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Presidio Health, Inc.

“SaaS” Solution Improving Data Entry for Healthcare Providers

Up to $1,325,000

Min. investment – $5,000

Revenue Royalty Based Promissory Notes

An Alternative Debt Investment

investment overview video
(3 min watchtime)

  • Current income investment, with return tied to company sales growth
  • Established company, strong customer relations, growing sales pipeline
  • Healthcare IT solution provider

A software as a service (“SaaS”) healthcare solution that automatically converts patient-related electronic medical records (“EMR”) from “flat file” formats to data files for integration in billing processes. Presidio’s service replaces manual processes (high cost/error prone) with a scalable, lower cost and more precise data automation platform.

Why We Like This Company

Business Opportunity

Significantly improve healthcare billing processes
  • Capturing for billing purposes the many details of medical patient treatments is a major challenge within the healthcare industry. [recorded in the electronic medical record (EMR) as vital signs, complaints, physician activities, medications given, lab test orders, etc.]
  • Doctors and nurses typically transcribe medical visit treatments into their EMR system which then produces chart detail in a “flat file” format.
  • This report is then manually converted by billing offices into the data file formats used for processing associated billings and reimbursements.
  • This error-prone manual process requires many staff hours and results in an estimated 20.0% unrealized billings by the healthcare providers.

Presidio’s Solution

Replace manual medical bill coding with AI-based automation
  • Presidio Health, a healthcare IT SaaS company, replaces manual data extraction (low quality/high cost) with its AI (Artificial Intelligence) platform technology applications (scalable, high quality/low cost) including NLP (Natural Language Processing methods, RPA tools (Robotic Process Automation), and Predictive Analytics.
  • Presidio’s service results in a faster and more complete capture of all medical services provided and allowable billings by the healthcare provider.
  • Presidio is able to quickly integrate its software into a new client’s existing IT systems. The company contracts directly with healthcare companies, in particular providers of out-patient services, and with medical billing vendors.

AN INVESTMENT IN THE NOTES IS SPECULATIVE AND IS SUITABLE ONLY FOR PERSONS OF SUBSTANTIAL FINANCIAL MEANS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT AND HAVE NO NEED FOR LIQUIDITY IN THIS INVESTMENT.

NOTE: By registering with Carofin, Members have access to more extensive due diligence materials, additional private investment opportunities, and can proceed with making an investment.

Issuer

Presidio Health, Inc. (“Presidio” or the “Company”)

Founded in 2003, Presidio currently provides a proprietary patient billing SaaS healthcare IT solution to 31 clients within the U.S. outpatient market. 12-month trailing revenues were over $3.0 million.

Product

A turn-key healthcare data platform that manages patient billing processes from their arrival to the final bill repayment. The service optimizes all “pre-billing” processes through automation, directly lowering both the cost of charge code production as well as revenue capture through the downstream bill payment. It replaces high cost, low-quality manual data entry processes and revenue cycle services with a scalable, low cost and high-quality data management solution and, thereby, enables data driven decisions through better reporting and business intelligence.

Customers

Outpatient medical services (10% of the overall U.S. healthcare market). This includes hospital-based physician practices (Emergency Departments, Radiology, Pathology) and free-standing ERs, Urgent Care Centers and Physician groups.

Securities Offered

Royalty-based Loan (“Royalty Notes”)

Debt investment with current return and principal repayment tied to 3.0% of Presidio’s cash receipts until its maturity (12/15/2023) or until royalty payments to investors, in the aggregate, have reached 1.75 times the principal amount.

Potential Investment Return

19.1% potential IRR, based upon Company projections, with 1.75x projected by December 2023. These returns cannot be guaranteed.

Security Performance Description

Faster revenue growth by the Company retires the Note earlier and delivers a higher IRR, slower revenue growth results in a longer repayment time frame and a lower IRR for the investment. These returns cannot be guaranteed.

Positives

Leadership

Presidio is led by Doug Evans, a practicing emergency room physician for over 30 years, who understands the needs and intricacies of the healthcare revenue cycle. In addition, Tom Gregory, the Chief Technology Officer is a technologist with 30 years of experience designing, building and deploying creative, enterprise-caliber software systems.

