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Thynk Health, LLC

Up to $2,800,000

Min. Direct Investment - $100,000

8.0% Series A Preferred Stock

Pre-Money Valuation $10,000,000

  • Thynk Health’s SAAS platform enhances lung cancer diagnosis by identifying incidental findings, streamlining the patient follow up cycle, and providing analytical tools for hospitals.

  • Hospitals reported a 200% increase in lung screenings after implementing Thynk Health.

  • Current commitments of $1.55M in annual recurring revenue (ARR) from regional health systems with an additional $1.7M of ARR in outstanding proposals.

  • Led by CEO Jeff Timbrook, a 20-year veteran of the healthcare IT industry, former CEO of Acuo Technologies, and co-founder and Sr. VP of Sales at Emageon.

Thynk Health, LLC, (the “Issuer” or “The Company”) is issuing up to $2,800,000 in participating preferred shares (the “Equity”, or the “Security”) to support sales, engineering, marketing, and administration initiatives.

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

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Value Proposition

Business Opportunity

Lung cancer screening programs plagued with inefficiencies.

  • The manual, human entry of patient data was taking too long and was prone to error resulting in inaccurate and incomplete information.

  • This process was so time-consuming, that patient follow-ups and addressing incidental findings were being neglected.

  • This caused at-risk, eligible patients to go unscreened simply because there was not enough capacity, or they had fallen through the cracks of a complex and overburdened system.

Thynk Health Solution

Natural language processing (NLP) and artificial intelligence (AI) technology to automate the data entry and data collection processes.

  • Thynk Health is a cloud-based SaaS platform for lung cancer screening and incidental findings management that integrates hospital data, optimizes data-driven workflows, and provides operational and clinical analytics for hospitals.

  • Thynk Health leverages proven deep learning algorithms and clinical reporting expertise for the efficient building of customized NLP pipelines allowing for efficient automation in its applications.

  • Thynk Health lowers time spent tracking and reporting screenings from 20 minutes to as little as 5 seconds.

  • Thynk Health streamlines patient tracking by automating incidental findings, missed appointments, overdue follow-ups, and diagnostic procedures to lower the number of patients left behind.

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Investment Considerations

1) Purpose of the Financing

  • The proceeds will be used for 1) sales and marketing progression, 2) engineering advancements, 3) administration initiatives and fees associated with the issuance of securities.

2) Issuer – Thynk Health, LLC (Thynk Health)

  • Provider of a platform that optimizes data-driven workflows and provides operational and clinical analytics for lung cancer screening programs and other quality initiatives.

  • Founded in 2015 by Dr. Kevin Croce who is the acting director of lung cancer screening and former director of breast cancer screening for a regional healthcare organization.

  • Thynk Health is fighting lung cancer by working with healthcare organizations and communities to disrupt outdated, burdensome lung cancer screening processes and remove barriers standing between patients and treatment.

3) Security Description – Series A Preferred Interests

  • The Series A Preferred will carry an annual 8% cumulative dividend payable upon a liquidation or redemption. For any other dividends or distributions, participation with Common Units on an as-converted basis.

  • Offering Amount - up to $2,800,000 - The effective pre-money valuation for this offering is $10,000,000. The implied post-money valuation if the Offering is fully funded is $12,800,000, representing up to 21.875% of the Company’s fully diluted, as converted ownership.

4) Repayment

  • Potential capital gain following the sale of the Company, IPO, or recapitalization. These returns cannot be guaranteed.

5) Investment Risks

  • Competition from other software providers and related enhancements to their product offerings.

  • Ongoing success in the marketing, implementation, and support of the company’s software suite.

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Company Information

In 2015, a team of radiologists acted on their frustrations with the inefficiencies surrounding lung cancer screening. Practicing in Kentucky, an area with the highest rate of lung cancer in the nation, they saw lives cut short too often due to a lack of data management. The manual, human entry of patient data was taking too long and was prone to error resulting in inaccurate and incomplete information. This caused at-risk, eligible patients to go unscreened simply because there was not enough capacity, or they had fallen through the cracks of a complex and overburdened system.

One major issue the team focused on was correcting the process of lung cancer screening programs data quality and reporting, which often required staffing several people to manually read patient records from disparate sources and re-enter it into data registries. This process was so time-consuming, that patient follow-ups and addressing incidental findings were being neglected. They knew they would need to completely automate the data abstraction process so that healthcare professionals could focus on patient care and outcomes rather than on databases.

