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Invest in Carie Health

Next-generation telehealth platform connecting doctors to their patients  anytime, anywhere

  • $281,300Amount raised
  • $1,500Minimum
  • $20,000,000Pre-Money valuation

Purchased securities are not currently tradeable. Expect to hold your investment until the company lists on a national exchange or is acquired.

Carie Health is offering securities under both Regulation D and Regulation CF through SI Securities, LLC ("SI Securities"). SI Securities is an affiliate of SeedInvest Technology, LLC, a registered broker-dealer, and member FINRA/SIPC. SI Securities will receive cash compensation equal to 7.50% of the value of the securities sold and equity compensation equal to 5.00% of the number of securities sold. Investments made under both Regulation D and Regulation CF involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest. Furthermore, the contents of the Highlights, Term Sheet sections have been prepared by SI Securities and shall be deemed broker-dealer communications subject to FINRA Rule 2210 (the “Excluded Sections”). With the exception of the Excluded Sections noted above, this profile contains offering materials prepared solely by Carie Health without the assistance of SI Securities, and not subject to FINRA Rule 2210 (the “Issuer Profile”). The Issuer Profile may contain forward-looking statements and information relating to, among other things, the company, its business plan and strategy, and its industry. Investors should review the risks and disclosures in the offering's draft. The contents of this profile are meant to be a summary of the information found in the company’s Form C. Before making an investment decision, investors should review the company’s Form C for a complete description of its business and offering information, a copy of which may be found both here and below.


Company Highlights

  • Listed by Silicon Review as one of the 10 Fastest Growing Healthcare Companies of 2018
  • Leadership team has been honored multiple times in Inc 500’s fastest growing companies awards for prior business ventures
  • Estimates show that by 2024, virtual physician visits will surpass in-office visits, and by 2025, the global telehealth market is forecasted to reach $19.5 billion
  • Built by doctors, for doctors, Carie is completely focused on the independent physician

Fundraise Highlights

  • Total Amount Raised: US $281,300
  • Total Round Size: US $2,000,000
  • Raise Description:  Other
  • Minimum Investment:  US $1,500 per investor
  • Security Type:  Preferred Equity
  • Pre-Money Valuation:  US $20,000,000
  • Offering Type:   Side by Side Offering

Carie was built by doctors, for doctors. We help doctors engage with their patients to encourage preventive care, as well as support them in growing their practice.


Carie is a technology company with an easy to use telehealth application that is free for physicians to implement in their practice, free for patients to access, and includes a cutting edge digital marketing solution designed to drive physician adoption and patient utilization to new industry heights. The market focus of Carie is the local doctor-patient relationship. Everything the company does is designed to enhance this focus, including prioritizing 5-star service, physician marketing services, and an optional patient VIP program giving providers the option to offer Direct Primary Care. With Carie, patients can video conference with their primary care physician, specialist, or any other healthcare provider on our network, anytime, anywhere with wifi or mobile data, and from just a variety of connected devices —  via a secure, encrypted technology platform.

Carie is designed to meet the needs of the independent physician. Our typical customer is a physician who either seeks to reduce attrition from his practice to urgent care, wants to find a way to be compensated for the calls he takes after hours, or is looking to free himself from the confines of an overbooked physical practice and be able to see at least a portion of his patients virtually. This physician recognizes the value of offering more convenient service to his patients in terms of practice growth and patient retention. Not only family practices but specialties such as cardiology, dermatology, obstetrics, and gynecology, endocrinology, gastroenterology, and more are using telehealth for visits that do not require a physical exam, while wearables and remote monitoring technology are allowing for more exams to be conducted virtually.

Pitch Deck

Product & Service

Carie is enhancing the relationships between patients and physicians and offering both parties a new, better way to approach health. We provide patients with increased access to their healthcare providers while helping physicians integrate telemedicine into their practices — boosting efficiency, client satisfaction, and revenue.