Long Term Contracts

Presidio is transitioning to 3-year customer contracts further solidifying revenues.

Implementation and Sales Pipelines

The company projects to leverage its partner relationships to bolster its current sales strategy, its near-term pipeline consists of $2.7MM annual contract revenue with the total pipeline equaling nearly $69 MM.

AN INVESTMENT IN THE NOTES IS SPECULATIVE AND IS SUITABLE ONLY FOR PERSONS OF SUBSTANTIAL FINANCIAL MEANS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT AND HAVE NO NEED FOR LIQUIDITY IN THIS INVESTMENT.

Background

Founder and President Douglas Evans, MD, is a practicing Emergency Medicine physician, and has served as the CFO for his Emergency Medicine physician group in San Francisco for the past 20 years. He has directly experienced the frustrations and daily challenges of working in the antiquated healthcare industry, struggling with error-prone and siloed data to run his 85 physician group practice and pay his providers for their day-to-day work covering 24/7 Emergency Departments in the San Francisco Bay Area.

Incorporated in 2003, Presidio spent its early years developing core technologies by partnering with private physician practices to build out its proprietary platform, PerformMD TM ., This platform replaces manual, paper-based medical record tracking and physician performance management with automated electronic processes.

Dr. Evan’s goal for Presidio remains to build the best technology platform for capturing and managing clinical data and documents, enhancing physicians’ clinical quality and productivity while optimizing the reimbursement process for hospitals and providers.

Presidio’s Target Market

Presidio is targeting the $4.8B Natural Language Processing (NLP) market for medical record transformation into billing codes, more specifically the US outpatient physician visit market. The vast majority of the 1.6 billion US outpatient visits (2017) incorporates a highly manual, high cost and low-quality process before healthcare providers are paid for their services.

Market Advantage

Presidio has 13+ years experience delivering creative revenue cycle solutions to the US outpatient physician services market. The introduction of its NLP-driven (Natural language processing) data automation platform to a fragmented, mostly manual vendor market, sets Presidio apart from other companies (not technology) now servicing this marketplace. Presidio expects that with its technology and pricing advantages will disrupt and displace traditional competitors within this market over the next 3-5 years.

Product Suite

PerformMD™ optimizes clinical document management and professional coding with a proprietary computer-assisted coding tool utilizing robotic process automation (RPA), predictive analytics and natural language processing (NLP).

PerformPlatform™ integrates data from every patient visit, provider and facility easily managing one site or one hundred from a single view. Real-time operational visibility paired with performance analytics offer the ability to make informed, data-driven decisions with targeted action.

PerformCycle™ provides dashboards and a report panel which easily allows identification of critical areas of revenue leakage and inefficiencies.

Assumptions

In 2019, Presidio has projected it will acquire 3 new managed services sites and 1 new enterprise software sites. Managed services site growth will reach 45 by 2023 and enterprise software site growth will reach 48 by 2023. Growth is propelled by an initial $1.75MM raise in 2019 followed by an equity raise of $2.00MM in July 2020

  • Revenue is based on average/collections per visit, average visits per month and dollars per visit are based on historical averages. Data concerning these assumptions can be found in the data room/E) Financial Information/Company Prepared Financials/Historical Revenue Analysis
  • Client attrition is low in the early years as contracts lock customers for 3 years.

Costs reflect direct labor for the development of the Presidio product suite which includes developers, coding/auditing employees, third party costs and hosting costs per site. Expenses reflect existing overhead, sales & marketing expenses, third party software, and professional services.

Associated Risks

  • Sales growth is highly dependent on implementation of new sites
  • Continued platform development is required for the Presidio product to maintain its relevance in the marketplace.
  • To fund Presidio’s continued growth there is a need for additional capital
  • The company is reliant on the execution of key personnel

Please reference the Risk Factors specifically, C. Performance Related Risks & D. Reliance on Key Personnel.

A full version of this pro-forma financial model is available through carofin.com.

The preceding financial projections reflect the Company’s best estimated forecasts and are not guaranteed to be accurate. The timing of performance is estimated post-funding. These figures are forward-looking statements and reflect the Company’s views about various future events or expectations. These figures take into account known and unknown risks, uncertainties and other factors and assumptions which may cause the Company’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by this forward-looking financial projection. Please see the note on page 3 regarding forward-looking statements.

