UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16
OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2026
Commission File Number 001-42981
DAVION HEALTHCARE PLC
(Translation of registrant’s name into English)
Unit A, West Cork Business & Technology
Park
Clonakilty, County Cork,
P85 FV48 Ireland
(Address of principal executive office)
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Acquisition of Humaskan Intellectual Property
On October 26, 2026, Davion Healthcare Plc (the “Company”
or “Davion”) announced the completion of its acquisition of intellectual property and associated assets relating to WoundSkan
and the Spektra Lateral Flow Test pursuant to an Intellectual Property Sale and Purchase Agreement dated September 21, 2026 (the “Agreement”)
with
R. Kisiel, S. Dickson, A. Baker and P. Fortune (the “Sellers”).
Under the Agreement, completion occurs automatically on the first Business Day immediately following commencement of trading of the Company’s
ordinary shares on Nasdaq.
The transaction comprises intellectual property
and associated assets only. The Company is not acquiring Humaskan Ltd, shares in Humaskan Ltd or its employees, and assumes no liability
of Humaskan Ltd or any Seller arising before completion except as expressly provided in the Agreement.
The agreed total consideration is US$25 million, comprising
US$2.5 million in cash and 1,730,770 new ordinary shares of EUR0.01 each at an agreed contractual value of US$13.00 per share, representing
approximately US$22.5 million, with a fractional-share rounding adjustment as described in the Agreement. The share number does not vary
with market-price movements, but is subject to equitable adjustment for specified capital reorganisations.
The cash consideration is payable no later than 120 calendar
days following commencement of Nasdaq trading. Failure to pay within that period gives the Sellers a contractual right to cancel the Agreement
unless amended terms are agreed. Overdue amounts bear interest as specified in the Agreement.
The consideration shares are not issued at completion.
Subject to applicable law and the registration provisions of the Agreement, they are to be issued on the first Business Day immediately
following expiration of the 90-calendar-day deferred issuance period commencing on completion. The Sellers have no shareholder rights
in those shares before issuance. Davion intends, subject to eligibility and applicable law, to provide effective registration coverage
for issuance. If such coverage is unavailable, the parties are to cooperate with their legal advisers to implement a lawful alternative
mechanism.
Following issuance, each Seller is separately subject to
a 90-calendar-day contractual leak-out period. On any trading day during that period, each Seller may dispose of no more than 10% of the
average number of Davion ordinary shares traded on Nasdaq during the immediately preceding five trading days, rounded down. Unused daily
capacity cannot be carried forward. All sales remain subject to applicable securities laws.
WoundSkan is a battery-free, smartphone-read wound-temperature
monitoring dressing. The Spektra Lateral Flow Test is a rapid multi-marker screening platform. The acquired assets include associated
transferable intellectual property, technical documentation, software, development and testing data, regulatory materials, prototypes
and know-how, as described in the Agreement.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release dated October 26, 2026 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DAVION HEALTHCARE PLC
By: /s/ Glenn Williams
Name: Glenn Williams
Title: Chief Executive Officer
Date: October 27, 2026
Exhibit 99.1
For release at 07.30 ET, 26 October 2026
DAVION HEALTHCARE ANNOUNCES US$25 MILLION ACQUISITION
OF HUMASKAN MEDICAL TECHNOLOGY IP
Acquisition adds battery-free smart wound dressing
and two-minute multi-marker screening test to Davion’s growing healthcare portfolio
DUBLIN, IRELAND - 26 October 2026 - Davion
Healthcare Plc (Nasdaq: DAVI) (“Davion” or the “Company”), a next-generation digital healthcare company developing
proprietary health monitoring technologies, today announces that it has completed the acquisition of the intellectual property relating
to two medical technologies: WoundSkan, a smart wound-monitoring dressing, and the Spektra Lateral Flow Test, a rapid multi-marker screening
platform.
The intellectual property was acquired from the
four shareholders of Humaskan Ltd for a total consideration of US$25 million, comprising US$2.5 million in cash and 1,730,770 new ordinary
shares in Davion, to be issued at an agreed fixed contractual value of US$13.00 per share (approximately US$22.5 million). The number
of shares is fixed and will not vary with movements in the Davion’s share price.
The acquired technologies
WoundSkan is a smart wound dressing containing
a temperature sensor and a passive NFC tag. It has no battery or internal power: scanning the dressing with a smartphone powers the sensor
and sends the reading to the WoundSkan app. The app records each timestamped temperature reading alongside a reading history and patient
notes, so clinicians can track wound temperature, a potential early sign of infection, without removing the dressing.
The Spektra Lateral Flow Test is a single-use
screening platform. A onetime use base unit collects urine and saliva samples and takes one of ten colour-coded cartridges, each carrying
antibodies for specific markers. Results are available in around two minutes and are sent to a smartphone by passive NFC.