  • Carie Free: As part of our freemium model, healthcare providers may instantly sign up for a free, HIPAA secure telehealth account and share their Virtual Treatment Room link with their patients to try out the software.
  • Carie Registered Provider: Following verification of their license and ability to prescribe, a doctor may upgrade to a version that is still free, but creates their profile page on Carie, adds their location to the national provider map, and provides access to ePrescribe and notes. As a Registered Provider they may set their own price and Carie will collect for consults on their behalf, charging patients a small per consult tech fee. They may opt into cross-coverage backup by our network of board certified physicians led by Dr. Shawn Cole. Registered Providers receive marketing support to sign up their own patients.
  • Carie Credentialed Provider: Following full credentialing, validation of medical malpractice insurance and board certifications, and contracting under Carie Medical Group, a physician may upgrade to a version that is still free, but in addition to the benefits of being a Registered Provider, allows them to become part of our cross-coverage cloud and be available for telehealth consults by new patients. Some may choose to do so as a supplement to their practice to earn extra per consult income, and some may migrate to an entirely virtual practice. Credentialed Providers receive additional marketing support to sign up new patients through our national provider map.
  • Practice Marketing: Carie Registered and Credentialed Providers may add on marketing packages to grow their practice through SEO, social media, and paid campaigns through Google and Facebook.
  • Practice Consulting: Carie Registered and Credentialed Providers may opt for consulting packages to obtain support for licensing in additional states, obtaining the right level of insurance for a telehealth practice, as well as training and events with other physicians for help with growing their practice through telehealth.

Media Mentions

Team Story

Carie was founded in 2016 by 3 time Inc 500 and 2 time Inc 1000 honoree Matt Wanderer, who has assembled a diverse team of health technology leaders who exhibit passion and shared purpose. The company's executive team includes Chief Technology Officer Elan Shanker, a former co-founder and CTO of Consult-a-doc (acquired by Teladoc NYSE:TDOC), who leads a group of driven developers in the creation of our ground-breaking proprietary platform. Carie's  CFO,  Scott Silverman, takes a cutting edge approach to managing finance and accounting, which he gained over 25 years of experience, including taking 5 companies public. Carie President Antonio Primo is leveraging a vast network of healthcare company relationships and management experience to ensure the company's product connects perfectly with market demand. Built and funded largely "by doctors, for doctors" Carie's bench of medical talent is divided between former ACOG chairman, Daniel McDyer MD, who leads the group's clinical innovation team, and Yale School of Medicine's Shawn Cole MD who leads the company's Medical Practice Group. Diane Moura, Chief Marketing Officer, rounds out the team with over 20 years of winning leadership in digital marketing at the Fortune 500 level. 

Founders and Officers

Matt Wanderer

Founder / CEO

Carie is led by California native, Matt Wanderer whose vision for Carie began in 2010 during a business school module in India where he saw virtual healthcare helping people who would otherwise never receive the care they needed. Prior to founding Carie, Matt was a co-founder at Alterra Capital Group and Evergift.org, he served as Founder & CEO of RestoreHealth and serves on the Board of Directors at ServRX with both of his healthcare companies earning top spots in the INC. 500 Fastest Growing Companies of: 2012, 2013, and 2014 and 2015. Matt earned his MBA at the NYU Stern School of Business, the London School of Economics and HEC Paris.

Matt Wanderer

Founder / CEO

Carie is led by California native, Matt Wanderer whose vision for Carie began in 2010 during a business school module in India where he saw virtual healthcare helping people who would otherwise never receive the care they needed. Prior to founding Carie, Matt was a co-founder at Alterra Capital Group and Evergift.org, he served as Founder & CEO of RestoreHealth and serves on the Board of Directors at ServRX with both of his healthcare companies earning top spots in the INC. 500 Fastest Growing Companies of: 2012, 2013, and 2014 and 2015. Matt earned his MBA at the NYU Stern School of Business, the London School of Economics and HEC Paris.

Key Team Members

Scott Silverman

Chief Financial Officer

Diane Moura

Chief Marketing Officer

Elan Shanker

Chief Technology Officer

Dr. Shawn Cole, Md

Medical Advisor, Telehealth

Dr. Daniel McDyer, MD, Obgyn

Medical Director, Private Practice

Antonio Primo

President

Q&A with the Founder

  • What do you view as your competitive advantages?