As a result, they partnered with a team of engineers and began working on structured reporting using natural language processing technology. Realizing how difficult it can be to change a process, they focused on extracting and analyzing data being input into existing workflows that providers are comfortable with. Today, the Thynk Health platform uses natural language processing and artificial intelligence to automate the data entry and data collection processes, thus improving the efficiency and effectiveness of lung cancer screening programs at hospital systems around the nation, helping more hospitals screen, diagnose and treat more at-risk patients.

Thynk Pillars

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Product Overview

  • Thynk Health’s Lung Module integrates with existing hospital systems (EHR, DICOM, PACS, etc.) to extract data from patient health records and flags patients at a higher risk of lung cancer for screenings.

  • Thynk Health’s data automation removes the information bottleneck that accompanies manual data entry and inhibits program growth, allowing programs to scale up without increasing manpower and overhead.

  • Add-on modules available with such as incidental pulmonary nodule tracking and finding without additional implementation required.

  • Simple dashboard: automated, customizable, ACR standard reports (quarterly & monthly), screening summary, and highlighted eligible patients & lung cancer screenings ordered.

Dashboard

Dashboard

The dashboard is a snapshot of how the Lung Cancer Screening Clinic and Pulmonary Clinic are doing while also pointing out important actionable items. These include patients that are overdue for a follow-up, number of submissions that need reviewed, and patients that Thynk Health found with pulmonary nodules that need a follow-up according to the Fleischner criteria.

ACR Standard Submissions

ACR Standard Submissions

For each patient that receives a Lung Cancer Screening, a navigator must submit up to 35+ data elements to the ACR for reimbursement. Thynk Health automatically gathers ALL required fields for each patient for the navigator to review. This ability saves the navigator between 15 and 25 minutes per patient screened. With the average size client screening 250 patients a month, about 25 weeks of full-time work is saved allowing the navigator to focus on the patient to increase quality of care and to engage with primary care physicians. This perpetuates growth and in turn also increases revenue for the hospital. Studies show an average downstream revenue of $817 per patient screened.

Nodule Reports by Patient

Nodule Reports

Roughly 9% of all CT’s performed at an institution contain a pulmonary nodule. With the average size hospital doing ~75,000 CT’s a year, that’s ~6,750 pulmonary nodules. Thynk Health’s AI software scans all radiology reports and extracts all information pertinent for the continued care of the patient including size, characteristics, location, sublocation, etc. of the pulmonary nodule. Thynk Health places each of these patients in different dashboards based on need of care allowing a navigator to refer them to a clinic or set reminders for the appropriate time to follow-up.

Incidental Findings

Incidental findings are previously undiagnosed medical or psychiatric conditions that are discovered unintentionally and during evaluation for a medical or psychiatric condition. Thynk Health’s platform allows its customers to identify, categorize, and report on incidental findings beyond the scope of Lung Cancer: Incidental Findings Chart Thynk Health’s Nodule Nav solution processes radiology reports and identifies entities (the finding, location, and size) and the relationship of the entities in the report. Through the combination of an expert logic layer as well as an RNN (recurrent neural network) layer the software drives accuracy to levels above the industry standard.

The clinical team can automatically track nodule changes within each appointment, flag nodules for follow-up, and recommend next steps (customized to your healthcare system’s policies). This can improve follow-up adherence for LDCT (low-dose CT scans) from 30% to near 80%. Business Intelligence

ROI for All Clinical Use Cases

The average sized hospital preforms approximately 60,000 CT scans per year, which are not limited to lung cancer screenings. The Thynk Health solution can be used to track incidental findings in each of the procedures listed in the table below. Clinical Use

Product Comparison

Comparison Graph Thynk Health’s Value Proposition:

  • Deep Machine Learning and NLP technology tracks all solid organ incidental findings (AI)
  • SaaS cloud-based installation
  • Epic App Orchard integration
  • Automated and configurable communication to patients and providers

Market Overview

Lung Cancer Screenings

  • Lung cancer leads cancer deaths in the U.S. with an estimated 135,000 deaths in 2020 mostly due to late-stage diagnosis.

  • Under new recommendations from the U.S. Preventative Services Task Force, 14.5 million Americans are eligible for lung cancer screenings, an increase of 6.4 million.

  • An estimated 6 to 18%, or 13.6 to 11.9 million, of qualified patients have taken advantage of screenings thus far.

Who should be screened?

  • Have a 20 pack-year or more smoking history, and
  • Smoke now or have quit within the past 15 years, and
  • Are between 50 and 80 years old.

