Be sure to understand the risks of this type of investment. No regulatory body (not the SEC, not any state regulator) has passed upon the merits of or given its approval to the securities, the terms of the offering, or the accuracy or completeness of any offering materials or information posted herein. That’s typical for Regulation CF offerings like this one.
Risk 1.
The Company has encountered, and will continue to encounter, risks and difficulties frequently experienced by startup and growing companies in rapidly developing and changing industries, including challenges in forecasting accuracy,
determining appropriate investments of its limited resources, gaining market acceptance, managing a
complex regulatory landscape and developing new products and services. The Company’s current
operating model may require changes in order for it to scale its operations efficiently. Purchasers should
consider the Company’s business and prospects in light of the risks and difficulties it faces as an early-stage company focused on developing products and services.
To date, the Company has focused on developing its business and exploring opportunities for novel applications in Digital Health . As a result of its early stage of development, the Company has not yet generated revenue
from any commercially available applications. There has been no independent third-party valuation of the Company’s business, and the Company makes no assertions or representations as to the fair market value of the Company or any of the Securities. There can be no assurance that the Company will operate profitably or remain solvent. If the Company’s plans prove unsuccessful, a Purchaser could lose all or part of their investment in the Securities.
Risk 2.
The Company may experience systems failures or capacity constraints that could materially harm our
ability to conduct our operations and execute our business strategy. The Company will be heavily
dependent on the capacity, reliability and security of the computer and communications systems and
software supporting our operations. We plan to receive and/or process a large portion of our services
through electronic means, such as through public and private communications networks. Our systems, or
those of our third-party providers, may fail, be shut down or, due to capacity constraints, operate slowly.
If any of our systems do not operate properly, are compromised or are disabled, including as a result of
system failure, employee or customer error or misuse of our systems, we could suffer financial loss,
liability to customers, regulatory intervention or reputational damage that could affect demand by current
and potential users of our market. The Company will need to continue to upgrade, expand and increase
the capacity of our systems as our business grows and as we execute our business strategy.
The Company will need to continue to make significant investments in additional hardware and software
to develop and implement the Company’s IT infrastructure applications and facilitate our ability to
provide consulting, project management, staff augmentation and Digital Health solution services to our
customers. If we cannot increase the capacity and capabilities of our systems to accommodate an
increasing volume of transactions and to execute our business strategy, our ability to maintain or expand
our businesses would be adversely affected.
Risk 3.
The Company may be unable to successfully prosecute and defend its trademark claims, patent claims
and other proprietary rights and may unintentionally infringe on the proprietary rights of others.
The Company’s profitability may depend in part on its ability to effectively protect its proprietary rights,
including (i) obtaining trademark protection for its tradenames and products, (ii) obtaining patent
protection for its blockchain solutions, (iii) maintaining the secrecy of its internal workings and
preserving its trade secrets, and (iv) its ability to operate without inadvertently infringing on the
proprietary rights of others. There can be no assurance that (a) any planned trademark of our tradenames
and products or patent application of our blockchain solutions will be issued from any pending or future
applications; (b) the scope of any trademark or patent protection will be sufficient to provide competitive
advantages; (c) any trademarks or patents the Company obtains will be held valid if subsequently
challenged; or (d) others will not claim rights in or ownership of the Company’s trademarks or patents
and its other proprietary rights. Unauthorized parties may try to copy aspects of the Company’s products
and technologies or obtain and use information it considers proprietary. Policing the unauthorized use of
proprietary rights is difficult and time-consuming. The Company cannot guarantee that no harm or threat
will be made to its intellectual property. In addition, the laws of certain countries are not expected to
protect the Company’s intellectual property rights to the same extent as do the laws of the United States.
Administrative proceedings or litigation, which could result in substantial costs and uncertainty, may be
necessary to enforce its patent or other intellectual property rights or to determine the scope and validity
of the proprietary rights of others. There can be no assurance that third parties will not assert patent
infringement claims in the future with respect to its products or technologies. Any such claims could
ultimately require the Company to enter into license arrangements or result in litigation, regardless of the
merits of such claims. Litigation with respect to any infringement claims or any other trademark, patent or
other intellectual property rights could be expensive and time consuming and could have a material
adverse effect on the Company’s business, operating results and financial condition, regardless of the
outcome of such litigation.
Risk 4.
Operational risks, such as misconduct and errors of our employees or entities with which we do business, are difficult to detect and deter and could cause us reputational and financial harm. Operational risks, such as misconduct and errors of the Company’s employees or entities with which we
do business, are difficult to detect and deter and could cause us reputational and financial harm. The Company’s employees and agents could engage in misconduct which may include conducting in and concealing unauthorized activities, improper use, or unauthorized disclosure of confidential information.