    Carie Health, LLC is a technology company with an easy to use telehealth application that is free for physicians to implement in their practice, free for patients to access and includes a cutting edge digital marketing solution designed to drive physician adoption and patient utilization to new industry heights. The market focus of Carie is the local doctor-patient relationship. Everything the company does is designed to enhance this focus, including 5-star service, physician marketing services, and an optional patient VIP program via Direct Primary Care. We believe that no other company has been built by doctors, for doctors, with the mission of revolutionizing the American healthcare system.

  • Who do you view as your closest competitors and what key factors differentiate yourselves? 

    Carie’s closest competitors are leaders in telehealth, namely Teledoc and American Well (AmWell). While these two companies approach telehealth differently, they are unified in the type of customer they are pursuing: Insurance Companies. Carie’s model is differentiated in that our targets are the physicians themselves, and their patients. As a B2MD2C company, therefore, our biggest differentiator is that we allow patients to see their own doctors, and conversely, allow doctors to retain the revenue from seeing their own patients.

  • Please outline the regulatory landscape of your market, any regulations you must comply with, and how you comply with those regulations, if applicable.
    Being in the healthcare space, we are subject to complex landscape of regulation at the federal and state level. In recent years we have seen the regulatory environment become more favorable to telemedicine and anticipate that trend to continue.
  • Please outline your customer acquisition strategy.
    Carie goes to market in three ways:

    1. Focused on the doctor, with the offer of a free telehealth platform to modernize their practice. The company targets these physicians either directly via digital marketing campaigns, or by signing up large groups. Startup accelerator Launch That has invested in Carie to provide search, pay-per-click, content, social media and outreach strategies to attract physicians and patients to Carie.
    2. Focused on Insurance Sales Reps as an added value service to their healthcare packages targeted at foreign visitors, U.S. employers and individuals, universities, churches, non-profits, and other institutions.
    3. Focused on large groups of physicians via custom negotiated deals led by Carie executives and a small, on-the-ground professional medical sales team with existing physician group relationships.

  • Please detail any bootstrap funding to date.

    As of December 31, 2017 AND 2016, the Company had received a total of $2,298,591 and $668,591 in Series A capital contributions from 30 individuals, including $500,000 from the Managing Member of the Company during the seed round. The Series A offering commenced on May 1, 2015, and consisted of 50 Series A Units offered at a price of $50,000 per unit. The offering closed on December 31, 2017, at which date the Company had received $2,195,000 in Series A capital contributions, and had issued a total of 7,695,000 Series A Units. During the years ended December 31, 2017 and 2016, our CEO received $14,913 and $53,591 in Member Draws, respectively.

  • The Q&A with the Founder is based on due diligence activities conducted by SI Securities, LLC. The verbal and/or written responses transcribed above may have been modified to address grammatical, typographical, or factual errors, or by special request of the company to protect confidential information.

    Term Sheet

    A Side by Side offering refers to a deal that is raising capital under two offering types. If you plan on investing less than US $20,000.00, you will automatically invest under the Regulation CF offering type. If you invest more than US $20,000.00, you must be an accredited investor and invest under the Regulation D offering type.

    Fundraising Description

  • Round type:
    Other

  • Round size:
    US $2,000,000

  • Raised to date:
    US $281,300
    US $76,300 (under Reg CF only)

  • Minimum investment:
    US $1,500

  • Target Minimum:
    US $1,000,000
  • Key Terms

  • Security Type:
    Preferred Equity

  • Share price:
    US $2.0000

  • Pre-money valuation:
    US $20,000,000

  • Option pool:
    4.0%

  • Is participating?:
    False

  • Liquidation preference:
    1.0x
  • Additional Terms

  • Investment Proxy Agreement

    All non-Major Purchasers will be subject to an Investment Proxy Agreement (“IPA”). The IPA will authorize an investment Manager to act as representative for each non-Major Purchaser and take certain actions for their benefit and on their behalf. Please see a copy of the IPA included with Company's offering materials for additional details.