Douglas Evans MD, MPH
Founder & President
  • Founding owner, 16 years.
  • In 1998, helped found and organize a democratic Emergency Medicine physician group in San Francisco, CA. and became its CFO in 1999, running the group practice's finances, accounting, and revenue (billing) services for the next 20 years.
  • The San Francisco Emergency Medical Associates team has grown to 85 providers.
  • Active with the National American College of Emergency Physicians, as well as the California State ACEP chapter.
Tom Gregory
Chief Technology Officer
  • A technologist with over 30 years experience designing, building, and deploying creative, enterprise-caliber software systems.
  • Serial entrepreneur whose previous businesses have centered around delivering platform products integrating hotel and travel systems with airlines, car rental companies, and travel switches.
  • Co-author of 2 patented concepts, middleware for Repeatable Processes and Distributed Dispensers for Locking Objects that Don't Exist.
Carlie Richard
Vice President of Client Success
  • 15 years experience in operational and client management within the technology and healthcare business sectors.
  • During her tenure at Neighbors Health she successfully managed several operational turnaround projects at multiple emergency room facilities stabilizing patient intake and medical coding through the deployment of Presidio's very own Perform Platform.
Jack D. Holt
Vice President of Sales and Business Development
  • 20 years of healthcare experience in both the acute care and physician practice settings.
  • Over the course of his career, Jack has successfully sold and managed numerous large-scale contracts with clients such as US Acute Care, Community Health Systems, the United Kingdom National Health Service, and the city of New York City Health and Hospitals System.

Securities Offered

Up to $1,325,000 Unsecured, revenue royalty-based promissory notes (the “Notes” or the “Loan”) issued by Presidio Health, Inc.

Repayment Amount

1.75 times the original loan amount.

Royalty Rate

3.0% of Gross Sales. This royalty is not an interest rate and there is no accrual as there would be in a traditionally structured loan.

Timing of Payments

Payments will be made quarterly based on gross cash receipts per quarter multiplied by the Royalty Rate.

Maturity Date

Any amount remaining of the Repayment Amount shall be due on or before December 15, 2023.

Right of First Refusal

For all Royalty Note holders, the company hereby grants, as a collective unit, the right of first refusal to purchase up to the investment amount in shares which the company may, from time to time, propose to sell and issue after the date of this agreement.

Fees & Expenses

A fee equaling 5.0% of any Notes issued in the Offering will be paid by the Borrower as a placement fee to Carolina Financial Securities, LLC (CFS, which is 75% owned by CFG) for acting as exclusive Placement Agent for the Offering. CFS shall be granted the right to purchase common equity warrants in the amount equaling one percent (1.0%), on a fully diluted, as converted, basis of the ownership interest of Presidio Health, Inc., for every one million dollars ($1,000,000) raised in a Financing Transaction involving debt alternative securities. CFS may share up to 50% of its fees and warrants with Carofin, LLC, an affiliated Broker-Dealer, for its assistance in the placement of the Offering.

How this Royalty Note Works

This investment is an unsecured term loan repays 1.75 times the original investment amount on or before its December 15, 2023 Maturity Date. The rate of return realized by investors will be based upon:

  • A royalty payment to investors equaling 3.0% of Presidio’s cash receipts as they are received by the Company, paid quarterly.
  • Total Royalty payments made to investors are capped at 1.75 times the original investment amount. This represents a capped return on investment. There is no fixed schedule for repayment of principal.
  • If 1.75 times the original investment amount has not already been received by investors upon the maturity date, the Company is obligated to pay investors any amounts necessary to reach 1.75 times the original investment amount. In other words, the full capped amount set for the Royalty Note when it is issued must be satisfied at maturity.

Implementation Pipeline

  • Sites 1 - 3 below are existing clients of Caduceus, for which Caduceus has entered into a Master Agreement to implement Presidio’s platform according to the schedule below. The timing of each site’s implementation plan is now being finalized.
  • Presidio has already implemented and trained Caduceus’s staff on use of its software for the first (very successful proof of concept Site 1) and Caduceus will be responsible for conducting any additional training of those Caduceus employees required for future new site implementations on this schedule.