It is not always possible to deter misconduct by the Company’s employees, and the precautions the Company takes to prevent and detect this activity may not be effective in all cases. The Company’s ability to detect and prevent errors or misconduct by entities with which we do business may be even more limited. Such misconduct could subject the Company to financial losses or regulatory sanctions and materially harm our reputation, financial condition, and operating results.
Risk 5.
The U.S. healthcare industry is subject to extensive regulation that will impact the design and implementation of the Company’s products and services. Some of these laws and regulations are described below. Many of these laws and regulations along with others carry the potential for substantial
civil and criminal penalties. In addition, users may access our computer applications from international locations, which may implicate international laws and regulations with different requirements than the U.S. laws. All of these laws and regulations are subject to change, which may require the Company to
redesign the Company’s products or otherwise limit our products’ functionalities. There are no assurances that laws, regulations, and policies as they exist today or in the future will not negatively impact the Company’s products and services and their viability. Privacy and data security laws and
regulations could require us to make changes to our business, impose additional costs on the Company and reduce the demand for our software solutions.
Risk 6.
The Company’s products and services, including technology and intellectual property involved in their creation and operation, will be developed primarily by a small number of key technology employees of the Company and its affiliates. The loss of the services of any of those key employees could have a
material adverse effect on the ability of the Company to develop, operate, or maintain the Company’s products and services. If the Company were to lose the services of any such key employees, it could be difficult or impossible to replace them, and the loss of any of them could have a material adverse effect on
the Company’s operations and financial conditions.
Risk 7.
The information contained in the company business plan has been prepared and obtained from original sources and data we believe to be reliable, but we make no representations as to its accuracy, timeliness or completeness. While every effort has been made to ensure the accuracy of the information it is subject to change without notice, and we do not undertake to update or revise on any particular basis. Please consult with your investment professionals, tax advisors or legal counsel as necessary before relying on this material.
Forward Looking Statements
Certain information set forth in company business plan contains “forward-looking information”, including “future oriented financial information” and “financial outlook,” under applicable securities laws (collectively referred to herein as forward-looking statements). Except for statements of historical fact, information contained herein constitutes forward-looking statements and includes, but is not limited to, the (i) projected financial performance of the Company; (ii) completion of, and the use of proceeds from, the sale of the shares being offered as set forth in the Company’s Offering Memorandum as referenced herein; (iii) the expected development of the Company’s business, projects and joint ventures; (iv) execution of the Company’s vision and growth strategy, including with respect to future M&A activity and global growth; (v) sources and availability of third-party financing for the Company’s projects; (vi) completion of the Company’s projects that are currently underway, in development or otherwise under consideration; (vi) renewal of the Company’s current customer, supplier and other material agreements; and (vii) future liquidity, working capital, and capital requirements. Forward-looking statements are provided to allow recipients the opportunity to understand management’s beliefs and opinions in respect of the future so that they may use such beliefs and opinions as one factor in evaluating the Company.
These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward-looking statements.
Although forward-looking statements contained in company business plan are based upon what management of the Company believes are reasonable assumptions, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.
Risk 8.
The Company is dependent upon its management team as described in this Memorandum. The loss of services of any management member could negatively impact the Company, as there is a risk that their services could not be replaced. The loss of services of either of the principals of the Company, Nailah Malak or Charon Collier, would be catastrophic and would severely hinder the development of the Company’s IT infrastructure applications and our ability to provide consulting, project management, staff augmentation, and Digital Health services. Without the services of these individuals, the growth, progress, and overall success of the Company may be adversely affected. The Company may maintain key-man insurance policies to mitigate this risk by providing insurance funds to retain other persons for the Company’s management team.
Risk 9.
The Company has limited capital which may impact our ability to execute the Business Plan.
The Company presently has limited operating capital and is dependent upon receipt of proceeds from this Offering or elsewhere, to develop its business as intended. Upon completion of the Offering, even if the maximum aggregate Offering amount is received, the amount of capital available to the Company will be
limited to the amount raised. Funds raised in this Offering will not be immediately available to the Company upon acceptance from Purchasers of the Securities and will be held in escrow. There is a minimum amount that is needed to be raised prior to funds being available for use by the Company, there is a risk that the needed capital to execute the Company’s business plans will fall short of the desired amount. If this should occur, the Company may need to seek capital from other debt and equity funding sources and the Purchasers in this Offering could experience less than anticipated from their investments.
Risk 10.