  • Custody of Shares

    Investors who invest $100,000 or less will have their securities held in trust with a Custodian that will serve as a single shareholder of record. These investors will be subject to the Custodian’s Account Agreement, including the electronic delivery of all required information. 


  • Closing conditions:
    While Carie has set an overall target minimum of US $1,000,000 for the round, Carie must raise at least US $25,000 of that amount through the Regulation CF portion of their raise before being able to conduct a close on any investments below $20,000. For further information please refer to Carie's Form C.

  • Regulation CF cap:
    While Carie is offering up to US $2,000,000 worth of securities in its Other, only up to US $1,070,000 of that amount may be raised through Regulation CF.

  • Transfer restrictions:
    Securities issued through Regulation CF have a one year restriction on transfer from the date of purchase (except to certain qualified parties as specified under Section 4(a)(6) of the Securities Act of 1933), after which they become freely transferable. While securities issued through Regulation D are similarly considered "restricted securities" and investors must hold their securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available.

  • Use of Proceeds

    Investor Perks

    $1,500:  Carie T-Shirt

    $5,000:  Above plus 1 year single membership in Carie Global, providing unlimited video consults with a doctor for all of your health questions and concerns

    $10,000:  Above plus a thank you profile on Social Media

    $50,000:  Above plus a call with the Carie CEO

    $100,000:  Above plus 2 tickets to Miami and 2 nights in a downtown hotel, plus lunch with the Carie CEO.

    It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment.

    Prior Rounds

    The graph below illustrates the valuation cap or the pre-money valuation of Carie Health's prior rounds by year.


    This chart does not represent guarantees of future valuation growth and/or declines.

    Other

  • Round Size
    US $2,195,000
  • Closed Date
    Dec 31, 2017
  • Security Type
    Preferred Equity
  • Pre-money Valuation
    US $7,500,000
  • Other

  • Round Size
    US $3,250,000
  • Closed Date
    Oct 1, 2018
  • Security Type
    Preferred Equity
  • Pre-money Valuation
    US $15,000,000
  • Financial Discussion

    Please see the financial information listed on the cover page of this Form C and in the data room below in addition to the following information. Financial statements are attached to the Form C as Exhibit B.

    Operations

    Carie Inc. (formerly Epic Health, LLC) (the “Company”) was originally organized under the laws of the State of Florida as Epic Health, LLC, on November 19, 2015, to develop and provide to physician practices and their patients, a revolutionary telehealth software platform that connects patients to their own doctors via a HIPAA compliant mobile application or web browser. On June 19, 2018, the Company changed its name from Epic Health LLC to Carie Health LLC. The Company converted into a Delaware corporation on January 25, 2019.

    In addition, Carie Health has three subsidiaries. Virtual Care Partners, LLC is a Delaware LLC formed May 11, 2018. It is 90% owned by Carie Health LLC. The other partial owner is Giammalva Global, LLC. University Recruiters, a personnel recruiting firm, is also owned 51% by Carie Health LLC. The terms of the acquisition require the Company to pay University Recruiters, LLC one times 2019 revenue of the subsidiary, payable in 12 equal monthly installments, beginning 30 days after the issuance of the 2019 audited financials. Finally, Carie Health is also the 100% owner of HealthShare LLC, a Florida Limited Liability Company. HealthShare LLC was formed March 28, 2018. No operations have been conducted through the subsidiary as of February 1, 2019.

    Liquidity and Capital Resources

    The proceeds from the Offering are essential to our operations. We plan to use the proceeds as set forth above under "Use of Proceeds", which is an indispensable element of our business strategy. The Offering proceeds will have a beneficial effect on our liquidity, as we have approximately $328,693 in cash on hand as of December 31, 2018 which will be augmented by the Offering proceeds and used to execute our business strategy.

