robotics SDK, which adds machine identity, access control and fleet management. In a hospital, that can support automated delivery (pharmacy, samples), environmental services, or assistive devices, by letting robots consume reusable “skills” defined once and reused across fleets. 4. Data‑driven clinical support (with strong guardrails)Orchestrating existing AI components, imaging models, risk‑prediction models, CDSS, so that, for example, a radiology agent can fetch priors, run approved models and prepare draft structured reports for clinician review. Continuous monitoring agents that watch vitals, labs, and notes across systems and trigger standardised alert and escalation workflows, while logging every action. Strategic benefits for healthtech / providers Speed to value: Because OpenClaw can operate GUIs, it can automate workflows even where vendors don’t expose usable APIs, shortening time‑to‑deployment for automation pilots. Composability: “Skills” and workflows can be defined once and reused across clinics, robots, or business units, making it an attractive orchestration layer for digital‑health platforms and MedTech ecosystems. Open‑source gravity: As an open‑source foundation with significant community traction, OpenClaw can become a de facto standard for agent orchestration, which healthtech vendors can integrate with instead of building their own full agent stack. Key risks and constraints in healthcare Security and privacy: Analyses of OpenClaw in healthcare highlight critical vulnerabilities around endpoint control, elevation of privilege, and data exfiltration if agents are not tightly sandboxed and monitored, which is especially problematic under HIPAA/NHS equivalents. Compliance and auditability: Healthcare guidance stresses the need for rigorous logging of every agent action, RBAC, data‑minimization, and segregation of duties to meet HIPAA, HITRUST and similar frameworks. Governance and scope creep: Autonomous agents that “run your computer” can quickly exceed intended scopes without robust policy engines, human‑in‑the‑loop checkpoints, and environment isolation (e.g., separate VMs per workflow or per client). Investor/M&amp;A perspective For providers and payers, OpenClaw‑style agents look like the next logical layer on top of EHR + RPA, with a near‑term focus on admin and coordination tasks where error tolerance is higher and ROI is obvious. For healthtech and MedTech vendors, native OpenClaw integrations (bundled skills, “OpenClaw‑ready” APIs, or agent sandboxes) can be a differentiator, positioning them as plug‑in components of hospital‑wide agent ecosystems. For M&amp;A / venture, you’d expect a wave of “agentised” vertical plays, eg. HIPAA‑compliant OpenClaw distributions, agent governance layers and domain specific workflow packs for specialties, which could be natural tuck‑ins for larger health IT and automation platforms.To discuss how Nelson Advisors can help your HealthTech, MedTech, Health AI or Digital Health company, please email <a href="mailto:lloyd@nelsonadvisors.co.uk" data-mce-href="mailto:lloyd@nelsonadvisors.co.uk">lloyd@nelsonadvisors.co.uk</a>

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Cheat Sheet for HealthTech and MedTech Founders: Understa...

10 Key Points from Deloitte's 2026 Global Health Care Out...

This Week in European MedTech and HealthTech: 20th Februa...

20 Key Points from the German Federal Ministry of Health ...

What could Agentic Siri from Apple mean for Healthcare Te...

OpenClaw + OpenAI's potential for Healthcare Technology i...