Major health epidemics, such as the outbreak caused by a coronavirus (SARS-CoV-2), and other outbreaks or unforeseen or catastrophic events could disrupt and adversely affect our operations, financial condition, and business. The United States and other countries have experienced and may experience in the future, major health epidemics related to viruses, other pathogens, and other unforeseen or catastrophic events,
including natural disasters, extreme weather events, power loss, acts of war, and terrorist attacks. For example, there was an outbreak of SARS-CoV-2, a novel coronavirus,which has spread to the United States and other countries and declared a global pandemic. The global spread of SARS-CoV-2 has created significant volatility and uncertainty in financial markets. Although COVID-19, the disease reportedly caused by SARS-CoV-2, is currently not material to our results of operations, there is significant uncertainty relating to the potential impact of SARS-CoV-2 on our business. The extent to which COVID-19 impacts our current capital raise and our ability to obtain future financing, as well as our results of operations and financial condition, generally, will depend on future developments which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of SARS-CoV-2 and the actions taken by governments and private businesses to contain SARS-CoV-2 or treat its impact, among others. If the disruptions posed by SARS-CoV-2 and COVID-19 continue for an extensive period of time, our business, results of operations, and financial condition may be materially adversely affected.
Risk 11.
Any valuation at this stage is difficult to assess. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment. In addition, there may be additional classes of equity with rights that are superior to the class of equity being sold.
Risk 12.
Start-up investing is risky. Investing in early-stage companies is very risky, highly speculative, and should not be made by anyone who cannot afford to lose their entire investment. Unlike an investment in a mature business where there is a track record of revenue and income, the success of a startup or early-stage venture often relies on the development of a new product or service that may or may not find a market. Before investing, you should carefully consider the specific risks and disclosures related to both this offering type and the company.
Risk 13.
Your shares are not easily transferable. You should not plan on being able to readily transfer and/or resell your security. Currently, there is no market or liquidity for these shares and the company does not have any plans to list these shares on an exchange or other secondary market. At some point, the company may choose to do so, but until then you should plan to hold your investment for a significant period of time before a “liquidation event” occurs. A “liquidation event” is when the company either lists its shares on an exchange, is acquired, or goes bankrupt.
Risk 14.
You may only receive limited disclosure. While the company must disclose certain information, since the company is at an early-stage they may only be able to provide limited information about its business plan and operations because it does not have fully developed operations or a long history. The company may also only obligated to file information periodically regarding its business, including financial statements. A publicly listed company, in contrast, is required to file annual and quarterly reports and promptly disclose certain events — through continuing disclosure that you can use to evaluate the status of your investment.
Risk 15.
There is no assurance that the Company will be able to continue as a going concern. Although the Company anticipates the proceeds from the Offering will provide sufficient liquidity to meet its operating commitments for the next 3-6 months, there is no guarantee the Company will be successful in achieving this objective.
Risk 16.
The business affairs of the Company are controlled solely by the Board of Directors. The Board of Directors will control the Company through its ability to control the business of the Company and not removable by the vote of the Securities offered in this Offering.
Risk 17.
Management will have broad discretion as to use of proceeds from the Offering. The Company’s success will be substantially dependent upon the discretion and judgment of its management team with respect to the application and allocation of the proceeds of this Offering. Any “Use of Proceeds” information presented herein represents the Company’s current intentions and is subject to change based on a number of factors, including the amount of funds raised, developments in blockchain technology and cryptocurrency, government regulation, or other factors that are difficult to predict. The Company has absolute discretion regarding the use of the proceeds raised in the Offering and may use such proceeds for any purpose, whether or not addressed in this Memorandum without notice to any Purchaser that it is changing its intended approach. There can be no assurance that such determinations ultimately made by the Company, which relate to the specific allocation of the proceeds of the Offering, will permit the Company to achieve its business objectives. In the event that the Company’s plans change, its assumptions change or prove to be inaccurate or the proceeds of the Offering prove to be insufficient, it may be necessary or advisable to reallocate proceeds or to use proceeds for other purposes. The Company may also be required to seek additional financing or may be required to curtail its operations.
Risk 18.
The development and operation of the Company’s products and services requires, and any additional products and services that may be developed in the future will likely require, technology and intellectual property rights. The ability of the Company to develop and operate the Company’s business may depend on technology and intellectual property rights that the Company may license from unaffiliated third parties. If for any reason the Company were to fail to comply with its obligations under the applicable license agreement, or were unable to provide or were to fail to provide the technology and intellectual property that the Company’s products and services (or any future products and services) requires, they would be unable to operate, which would have a material adverse effect on the Company’s operations and financial conditions.
Risk 19.
Certain of our officers and directors participate in other business ventures. As a result of such participation, management anticipates devoting a portion of their time per month to such other business ventures. Moreover, such outside business ventures may at times compete directly with the Company or result in conflicts of interest in the future.
Risk 20.