    In terms of prior capital resources, as of December 31, 2017 and 2016, the Company had received a total of $2,298,591 and $668,591 in Series A capital contributions from 30 individuals, including $500,000 from the Managing Member of the Company during the seed round. The Series A offering commenced on May 1, 2015, and consisted of 50 Series A Units offered at a price of $50,000 per unit. The offering closed on December 31, 2017, at which date the Company had received $2,195,000 in Series A capital contributions, and had issued a total of 7,695,000 Series A Units. During the years ended December 31, 2017 and 2016, our CEO received $14,913 and $53,591 in Member Draws, respectively.

    The Company currently does not have any additional outside sources of capital other than the proceeds from the Combined Offerings.

    Capital Expenditures and Other Obligations

    The Company does not intend to make any material capital expenditures in the future.

    Trends and Uncertainties

    After reviewing the above discussion of the steps the Company intends to take, potential Purchasers should consider whether achievement of each step within the estimated time frame is realistic in their judgment. Potential Purchasers should also assess the consequences to the Company of any delays in taking these steps and whether the Company will need additional financing to accomplish them.

    The financial statements are an important part of this Form C and should be reviewed in their entirety. The financial statements of the Company are attached to the Form C as Exhibit B.

    Market Landscape

    In 2012, almost half of physicians were in private practice, compared to only 31% in 2018. In the same survey by The Physician’s Foundation, 58% describe their morale as somewhat or very negative, and 49% would not recommend medicine as a career to their children.

    Physicians are increasingly pressed for time, patients have to wait too long to see their doctors, and healthcare expenditures are ballooning to more than 20% of American GDP. The answer is telemedicine. The global telemedicine market is forecast to more than double between 2015 and 2020, growing from $25 billion in 2015 to nearly $58 billion in 2020, with a compound annual growth rate (CAGR) of 17.85% during the period. In the U.S., adoption of telemedicine technology has grown from 54.5% in 2014 to 61.3% in 2016, and nearly 80% of patients are willing to try telehealth and telemedicine solutions.

    Estimates show that by 2024, virtual physician visits will surpass in-office visits, and by 2025, there will be an estimated 1.15 billion virtual physicians’ visits.

    Today, the bulk of this growth has been a direct result of the major payers, insurance carriers and third-party administrators (TPA’s) disintermediating the physician’s and specialist’s income streams via  the provision of telehealth services through unknown and disparate panels of physicians. These payer or administrator-provided telemedicine services are provisioned through physicians who are completely unfamiliar with the patient or their medical history.  The patient’s primary care physicians, pediatricians, OB/ GYN’s and other specialists MUST participate in their patient’s healthcare and be compensated for it.

    Risks and Disclosures

    The business could be adversely affected by legal challenges to its business model or by new state actions restricting the Company’s ability to provide the full range of its services in certain states. The Company’s ability to conduct business in each state is dependent upon the state's treatment of telemedicine (and of remote healthcare delivery in general, such as the permissibility of, and requirements for, physician cross-coverage practice) under such state's laws, rules and policies governing the practice of medicine, which are subject to changing political, regulatory and other influences. Cross-coverage regulation refers to the state rules under which one doctor is permitted to treat the regular patients of another doctor remotely. Some state medical boards have established new rules or interpreted existing rules in a manner that limits or restricts the Company’s ability to conduct its business in certain ways. Some of these actions could result in litigation and the suspension of operations in certain states. It is possible that the applicable authorities governing the practice of medicine in one or more other states may propose and adopt rules that are unfavorable to the Company or may take positions that negatively impact the Company’s operations, either directly or indirectly. If this result were to occur, and the Company was unable to adapt its business model accordingly, its operations in such states would be disrupted, which could have a material adverse effect on our business, financial condition, and results of operations.

    The Company has a high valuation based on its time in the market to date. Since the Company is relatively new to the untested marketplace, investors may not be adequately compensated for the risk they are taking on when investing in the Company. The Company has a limited operating history upon which you can evaluate its performance. Since the Company’s inception in 2016, it has been designing and developing its product. Its proposed operations are subject to all business risks associated with new enterprises. The likelihood of its creation of a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the inception of a business, operation in a competitive industry, and the continued development of advertising, promotions, and a corresponding client base. The management team anticipates that the operating expenses may increase for the near future. There can be no assurances that the Company will ever operate profitably. You should consider the Company's business, operations and prospects in light of the risks, expenses and challenges faced as an early-stage company.