Sales Pipeline

  • Actual names of Presidio’s clients are identified in the internal due diligence materials may be made available to investors registered with Carofin given company approval.

Annualized Incremental Sales

NOTE: Athena Health Channel Assumes 12.0% of Total Athena Health Channel Sales Pipeline Imagine Software Pipeline Assumes 5.0% of Total Imagine Software Pipeline Direct Sales Pipeline Assumes 5.0% of Total Direct Sales Pipeline

  1. Blue - Average of May-July Revenues multiplied by 12 to achieve $3.12mm in annualized revenues (Conservative)
  2. Light Blue - Caduceus, will add an additional $2.71mm of annualized revenue
  3. Tan - Discounted pipeline, adds a percentage of historical pipeline closure to add $9.60mm to annualized revenues

The preceding financial projections reflect the Company’s best estimated forecasts and are not guaranteed to be accurate. The timing of performance is estimated post-funding. These figures are forward-looking statements and reflect the Company’s views about various future events or expectations. These figures take into account known and unknown risks, uncertainties and other factors and assumptions which may cause the Company’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by this forward-looking financial projection. Please see the note on page 3 regarding forward-looking statements.

Associated Risks

  • The company is dependent on third parties for the execution of their implementation schedule
  • The company has some dependence on third party sales partners for sales growth

AN INVESTMENT IN THE NOTES IS SPECULATIVE AND IS SUITABLE ONLY FOR PERSONS OF SUBSTANTIAL FINANCIAL MEANS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT AND HAVE NO NEED FOR LIQUIDITY IN THIS INVESTMENT. AN INVESTMENT IN THE SECURITIES OFFERED HEREIN SHOULD NOT BE A MAJOR PART OF YOUR INVESTMENT PORTFOLIO. YOU SHOULD REVIEW THE RISKS OF THIS INVESTMENT WITH YOUR LEGAL OR FINANCIAL ADVISORS.

THIS OFFERING INVOLVES SUBSTANTIAL RISKS. THESE RISKS INCLUDE, BY WAY OF ILLUSTRATION AND NOT LIMITATION, THE FOLLOWING: RISKS ASSOCIATED WITH THE FACT THAT THE MEMBERS WILL NOT HAVE THE RIGHT TO VOTE ON OR APPROVE MOST DECISIONS REGARDING THE BUSINESS AND, AS SUCH, WILL NOT BE IN CONTROL OF THEIR INVESTMENTS IN NOTES OF THE COMPANY AND THE BUSINESS; AND THE OPERATION OF THE COMPANY INVOLVES TRANSACTIONS BETWEEN THE COMPANY, THE MANAGER, AND THE OWNER WHICH MAY INVOLVE CONFLICTS OF INTEREST.

THE NOTES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM, AND WITH THE PRIOR CONSENT OF THE MANAGER, WHICH CONSENT MAY BE WITHHELD IN THE MANAGER’S SOLE DISCRETION. PROSPECTIVE INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

SOME OF THE INFORMATION IN THIS PRESENTATION MAY CONTAIN “FORWARD-LOOKING” STATEMENTS. YOU CAN IDENTIFY SUCH STATEMENTS BY THE USE OF FORWARD-LOOKING WORDS SUCH AS “MAY,” “ANTICIPATE,” “ESTIMATE,” “COULD,” “SHOULD,” “WOULD,” “EXPECT,” “BELIEVE,” “WILL,” “PLAN,” “INTEND,” “PROJECT,” “PREDICT,” “POTENTIAL” OR OTHER SIMILAR WORDS. THESE TYPES OF STATEMENTS DISCUSS FUTURE EXPECTATIONS OR CONTAIN PROJECTIONS OR ESTIMATES WHICH MAY OR MAY NOT HAPPEN AS PROJECTED HEREIN. WHEN CONSIDERING SUCH FORWARD-LOOKING STATEMENTS, YOU SHOULD KEEP IN MIND THE RISK FACTORS LISTED BELOW, WHICH COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN ANY FORWARD-LOOKING STATEMENT.

YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN CONJUNCTION WITH THE OTHER INFORMATION ABOUT THE NOTES BEFORE PARTICIPATING IN THIS OFFERING. THE RISKS DISCUSSED IN THIS PRESENTATION CAN ADVERSELY AFFECT THE COMPANY’S OPERATION, OPERATING RESULTS, FINANCIAL CONDITION AND PROSPECTS FOR SUCCESS. THIS COULD CAUSE THE VALUE OF THE SECURITIES OFFERED HEREIN TO DECLINE AND COULD CAUSE YOU TO LOSE PART OR ALL OF YOU INVESTMENT. THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY ONES THE COMPANY FACES BUT DO REPRESENT THOSE RISKS AND UNCERTAINTIES KNOWN TO THE COMPANY AND THAT THE COMPANY BELIEVES ARE MATERIAL TO THE COMPANY’S FUTURE OPERATING PERFORMANCE.

A. Investment Related Risks

Speculative Investment

The Loan being offered should be considered a speculative investment. The ability of the Borrower to achieve its objectives may be determined by factors beyond its control that cannot be predicted at this time. Consequently, there can be no assurance that the Borrower’s efforts to continue its business operations will prove to be sufficient to enable the Borrower to generate the funds required to repay the Loan. Anyone investing in the Loan should do so only if they are financially able to sustain the loss of their entire investment and should recognize that such a possibility exists.

Credit Risk

A fundamental risk relating to all debt financings and this royalty financing in particular is a chance that the Company will fail to make a royalty payment if and when due and that the Company does not perform on the loan contract terms that have been provided to the Investors. Borrowers with higher credit risks typically offer higher yields for this added risk, such as the Company. Changes in financial conditions of the Company and reduction in the volume of material sales, increased competition, changes in economic and political conditions in general, changes in economic and/or political conditions specific to the Company, and changes in the conditions affecting the general market in which the Company operates are factors that may have an adverse impact on the Company’s credit quality.

No Secondary Market for the Borrower’s Loans

As this Loan is a private transaction, there is currently no public market for the Borrower’s Loans being offered herein. This Loan is not a publicly registered security and will have no secondary sale liquidity.

Refinancing of the Loan

This Loan is scheduled for repayment on December, 2023. It may be necessary for the Borrower to meet the projected principal redemption through the issuance of additional debt or equity securities. If the Borrower is unable to successfully raise additional capital, this may have an adverse impact on the timely redemption of the Loan.

B. Industry Related Risks

Competition

The software industry in which Presidio participates is intensely competitive, and if Presidio does not compete effectively, operating results could be harmed. Large, well-established, enterprise application software vendors may choose to enter Presidio’s market and compete with them. In the future, a competitor offering bundled software packages could include a free service similar to Presidio’s as part of its standard offerings or may offer a free standalone version of a service similar to theirs.

Consolidation

Many healthcare industry participants are consolidating to create integrated healthcare delivery systems with greater market power. As provider networks and managed care organizations consolidate, thus decreasing the number of market participants, competition to provide products and services like the Company’s will become more intense, and the importance of establishing relationships with key industry participants will become greater. These industry participants may try to use their market power to negotiate price reductions for the Company’s products and services.

Cyber Security

The company’s services involve the storage and transmission of customers’ proprietary information and protected health, financial, payment and other personal information of patients. The company relies on proprietary and commercially available systems, software, tools and monitoring, as well as other processes, to provide security for processing, transmission and storage of such information. Due to the sensitivity of this information, the effectiveness of such security efforts is very important. If the company’s security measures are breached or fail as a result of third-party action, employee error, malfeasance or otherwise, someone may be able to obtain unauthorized access to customer or patient data.

C. Performance Related Risks

Possibility of Material Differences between Actual and Projected Results

The financial projections contained in this Summary Offering Material and any supplements thereto were prepared by management of the Company and represent the Company’s estimated results of operations. These financial projections are based upon a number of estimates and assumptions regarding future events. Some or all of the assumptions upon which the Company is basing its projections may prove to be inaccurate. The Company’s financial projections are dependent on the successful implementation of management’s operating strategies and are based on assumptions and events over which the Company only has partial or no control. The assumptions underlying such projected information require the exercise of judgment, and the projections are subject to uncertainty due to, among other factors, the effects that economic, business, competitive, legislative, political or other changes, as well as the risk factors identified in this Summary Offering Material might have on future events. Changes in the facts or circumstances underlying such assumptions could materially affect the projections. Accordingly, there can be no assurances that the Company will operate in accordance with such projections. Actual results for any period may be substantially less attractive for the Company than the projections indicate.