The Company’s business model contemplates that the users of our products and services will transmit medical data. End users may transmit a significant amount of personal or identifying information through the Company’s applications. The Company will be subject to a variety of laws and regulations in the United States and abroad that involve matters central to its business, including user privacy, blockchain technology, healthcare information, data protection and intellectual property, among others. Foreign data protection, privacy, healthcare information and other laws and regulations are often more restrictive than those in the United States. These U.S. federal and state and foreign laws and regulations are constantly evolving and can be subject to significant change. In addition, the application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which the Company operates.
Risk 21.
The U.S. healthcare industry is subject to extensive regulation that will impact the design and implementation of the Company’s products and services. Some of these laws and regulations are described below. Many of these laws and regulations along with others carry the potential for substantial civil and criminal penalties. In addition, users may access our computer applications from international locations, which may implicate international laws and regulations with different requirements than U.S. laws. All of these laws and regulations are subject to change, which may require the Company to redesign the Company’s products or otherwise limit our products’ functionalities. There are no assurances that laws, regulations, and policies as they exist today or in the future will not negatively impact the Company’s products and services and their viability. Privacy and data security laws and regulations could require us to make changes to our business, impose additional costs on the Company and reduce the demand for our software solutions.
Risk 22.
The Offering price of the Securities offered hereby was arbitrarily determined by management of the Company. The price bears no relationship to the Company’s assets, book value, net worth or other economic or recognized criteria of value. In no event should the Offering price be regarded as an indicator of any future market price of the Company’s securities.
Risk 23.
Dividends are not guaranteed. The Securities have no stated dividend rate, and no dividend will be paid for some time until and unless cash is available and dividends are declared by the Company’s Board of Directors. Dividends can be payable in-kind or in U.S. Dollars, in the Company’s sole discretion. Future dividends, if any, will be determined by the Board of Directors and will be based upon the Company’s earnings, capital requirements, financial condition, and other factors deemed relevant by the Board of Directors. Investors should not buy the Securities if they need or expect to receive immediate dividends.
Risk 24.
Regulation of digital assets such as cryptocurrencies, blockchain technologies, and cryptocurrency exchanges is currently undeveloped and likely to rapidly evolve as government agencies take greater interest in them, varies significantly among international, federal, state and local jurisdictions and is subject to significant uncertainty. Various legislative and executive bodies in the United States and in other countries may in the future adopt laws, regulations, or guidance, or take other actions, which may severely impact the permissibility of the Company’s products and services generally and, in each case, the technology behind them or the means of transaction in or through them. Failure by the Company or certain users of the Company’s products and services to comply with any laws, rules and regulations, some of which may not exist yet or that are subject to interpretations that may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines.
Risk 25.
Cryptocurrency networks and distributed ledger technologies also face an uncertain regulatory landscape in many foreign jurisdictions such as the European Union, China and Russia. Various foreign jurisdictions may, in the near future, adopt laws, regulations or directives that affect the Company’s products and services. Such laws, regulations or directives may conflict with those of the United States or may directly and negatively impact the Company’s business. The effect of any future regulatory change is impossible to predict, but such change could be substantial and materially adverse to the adoption and value of the Company’s products and the financial performance of the Company.
Risk 26.
The further development and acceptance of blockchain networks, which are part of a new and rapidly changing industry, are subject to a high degree of uncertainty and a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of blockchain networks and blockchain assets would have an adverse material effect on the successful development and adoption of the Company’s products and services. The factors affecting the further development of the cryptocurrency industry, as well as blockchain networks, include, without limitation, (i) worldwide growth in the adoption and use of cryptocurrencies and other blockchain technologies; (ii) government and quasi-government regulation of cryptocurrencies and other blockchain assets and their use, or restrictions on or regulation of access to and operation of blockchain networks or similar systems; (iv) the maintenance and development of the open-source software protocol of cryptocurrency networks; (v) changes in consumer demographics and public tastes and preferences; (vi) the availability and popularity of other forms or methods of buying and selling goods and services, or trading assets including new means of using government-backed currencies or existing networks; (vii) general economic conditions and the regulatory environment relating to cryptocurrencies and other blockchain assets; and (viii) a decline in the popularity or acceptance of cryptocurrencies or other blockchain-based assets would adversely affect the Company’s results of operations.
Risk 27.
The blockchain and cryptocurrency industries as a whole have been characterized by rapid changes and innovations and are constantly evolving. Although they have experienced significant growth in recent years, the slowing or stopping of the development, general acceptance and adoption and usage of blockchain networks and blockchain assets may deter or delay the acceptance and adoption of the Company’s products and services.
Risk 28.
A decrease in the price of a single digital asset may cause volatility in the entire digital asset industry and may affect other digital assets including those that are used by the Company, its vendors and its customers. For example, a security breach that affects purchaser or user confidence in Bitcoin or Ether may affect the industry as a whole and may also cause the price of other digital assets to fluctuate. Such volatility in the price of digital assets may result in significant loss over a short period of time and negatively impact the Company’s operations and business prospects.