    The Company forecasts project aggressive growth in revenue from 2018 to 2019. If its assumptions are wrong, and its projections regarding market penetration are too aggressive, its financial projections may overstate its viability. In addition, the forward-looking statements are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

    The Company’s business model is capital intensive. The amount of capital the Company is attempting to raise in this Offering is not enough to sustain the Company’s current business plan. In order to achieve the Company’s near and long-term goals, the Company will need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Company will be able to raise such funds on acceptable terms or at all. If the Company are not able to raise sufficient capital in the future, it will not be able to execute its business plan, its continued operations will be in jeopardy and it may be forced to cease operations and sell or otherwise transfer all or substantially all of its remaining assets, which could cause a Purchaser to lose all or a portion of his or her investment.

    The founder is paid a high salary. In particular, the Company entered into an employment agreement with the CEO and Sole Managing Member, whereby the CEO receives a base salary of $150,000 between January 1, 2016 and July 31, 2017, and $350,000 from August 1, 2017 through termination. Unpaid base salary shall be deemed as deferred compensation. The Company’s founder is paid a salary that is high relative to the stage of the Company’s business, and personnel costs represent a significant portion of the Company’s operating expenses. High executive compensation results in a higher overall salary burn, which in turn shortens the runway for achieving desired traction and company milestones. High executive compensation can leave a negative impression with new or potential investors who may believe that conservatively compensated founders are more focused on driving towards the long-term success of the business. It may therefore negatively impact the ability of the Company to raise funds.

    The Company has outstanding liabilities. Specifically, in terms of current liabilities, the Company had $74,779 in accounts payable and accrued expenses as of the end of the Financial Year 2017 and an estimated $23,838 as of the Financial Year End 2018. Similarly, the Company had accrued $289,394 in deferred officer compensation as of the end of Financial Year 2017, and an estimated $123,500 as of the Financial Year End 2018.

    The Company’s sales cycle may be unpredictable, which can result in variability of its financial performance. Additionally, unpredictable sales cycles may require the Company to incur high sales and marketing expenses with no assurance that a sale will result, which could adversely affect its profitability. The Company’s results of operations may fluctuate, in part, because of the resource-intensive nature of its sales efforts and the length and variability of the sales cycle. A sales cycle is the period between initial contact with a prospective customer and any sale of its platform. The sales process involves educating customers about the Company’s platform, participating in extended platform evaluations and configuring the platform to customer-specific needs. During the sales cycle, the Company may expend significant time and money on sales and marketing activities or make other expenditures, all of which lower its operating margins, particularly if no sale occurs or if the sale is delayed as a result of extended qualification processes or delays. It is difficult to predict when, or even if, it will make a sale to a potential customer or if the Company can increase sales to existing customers. As a result, the Company may not recognize revenue from sales efforts for extended periods of time, or at all. The loss or delay of one or more large transactions in a quarter could impact its results of operations for that quarter and any future quarters for which revenue from that transaction is lost or delayed.

    The Company’s expenses will significantly increase as they seek to execute their current business model. Although the Company estimates that it has enough runway until end of year, they will be ramping up cash burn to promote revenue growth, increase payroll, further develop R&D, and fund other Company operations after the raise. Doing so could require significant effort and expense or may not be feasible.

    The Company’s success depends on the experience and skill of the board of directors, its executive officers and key employees. In particular, the Company is dependent on Matt Wanderer. There can be no assurance that they will continue to be employed by the Company for a particular period of time. The loss of key employees or any member of the board of directors or executive officer could harm the Company’s business, financial condition, cash flow and results of operations.