Screening Infographic *Note: the infographic above was created before guidelines were amended in March 2021. 

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Management Team

Jeff Timbrook
CEO
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Joey Bargo, MD
Chief Product Officer
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Kevin Croce, MD
Co-Founder
More Info
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Financial Overview

Thynk Financials

Model Assumptions:

  • 2021 assumptions based on current signed contracts and pipeline.

  • 2022 and beyond based upon perceived onboarding timelines and predetermined number of signed contracts per year.

Associated risks:

  • Competition from other software providers and related enhancements to their product offerings.
  • Ongoing success in the marketing, implementation, and support of the company’s software suite.

*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 regarding forward-looking statements. A full version of this pro-forma financial model is available through carofin.com

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Security Terms

Carofin, LLC (“Carofin”) is offering up to $2,800,000 of Series A-3 Participating Preferred Units (the “Offering”, “Securities” or the “Series A Preferred”) by Thynk Health, LLC. (“Thynk Health” the “Company” or the “Issuer”). Proceeds from this Offering will be used for (i) sales and marketing progression, (ii) engineering advancements, and (iii) administration initiatives and fees associated with the issuance and sale of the Securities.

The Offering

Issuer

Thynk Health, LLC (“” the “Company” or the “Issuer”), a SAAS platform enhancing lung cancer diagnosis by identifying incidental findings, streamlining the patient follow-up cycle, and providing analytical tools for hospitals.

Securities Offered

Series A Participating Preferred Units (the “Offering”, “Securities” or the “Series A Preferred”) of the Issuer, offered privately in accordance with S.E.C. Regulation D, Rule 506(c).

Offering Amount

Up to $2,800,000. $1,600,000 remains available as of the date of this document.

Pre-Money Valuation

The effective pre-money valuation for this offering is $10,000,000. The implied post-money valuation is $12,800,000, with the Series A Preferred ownership representing 21.875% of the Company on a fully diluted basis. Please see the Pro-Forma Capitalization Table enclosed herewith.

Unit Price & Number of Units Offered

The Company has authorized up to 166,632 Series A Preferred membership unit. The price will be determined by dividing the Company’s Pre-Money Valuation by its fully diluted, as-converted capitalization, including the 10% incentive pool and warrants exercisable by CFS (See “Fees and Expenses”)

Investor Qualification

All Investors in the Series A Preferred (the “Series A Investors”) must qualify as an “Accredited Investor” as defined within Regulation D, Rule 501 as promulgated by the U.S. Securities Exchange Commission

Investment Objective

To generate capital gains for Investors.

Minimum Subscription Amount

The minimum subscription amount for an investor to directly invest in the Offering will be $100,000, subject to exception by the Company. Investors wishing to subscribe for less than $100,000 will purchase membership units of Thynk Funding, LLC, a special purpose vehicle managed by Carolina Financial Group, LLC (See “SPV Investment”)

Offering Period

The Offering will expire on July 31, 2021 subject to extension by the Company at its sole discretion

Terms of the Security

Dividends

The Series A Preferred will carry an annual 8.00% cumulative dividend which shall accrue until paid.

Liquidation Preference

In the event of any liquidation, dissolution or winding up of the Company, the proceeds shall be paid as follows:

First, pay one times the Original Purchase Price (as defined in the Company’s Operating Agreement), plus accrued but unpaid dividends on each unit of Series A Preferred.

Thereafter, the Series A Preferred units participate with the common units of the Company pro rata on an as-converted basis.

A merger or consolidation (other than one in which members of the Company own a majority by voting power of the outstanding shares/units of the surviving or acquiring entity) and a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company will be treated as a liquidation event (a “Deemed Liquidation Event”), thereby triggering payment of the liquidation preferences described above unless the holders of a majority of the Series A Preferred elect otherwise. The Series A Investors’ entitlement to their liquidation preference shall not be abrogated or diminished in the event part of the consideration is subject to escrow in connection with a Deemed Liquidation Event.

Optional conversion

The Series A Preferred initially convert 1:1 to common units at any time at the option of the holder, subject to adjustments for unit distributions, splits, combinations and similar events, and as described herein under “Anti-dilution Provisions”.

Mandatory Conversion

The Series A Preferred shall automatically convert into common units of the Company at the then applicable conversion rate in the event of (i) the closing of a firm commitment underwritten public offering with a price of five times the Original Purchase Price (subject to adjustment for stock dividends, splits, combinations and similar events) and gross proceeds to the Company of not less than $50,000,000 (a “QPO”) or (ii) upon the written consent of the holders of a majority of the Series A Preferred.