Need for Additional Capital

No assurance can be given that the Company will be able to conduct its operations without incurring costs in excess of those estimated. If the revenues generated from the Company’s operations are insufficient to satisfy the Company’s operating costs, the Company may seek to sell additional equity or secure debt financing. The sale of additional equity may result in dilution to the Company’s shareholders, and debt financing, if available, may include restrictive covenants that could restrict the Company’s operations and finances. There can be no assurance that additional capital will be available in amounts or on terms acceptable to the Company, if at all. The inability to raise funds on acceptable terms would negatively affect the Company’s business, operating results and financial condition, and may cause the Company to become insolvent or discontinue operations.

Negative Changes in Economic Conditions

Any negative changes in economic conditions, significant price decreases especially in management fees, deflation or adverse events related to real estate industry could harm and have a material adverse effect on the Company’s business.

Product Performance

Interruptions or performance problems associated with the Company’s software solutions, platform and technology may adversely affect their business and operating results. Presidio may in the future experience disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors, capacity constraints due to an overwhelming number of users accessing their platform simultaneously, denial of service attacks, or other security related incidents. In some instances, Presidio may not be able to identify the cause or causes of these performance problems within an acceptable period of time. If their platform is unavailable or if the company’s users are unable to access it within a reasonable amount of time or at all, their business could be harmed.

Sales Capability

Failure to effectively develop sales capabilities could harm the Company’s ability to increase their customer base. Increasing their customer base and sales will depend, to a significant extent, on their ability to develop their sales and marketing operations and activities. The Company will be substantially dependent on their direct sales force and partners to obtain new customers. Presidio believes that there is significant competition for experienced sales professionals with the sales skills and technical knowledge that they require. Their ability to achieve significant revenue growth in the future will depend, in part, on their success in recruiting, training and retaining a sufficient number of experienced sales professionals.i

D. Personnel Risks

Management of the Company

The Investors will have limited ability to participate in any manner in the management of the Company or its day-to-day decisions.

Reliance on Key Personnel

The Company’s success is, to a large degree, dependent upon the expertise, experience and contacts of Doug Evans and other management of the Company. The Company could be adversely affected if any of these managers cease to be active in the Company’s management. The success of the Company also depends on its ability to retain and continue to attract qualified personnel. There can be no assurance that the Company will be able to attract and retain qualified employees on acceptable terms. If the Company experiences significant growth, it may become increasingly difficult to hire, train and assimilate the new employees necessary to support such growth. The Company’s inability to retain and attract key employees could adversely affect its business, operating results, relationships with customers and financial condition.i

Potential Conflict of Interest - Outstanding Debt

John Kern, registered with Carofin, the placement agent for this offering, currently owns a convertible promissory note issued by Presidio Health, Inc., with the initial principal value of these notes totaling $214,750.68.

E. Regulatory, Governmental & Legal Risks

Availability of Information

The Company is not subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Therefore, members may not have access to information that they would have if the investment were made in a publicly held company whose offering was issued under the Exchange Act, and the reporting regulations provided by the Exchange Act. In addition, while the Company may commit to provide periodic reporting post-closure updating financial and operating performance or developments specific to material events, there can be no assurance that this information will be delivered in a timely manner.

Change in Regulatory or Legal Environment

To the extent there is a change in the legal or regulatory framework in the location where the Company operates as well as the health and agricultural authorities, there is the possibility that the Company’s business or financial conditions could be negatively impacted.

Future Federal Income Tax Legislation and Regulations

No assurance can be given that the current Congress or any future Congress will not enact federal income tax legislation that could adversely affect the tax consequences of participating in the Offering.

