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Thynk Health, LLC

Up to $1,000,000 ($650,000 Available)

6.0% Convertible Notes

  • The Business - 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. It has commitments of $1.9M in annual recurring revenue (ARR) from regional health systems with an additional $1.7M of ARR in outstanding proposals.

  • Market Opportunity – Lung cancer leads cancer deaths in the U.S. with an estimated 135,000 deaths in 2020 mostly due to late-stage diagnosis. With a deep backlog of patients for oncologists and radiologists, practitioners require speed in diagnosis and patient tracking. Furthermore, doctors sometimes missed nodules identified as problematic if not related to the reason the patient originally sought care.

  • Key Benefit – Thynk Health increases the number of patients that can be diagnosed/treated by an average of 200% per year. It reduces time spent tracking and reporting screenings from 20 minutes to as little as 5 seconds and it automates incidental findings, missed appointments, overdue follow-ups, and diagnostic procedures.

  • Management Team – The team is 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 $1,000,000 in convertible notes (the “Notes”, 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.

Company 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.

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. RETURNS CANNOT BE GUARANTEED.

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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 – 6% Convertible Notes

  • Interest Rate: The convertible notes will carry an annual 6% cumulative interest rate.

  • Offering Amount: up to $1,000,000 6% Convertible Notes

  • Seniority: The Convertible Notes will represent unsecured indebtedness of the company and subordinated to loans from banks, financial institutions, and other lenders generally engaged in the business of lending.

  • Conversion: The Note’s accrued and unpaid interest and principal will be convertible into equity securities pursuant to the following terms:

    • Mandatory conversion into the securities being issued upon an equity financing raising at least $1,000,000, at a price equal to the lower of (i) 80% of the price paid for the securities being issued by investors in such round, or (ii) the valuation cap of $17,200,000 divided by the Company’s fully diluted, as-converted capitalization.

    • Optional conversion on or after the maturity date into common equity at a price equal to the valuation cap of $17,200,000 divided by the Company’s fully diluted, as-converted capitalization

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 Cycle

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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

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

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.

ROI

Product Comparison

Matrix

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
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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 16%, 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.

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

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Financial Overview

Model Assumptions

  • 2023 assumptions based on current signed contracts and commitments in the pipeline.

  • 2024 and beyond based upon perceived onboarding timelines and predetermined number of signed contracts per year.

Consolidated IS

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 $1,000,000 of Convertible Notes (the “Offering”, “Securities” or the “Notes”) 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. Terms capitalized but not defined herein shall have the meaning assigned to them in the Notes.

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

Convertible Notes (the “Offering”, “Securities” or the “Notes”) of the Issuer, offered privately in accordance with S.E.C. Regulation D, Rule 506(c).

Offering Amount

Up to $1,000,000, with $650,000 available to new Investors.

Investor Qualification

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

Minimum Subscription Amount

The minimum subscription amount for an investor to directly invest in the Offering will be $30,000, subject to exception by the Company.

Offering Period

The Offering will expire on August 31, 2023 subject to extension by the Company at its sole discretion

Terms of the Security

Interest Rate

The Notes will accrue interest at a rate of 6.0% cumulative, non-compounding per year and calculated on an actual/365 day basis.

Repayment

The principal and accrued interest of the Note shall be due and payable by the Company on or after February 8, 2024 (the “Maturity Date”) at the earlier of (i) the Company’s election, or (ii) demand by a majority-in-interest of the aggregate principal amount (the “Requisite Noteholders”) of the Notes.

Mandatory Conversion

All Notes shall convert into a number of securities (the “Equity Securities”) being issued in a financing round of at least $1,000,000 (the “Next Equity Financing”) equal to the division of the accrued but unpaid interest and principal due under the Notes by the lower of (i) 80% of the price paid for the Equity Securities issued in the Next Equity Financing by its purchasers, or (ii) $17,200,000 (the “Valuation Cap”) divided by the Company’s fully diluted, as-converted capitalization.

In the event of mandatory conversion upon a Next Equity Financing, the Company may issue to purchasers hereof a series of preferred units with substantially the same rights, preferences, and privileges as the series issued in the Next Equity Financing, except that that such series of preferred shall have a liquidation preference and applicable price-related rights and protections equal to the effective conversion price (the “Shadow Preferred”).

Optional Conversion

At any time on or after the Maturity Date the “Requisite Noteholders” may elect to convert all outstanding but unpaid interest and principal under the Notes into common equity at a price equal to the Valuation Cap divided by the Company’s fully diluted, as-converted capitalization.

Corporate Transaction Conversion

Upon the closing of a Corporate Transaction, as defined in the Notes, the Requisite Noteholders may elect to convert the outstanding but unpaid interest and principal into common equity at a price equal to the Valuation Cap divided by the Company’s fully diluted, as-converted capitalization.

Priority

This Note is subordinated in right of payment to all current and future indebtedness of the Company for borrowed money (whether or not such indebtedness is secured) to banks, commercial finance lenders or other institutions regularly engaged in the business of lending money (the “Senior Debt”). The Company hereby agrees, and by accepting this Note, the Holder hereby acknowledges and agrees, that so long as any Senior Debt is outstanding, upon notice from the holders of such Senior Debt (the “Senior Creditors”) to the Company that an event of default, or any event which the giving of notice or the passage of time or both would constitute an event of default, has occurred under the terms of the Senior Debt (a “Default Notice”), the Company will not make, and the Holder will not receive or retain, any payment under this Note. Nothing in this paragraph will preclude or prohibit the Holder from receiving and retaining any payment hereunder unless and until the Holder has received a Default Notice (which will be effective until waived in writing by the Senior Creditors) or from converting this Note or any amounts due hereunder into Equity Securities.