Anti-Dilution Provisions

Broad based weighted average anti-dilution protection against additional equity being issued or options granted at a value lower than that implied at the time of the Series A Preferred closing. This anti-dilution protection does not apply to (i) securities issuable upon conversion of any of the Series A Preferred, or as a dividend or distribution on the Series A Preferred; (ii) securities issued upon the conversion of any debenture, warrant, option, or other convertible security; (iii) common units issuable upon a unit split, unit distribution, or any subdivision of common units; and (iv) common units (or options to purchase such common units) issued or issuable to employees or managers of, or consultants to, the Company pursuant to any plan approved by the Company’s Board of Managers, including at least one Series A Manager.

Investor Rights

Redemption Rights

Unless prohibited by Kentucky law governing distributions to members, the Series A Preferred shall be redeemable at the option of the holders of at least a majority of the Series A Preferred commencing after April 29, 2020 at a price equal to the Original Purchase Price plus all accrued but unpaid dividends. Redemption shall occur in three equal annual portions. Upon a redemption request from the holders of the required percentage of the Series A Preferred, all Series A Preferred units shall be redeemed (except for any Series A members who affirmatively opt-out).

Voting Rights

The Series A Preferred shall vote together with the common units on an as-converted basis, and not as a separate class, except (i) the Series A Preferred shall be entitled to elect two members of the Board of Managers (See “Board of Managers” below), and (ii) as required by law.

Approval Rights/ Negative Covenants

So long as Series A Preferred shares are outstanding, the Company will not, without the written consent of at least a majority of the Series A Preferred, either directly or by amendment, merger, consolidation, or otherwise: (i) Liquidate, dissolve, or wind-up the affairs of the Company, or effect any merger or consolidation or any other Deemed Liquidation Event; (ii) Amend, alter, or repeal any provision of the Company’s Articles of Organization or Operating Agreement; (iii) Create or authorize the issuance any other security convertible into or exercisable for any equity security, having rights, preferences, or privileges senior to or on parity with the Series A Preferred, or increase the authorized number of Series A Preferred units; (iv) Purchase or redeem or pay any distribution on any equity prior to the Series A Preferred, other than as approved by the Board, including the approval of both Series A Managers, or (v) Create or authorize the creation of any debt security unless such debt security has received the prior approval of both Series A Managers; (vi) Create or hold capital stock in any subsidiary that is not a wholly-owned subsidiary or dispose of any subsidiary stock or all or substantially all of any subsidiary assets; or (vii) Increase or decrease the size of the Board of Managers.

Board of Managers

The number of Managers shall be fixed by the affirmative vote of a Majority of the Members, but shall always be no less than 3 nor more than 7. Initially three Managers shall be designated as follows (the “Common Managers”): (i) Two Managers designated by the Members holding at least a majority of the Voting Common Units (as defined in the Operating agreement). These Managers are currently Joey Bargo and Kevin Croce; (ii) For so long as Brian Luftman owns Units, an individual designated by Brian Luftman. If Brian Luftman no longer owns units, this Common Manager shall be designated by a majority of the votes attributable to the Voting Common Units. Two Managers shall be designated and approved as follows (the “Series A Managers”): (i) So long as Creekside, LLC owns units, an individual designated by Creekside, LLC. If Creekside, LLC no longer owns units, such Series A Manager shall be designated and approved by the Members with at least a majority of the votes attributable to the Series A Preferred units. (ii) So long as Todd Clark owns units, an individual designated by Todd Clark. If Todd Clark no longer owns units, such Series A Manager shall be designated and approved by the Members with at least a majority of the votes attributable to the Series A Preferred units.

Information Rights

Any Series A Preferred Investor and the Administrative Agent will be granted access to Company facilities and personnel during normal business hours and with reasonable advance notification. The Company will deliver to such Series A Preferred and the Administrative Agent (i) annual and quarterly financial statements and other information as determined by the Board; (ii) thirty days prior to the end of each fiscal year, a comprehensive operating budget forecasting the Company’s revenues, expenses, and cash position on a month-to-month basis for the upcoming fiscal year; and (iii) promptly following the end of each year, an up-to-date capitalization table.

Preemptive Rights

All members of the Company holding Voting Units (as defined in the Operating agreement, including Series A Preferred units) shall have the right to purchase its pro rata share (on an as-converted, fully diluted basis) of any “New Securities”. New Securities shall include any and all issuances of membership units of the Company, including those convertible into, exchangeable or exercisable for, such membership units, other than Exempted Securities, as defined in the Operating Agreement.