Lack of Rulings and Opinions; Possibility of IRS Challenge of Borrower Tax Positions

The Borrower has not requested and will not request any tax ruling from the IRS regarding the tax consequences of the Borrower’s activities. Accordingly, there is no certainty as to the tax consequences of participating in the Loan. The Borrower has not sought or obtained a legal opinion with respect to the tax treatment of the offering proceeds or issuance of the Loan. Accordingly, Lenders are urged to consult your own tax advisor with respect to the federal and state tax consequences arising from participation in this Offering.

Legal Proceedings

Although the Company currently is not a defendant in any material legal proceedings, any of the Company’s operations, activities, employees or agents could subject the Company to legal claims and proceedings. Any such claims or proceedings, whether with or without merit, could result in costly litigation, fines, judgments or settlements and could require the Company to modify or cease operation of the Company’s facilities, any of which could have a material adverse effect on the Company’s business, results of operations and financial condition.

F. Other Risks

Reliance on Certain Aspects of the Offering

Potential investors should not rely exclusively on one aspect of the security structure, such as the debt service capacity of the Company when making an investment decision on whether or not to participate in this Offering.

Unforeseen Risks

In addition to the above risks, businesses are often subject to risks not foreseen or fully appreciated by management. Prospective investors reviewing this Term Sheet should keep in mind other possible risks that could be important to the success of their investment in the loan.

Due Diligence Materials

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Important Disclosures

These securities have not been registered with the Securities and Exchange Commission (the “SEC” or the “Commission”), or with any state securities commission or any other regulatory authority. The securities are being offered in reliance upon Rule 506(c) of Regulation D and cannot be resold unless the securities are subsequently registered under such laws or unless an exemption from registration is available. Neither the SEC nor any other agency has passed on, recommended or endorsed the merits of this offering (this “Offering”) or the accuracy or adequacy of this webpage (the “Offering Package”). Any representation to the contrary is unlawful.

These securities are offered through Carolina Financial Securities, LLC and Carofin, LLC, Members of FINRA/SIPC. Carolina Financial Securities is an affiliate of Carofin and both Broker-Dealers are affiliates of Carolina Financial Group, LLC. Documents have been prepared by Carolina Financial Securities and have been reviewed and approvedby the management of Presidio Health, Inc.(the “Issuer” or the “Company”). The information contained herein has not been independently verified and is dependent on information provided by Presidio Health, Inc.,to Carolina Financial Securities, LLC.

Theinformation contained herein is for informational purposes only and is not intended for further distribution. The information does not constitute a complete description of any investment or investment performance. This document is in no way a solicitationnor is it an offer to sell securities nor is it advice or recommendation regarding any investment. The information is not directed to any person who is not believed to qualify under the definition of an Accredited Investor under the rules of Regulation D of the 1933 Securities and Exchange Act. No security listed in this document or otherwise offered through Carolina Financial Securities, LLC or Carofin, LLC may be purchased without prior receipt of a complete Private Placement Memorandum or other officialoffer to sell.

The Company will not offer, sell or issue any Notes in any jurisdiction where it is unlawful to do so or where laws, rules, regulations or orders would require the Company, in its sole discretion, to incur costs, obligations or time delays disproportionate to the net proceeds the Company will realize from such offers, sales or issuances. Neither this Offering Package nor any subscription agreement shall constitute an offer to sell or a solicitation of an offer to purchase any Notes in anyjurisdiction in which such transactions would be unlawful.

Private placements are high risk and illiquid investments. As with other investments, you can lose some or all of your investment. Nothing in this document should be interpreted to state or imply that past results indicate future performance, nor should it be interpreted that FINRA, the SEC or any other securities regulator approves of any of these securities. Additionally, there are no warranties expressed or implied as to accuracy, completeness, or results obtained from any information provided in this document. Investing in private securities transactions bears risk, in part due to the following factors: there is no secondary market for the securities; there is credit risk; where there is collateral as security for the investment, its value may be impaired if it is sold. Please see the Private Placement Memorandum (PPM), and the complete list of contents of this Offering Package for a more detailed explanation of the securities Summary of Terms, Investor Suitability Standards, Confidentiality, Securities Matters and Risk Factors.