Other Matters

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 securities will be provided by each Investor, including as to status as an “accredited investor”, receipt of the Company’s organizational documents, 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 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 of units were to be issued to purchasers of the Notes if their accrued but unpaid interest and principal were to convert on the Maturity Date by dividing the Valuation Cap by the Company’s fully diluted, as-converted capitalization immediately prior to this transaction. The strike price of such units shall equal 1/3 of the price for the securities by purchasers of the Notes upon conversion. 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 Note Investors, often coordinating reporting and other obligations between the Company and the Noteholders. The Company will reimburse CFG FS for its reasonable out of pocket expenses.

Governing Law

Kentucky

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Risk Factors

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. 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 SECURITIES 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 SECURITIES 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 SECURITIES 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 YOUR 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 Securities being offered should be considered a speculative investment. The ability of the Company 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 Company’s efforts to continue its business operations will prove to be sufficient to enable the Company to generate the funds required to make distributions. Anyone investing in the Securities 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.

No Secondary Market for the Securities

As this security is a private transaction, there is currently no public market for the securities being offered herein. These Securities are not a publicly registered securities and will have no secondary sale liquidity.

Limited Operating History

The Company has a limited history of operations upon which an evaluation of the Company’s business and prospects can be based. No assurances can be given that the Company will ever be profitable or generate revenues sufficient to make distributions. This makes evaluating the Company’s business operations and validating its financial projections difficult. In assessing the Company’s prospects, a potential investor must consider the risks and difficulties frequently encountered by early-stage companies. These risks include the Company’s ability to: raise sufficient capital to fund operations, and other general corporate purposes; manage changing and expanding operations; establish and increase awareness of the Company’s brand and strengthen loyalty among prospective customers; implement and successfully execute the Company’s business and marketing strategies; respond effectively to competitive pressures and developments; continue to enhance the Company’s products and services; and attract, retain and motivate qualified personnel. The Company’s failure in any of these areas could adversely affect the Company’s financial condition and results of operation.

Governance Risk

The Notes contain certain aspects which may affect the class as a whole upon the consent of a simple majority-in-interest of the outstanding principal, which may include affiliates and employees of the Company as well as other parties with conflict of interest. As such, purchasers of the Securities shall carefully weigh how such governance mechanics may adversely affect them as it pertains to the repayment or conversion of the Notes.

B. Industry-Related Risks

Demand Related

Any substantial decline in the demand for products sold by the Issuer may cause a decline in the market value of Issuer’s product and negatively impact the Issuer’s financial performance.

Quality of the Products

Success for the Issuer’s business depends, in part, on the quality of the Issuer’s products. If the products are found to be or if they otherwise fail to meet customer standards, relationships with customers could suffer. Further, the Issuer’s reputation could be diminished, and the Issuer could lose sales and/or become subject to liability claims, any of which could result in a material adverse effect on the business.

Regulatory Oversight

The Issuer’s activities are subject to international, federal, and state laws. The Issuer’s activities are expected to have a variety of regulatory oversight as development proceeds. Development of any of the Issuer’s operations will be dependent on the Issuer satisfying regulatory guidelines and, where required, being approved by governmental authorities. The Issuer intends to conduct their business activities in a compliant manner and in accordance with all applicable laws but may still be subject to accidents or other unforeseen events which may compromise its performance, and which may have adverse financial implications.

Dependence on the Industry

The Company competes with others in the industry. Competitors include companies that may have greater financial and other resources than the Company. Additionally, these competitors could use strategies to prevent the Company from achieving its objectives and may gain market share. This may have a material adverse impact on the financial position of the Company.

Adverse Economic Conditions

Any negative changes in economic conditions could have a material adverse effect on the Company’s business.

C. Management Related Risks

Reliance on Key Personnel

Due to the size of the organization, the Issuer has a significant reliance on certain key employees. If the Issuer is unable to retain key employees it could jeopardize the Issuer’s ability to implement its business plan, its relationships with its customers, and its financial stability.

Ability to Manage Growth

The Issuer expects to continue to grow its overall operations and this may strain the Issuer’s resources. Any inability to manage growth effectively would have a material adverse effect on the Issuer’s business.

D. Offering-Related Risks

Acceptance of Investors on a First-Come, First-Serve Basis

The Issuer reserves the right to accept or reject any proposed investment in its sole discretion. Subject to this discretion, it intends to accept investments on a “first-come, first-served” basis, with the consequence that Investors will be allocated a portion of the total Offering, based upon the amounts they have committed, in the order in which such commitments have been accepted. The Borrower is not required to accept all commitments tendered to it. There is no assurance, therefore, that your commitment will necessarily be accepted in whole or in part by it should it raise more or less funds than are needed to make its investments.

Possibility of Material Differences Between Projected and Actual Results

The financial projections contained in this Offering Summary and any supplements represent the Issuer’s estimated results of operations. The financial projections have been prepared upon the basis of assumptions and estimates which may differ from actual events and/or circumstances.

E. Federal Income Tax Risks

Lack of Rulings and Opinions; Possibility of IRS Challenge of the Issuer’s Tax Position

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

Risk of Audit to Investors

There is a possibility that the IRS will audit the Company’s income tax returns. If the Company’s income tax returns are audited, your return might also be audited.

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.

F. Other Risks

Reliance on Certain Aspects of the Offering

Potential investors should not rely exclusively on one aspect of the security structure 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 Offering Summary should keep in mind other possible risks that could be important to the success of their investment in the Securities.

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. *

Our firms seek to present vital capital with meaningful investment opportunities through the fundamental analysis of the businesses we seek to finance. Such analysis is usually conducted through a First Principles approach.

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*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.