The current cartridge range covers markers associated
with certain cancers, hormonal imbalances, autoimmune conditions and neurodegenerative conditions. Although, Spektra is not a diagnostic
test, it is designed to identify anomalies that may warrant further clinical investigation.
Both technologies use the battery-free, smartphone-read
approach that underpins Davion’s focus on health monitoring outside traditional clinical settings.
The acquisition includes the associated patents
and patent applications, technical designs, software and algorithms, research and development data, testing information, regulatory documentation,
prototypes and know-how. It also includes the rights to develop, manufacture, commercialise and license products incorporating the acquired
intellectual property.
The transaction covers the intellectual property
and associated assets only. Davion has not acquired Humaskan Ltd as a corporate entity, nor has it taken on its employees or assumed any
of its liabilities
Transaction terms
The consideration shares will be issued after
a 90-day deferral period from listing, which will be the on the 20 January 2027. For the following 90 days thereafter, each Seller may
sell no more than 10% of Davion’s five-day average daily trading volume on any trading day. The cash consideration is payable by 19 February
2027, within 120 days of the start of trading of Davion’s shares on Nasdaq.
Strategy
The acquisition is Davion’s first since its direct
listing on the Nasdaq Global Market on 22 October 2026. It follows the Group’s adoption of a direct commercialisation strategy in June
2026. Davion’s growth strategy combines the commercialisation of its proprietary technologies, including BreastCheck, with acquisitions
across medical devices, healthcare services, medical distribution, healthcare technology and diagnostics.
To support its acquisition programme, Davion has
established Davion Healthcare Finance Ltd and launched a £30 million five-year senior secured bond. The Group’s acquisition programme
is overseen by its Operational Directorate, led by Chief Executive Officer Glenn Williams.
Glenn Williams, Chief Executive Officer
of Davion Healthcare, commented:
“This acquisition is an important step
in our plans to build a substantial international healthcare business, combining the development of our existing portfolio with the acquisition
of complementary technologies.
“WoundSkan and Spektra are both innovative,
practical technologies with considerable commercial potential. WoundSkan builds on our existing expertise in temperature-based monitoring,
offering a way to assess wounds without removing dressings, while Spektra provides rapid screening for multiple conditions from a single
sample. Both have applications across a range of healthcare settings.
“Following our recent Nasdaq listing,
we are well positioned to accelerate the development and commercialisation of these technologies, while continuing to pursue further acquisition
opportunities.”
-ends-
Media Enquiries
Rosewood Communications
+44 (0) 20 7653 8702
davion@rosewoodpr.co.uk
Investor Relations Inquiries
Mark Komonoski
Partner
Integrous Communications
Toll Free: 877-255-8483
Mobile: 403-470-8384
About Davion Healthcare Plc
Davion Healthcare Plc is a next-generation digital healthcare company
developing proprietary, non-invasive health monitoring technologies designed to support the early identification of medical anomalies
outside traditional clinical environments.
The Company’s flagship product, BreastCheck, is an FDA-registered
at-home breast health screening test designed to identify potential abnormalities through changes in breast temperature. Davion’s
broader portfolio includes technologies addressing circulation and foot health, testicular health, skin anomalies, wound monitoring, blood
pressure and other areas of preventive healthcare.
Davion’s growth strategy combines the development and commercialisation
of its proprietary technologies with complementary acquisitions intended to expand the Group’s product portfolio and commercial,
manufacturing and distribution capabilities.
Further information is available at www.davionhealthcare.com.
Forward-Looking Statements
This announcement contains forward-looking statements within the meaning
of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such statements include, but
are not limited to, those identified by words such as “believes,” “will,” “expects,” “anticipates,”
“estimates,” “intends,” “plans,” “targets,” “projects” and similar expressions.
The statements in this release are based upon the current beliefs and
expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from
those set forth in these forward-looking statements.
Numerous factors could cause or contribute to such differences, including,
but not limited to, the results of product evaluations, studies, regulatory reviews and commercial adoption and/or other studies, clinical
trials, the challenges inherent in new product development initiatives, the impact of any competitive products, the Company’s ability
to license and protect its intellectual property, its ability to raise additional capital in the future, changes in government policy
and/or regulation, potential litigation by or against the Company, any governmental review of its products or practices, and other risks
discussed from time to time in the Company’s filings with the Securities and Exchange Commission.
The Company undertakes no obligation to update any forward-looking
statements, or any information contained in this press release or in other public disclosures, at any time, except as required by applicable
law.
The investing public is reminded that only announcements or information
about Davion Healthcare Plc disseminated by the Company and bearing its name are considered official.