Caution Regarding Forward-Looking Statements

Certain statements onthis webpagemay be “Forward-looking” in that they do not discuss historical facts but instead note future expectations, projections, intentions, or other items relating to the future. We caution you to be aware of the speculative nature of forward-looking statements as these statements are not guarantees of performance or results.

Forward-looking statements, which are generally prefaced by the words “may,” “anticipate,” “estimate,” “could,” “should,” “would,” “expect,” “believe,” “will,” “plan,” “project,” “intend,” and similar terms, are subject to known and unknown risks, uncertainties and other facts that may cause our actual results or performance to differ materially from those contemplated by the forward-looking statements.

Although these forward-looking statements reflect our good faith belief based on current expectations, estimates and projections about, among other things, the industry and the markets in which we operate, they are not guarantees of future performance. Whether actual results will conform to our expectations and predictions is subject to several known and unknown risks and uncertainties, including risks and uncertainties discussed onthis webpage.

Consequently, all the forward-looking statements made onthiswebpageare qualified by these cautionary statements and there can be no assurance that the actual results anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us or our business or operations. Risks, uncertainties, and factors that could cause actual results to differ materially from those projected are discussed in the “Risk Factors” section of this Webpage. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Considering these risks, uncertainties, and assumptions, the forward-looking events discussed on this webpagemight not occur.

Internal Rate of Return Considerations

Internal Rate of Return (IRR) is the discount rate at which the net present value of costs of the investment equals the net present value of the potential benefits of the investment. The formula for IRR is:

Where:
T = Holding Period
t = Each period
CFt = Cash Flow for each period
IRR = Internal Rate of Return

Although the Company’s projections are created from historical financial figures and expected growth, IRR projections are “forward-looking” in that theyconsider future expectations, projections, intentions, or other items relating to the future. We caution you to be aware of the speculative nature of forward-looking statements as these statements are not guarantees of performance or results. A higher IRR usually represents higher risk.

While IRR projections represent the Company’s good faith beliefs based on its current expectations, estimates and projections about, among other things, the industry and the markets in which the Company operates, they are not guarantees of future performance. Whether actual results will conform to the Company’s expectations and predictions is subject to a number of known and unknown risks and uncertainties, including risks and uncertainties discussed in the “Summary Risk Factors” on page 51. There can be no assurance that the actual results anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company’s business or operations.

OFFERING TEAM

Jerry Connolly

Ashley Losch

8% FUNDED

Securities offered through Carolina Financial Securities, LLC and Carofin, LLC, Members FINRA/SIPC. Carolina Financial Securities is an affiliate of Carofin and both Broker-Dealers are affiliates of Carolina Financial Group, LLC. This site is published for residents of the United States only. Representatives may only conduct business with residents of the states and jurisdictions in which they are properly registered. Therefore, a response to a request for information may be delayed until appropriate registration is obtained or exemption from registration is determined. Not all services referenced on this site are available in every state and through every advisor listed. For additional information, please contact Craig Gilmore at 828.393.0088 x 520 and/or cgilmore@carofin.com

The information contained herein is for informational purposes only and is not intended for further distribution. The information does not constitute a complete description of any investment or investment performance. The presentation is in no way a solicitation nor is it an offer to sell securities nor is it advice or recommendation regarding any investment. The information is not directed to any person who is not believed to qualify under the definition of an Accredited Investor under the rules of Regulation D of the 1933 Securities and Exchange Act. No security listed in this presentation or otherwise offered through Carolina Financial Securities, LLC or Carofin, LLC may be purchased without prior receipt of a complete Private Placement Memorandum or other official offers of sale. Carolina Financial Securities and Carofin only offer one type of alternative investment, those sold as private placements.

Private placements are high risk and illiquid investments. As with other investments, you can lose some or all of your investment. Nothing on this website should be interpreted to state or imply that past results are an indication of future performance nor should it be interpreted that FINRA, the SEC or any other securities regulator approves of any of these securities. Additionally, there are no warranties expressed or implied as to accuracy, completeness, or results obtained from any information provided on this website. Investing in private securities transactions bears risk, in part due to the following factors: there is no secondary market for the securities; there is credit risk; where there is collateral as security for the investment, its value may be impaired if it is sold.