Co-Sale/ Tag-Along

Should any single member of any class owning five percent (5%) or more of the Company’s total equity make a private sale of its units (to someone other than another employee, officer or Director or then current shareholder of the Company, or a transfer pursuant to estate planning), then the holders of Series A Preferred units would be entitled to participate, pro rata, in the sale (i.e., a Tag-Along Right).

Drag-Along Rights

If one or more members representing the holders of (i) at least a majority of all the Voting Units, and (ii) at least a majority of the Series A Preferred units proposes to consummate a change in control or Deemed Liquidation Event that is approved by the Board, such Member or Members shall have the right to require that each other member participate in such sale.

Limitations on Transfer

The Series A Preferred are subject to resale restrictions under applicable securities laws and are not registered for sale with the Securities and Exchange Commission. Additionally, the Company’s Operating agreement impose certain limitations on transfer of Units, including a Right of First Refusal process.

Other Matters

SPV Investment

Individuals seeking investment below $100,000 will purchase common membership units of Thynk Funding, LLC, a Special Purpose Vehicle (“SPV”) managed by Carolina Financial Group, LLC, whose sole assets will be the Series A Preferred of the Company. If/when the SPV has the ability to vote or exercise investor rights pertaining to the Series A Preferred, the SPV will vote its shares/exercise its options as one sole investor, based on the choice of those SPV investors holding at least 66.67% of the SPV’s membership units. Thynk Health, LLC shall reimburse CFG for its reasonable out of pocket expenses incurred in the management of the SPV. Audited financial statements of the SPV shall be prepared at the request of SPV investors holding at least 66.67% of the SPV’s membership units.

Representation and Warranties

Standard representations and warranties as to due organization, existence in good standing and power to conduct its business will be provided by the Company in the purchase agreement. Standard representations and warranties typical of a private offering of equity units will be provided by each Investor, including as to status as an “accredited investor”, receipt of Private Placement Memorandum, Company’s shareholder agreement, and other offering documents and other materials as requested, and acknowledgement that the Offering is being made under exemption from registration requirements (Details to be found in the purchase agreement). In order to comply with the requirements of Rule 506(c), Each Investor shall be obligated to provide the Company with either: (i) third party confirmation of such Investor’s status as an “accredited investor”, or (ii) such information as reasonably requested by the Company to confirm such Investor’s status as an “accredited investor”.

Fees and Expenses

Carolina Financial Securities, LLC shall receive both a 7.0% fee for all equity capital raised as well as common equity warrants of the Issuer as compensation for services rendered. This warrant shall entitle CFS to purchase a number of units equal to 7.0% of the number Series A Preferred units purchased by Series A Investors, for a purchase price of $100 and with an exercise price equal to 1/3 of the price per unit of the Series A Preferred units. 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.

Administrative Agent

CFG Financial Services, LLC (“CFG FS”), an affiliate of Carofin and Carolina Financial Securities will act as administrative agent for the Series A Preferred Investors, often coordinating reporting and other obligations between the Company and the Series A Preferred Investors. The Company will reimburse CFG FS for its reasonable out of pocket expenses.

Governing Law

Kentucky

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Associated Risks

Risks

*AN INVESTMENT IN THE SECURITIES 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.

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Best Interest & Other Disclosures

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 an exemption from the registration requirement of federal and state securities laws 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 these confidential offering documents (the “Offering Package”). Any representation to the contrary is unlawful.

These securities are offered through Carofin, LLC, Member 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 approved by the management of the Company. The information contained herein has not been independently verified and is dependent on information provided by the Company to Carolina Financial Securities, LLC.

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. This document 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 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 official offer to sell.

Due diligence materials related to this Borrower and the Offering are available to you through Carolina Financial Securities’ affiliated marketplace, Carofin. If you have not received your login information to access Carofin.com, please contact your company representative to have access granted.

The Company will not offer, sell or issue any Securities 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 Securities in any jurisdiction 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 imped 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 in this Summary Offering Material may 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 in this Summary Offering Material.

Consequently, all the forward-looking statements made in this Summary Offering Material are 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 Summary Offering Material. 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 in the Summary Offering Material might not occur.

SECURITIES MATTERS

State Securities Laws:

The Company will not offer, sell or issue any securities 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 securities in any jurisdiction in which such transactions would be unlawful.