    Industry consolidation may result in increased competition, which could result in a loss of customers or a reduction in revenue. Some of the Company’s competitors have made or may make acquisitions or may enter into partnerships or other strategic relationships to offer more comprehensive services than they individually had offered or achieve greater economies of scale. In addition, new entrants not currently considered to be competitors may enter the market through acquisitions, partnerships or strategic relationships. We expect these trends to continue as companies attempt to strengthen or maintain their market positions. The potential entrants may have competitive advantages over us, such as greater name recognition, longer operating histories, more varied services and larger marketing budgets, as well as greater financial, technical and other resources. The companies resulting from combinations or that expand or vertically integrate their business to include the market that we address may create more compelling service offerings and may offer greater pricing flexibility than we can or may engage in business practices that make it more difficult for us to compete effectively, including on the basis of price, sales and marketing programs, technology or service functionality. These pressures could result in a substantial loss of customers or a reduction in revenue.

    Evolving government regulations may require increased costs or adversely affect the Company’s results of operations. In a regulatory climate that is uncertain, the Company’s operations may be subject to direct and indirect adoption, expansion, or reinterpretation of various laws and regulations. Compliance with these future laws and regulations may require the Company to change its practices at an undeterminable and possibly significant initial monetary and annual expense. These additional monetary expenditures may increase future overhead, which could have a material adverse effect on its results of operations. Additionally, the introduction of new services may require the Company to comply with additional, yet undetermined, laws and regulations. Compliance may require obtaining appropriate state medical board licenses or certificates, increasing security measures and expending additional resources to monitor developments in applicable rules and ensure compliance. The failure to adequately comply with these future laws and regulations may delay or possibly prevent some of products or services from being offered to Clients and Members, which could have a material adverse effect on the business, financial condition and results of operations.

    The Company conducts business in a heavily regulated industry and if it fails to comply with these laws and government regulations, it could incur penalties or be required to make significant changes to its operations or experience adverse publicity, which could have a material adverse effect on its business, financial condition, and results of operations. The healthcare industry is heavily regulated and closely scrutinized by federal, state and local governments. Comprehensive statutes and regulations govern the manner in which the Company provides and bills for services and collects reimbursement from governmental programs and private payors, contractual relationships with Providers, vendors and Clients, marketing activities and other aspects of its operations. Because of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, it is possible that some of the Company’s business activities could be subject to challenge under one or more of such laws. Achieving and sustaining compliance with these laws may prove costly. Failure to comply with these laws and other laws can result in civil and criminal penalties such as fines, damages, overpayment recoupment loss of enrollment status and exclusion from the Medicare and Medicaid programs. The risk of the Company being found in violation of these laws and regulations is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions are sometimes open to a variety of interpretations. The Company’s failure to accurately anticipate the application of these laws and regulations to the business or any other failure to comply with regulatory requirements could create liability for us and negatively affect the business. Any action against us for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses, divert management's attention from the operation of the business and result in adverse publicity.

    The Company has conducted certain transactions with related parties. In particular, on March 18, 2016, the CEO of Carie Health purchased 3,600,000 Preferred A membership units at $0.083 per unit, for an aggregated price of $300,000. On March 21, 2016, a company beneficially owned and controlled by the CEO of Carie Health purchased 600,000 Preferred A membership units at $0.083 per unit, for an aggregated price of $50,000. On August 26, 2016, the CEO of Carie Health purchased 1,800,000 Preferred A membership units at $0.083 per unit, for an aggregated price of $150,000. Additionally, during the years 2017 and 2016, the CEO was paid $63,504 and $53,591, respectively, for personal expenses. The payments were accounted for as Member’s Draw and charged to the CEO’s member equity account. Finally, on January 1, 2016, the Company entered into an employment agreement with the CEO and Sole Managing Member, whereby the CEO receives a base salary of $150,000 between January 1, 2016 and July 31, 2017, and $350,000 from August 1, 2017 through termination. Unpaid base salary shall be deemed as deferred compensation. Deferred compensation shall be payable upon the earlier of the Company raising an aggregate of Four Million Dollars in equity capital or debt financing or December 31, 2018. At the election of the Executive, deferred compensation shall be payable in the form of (1) cash, or (ii) membership units in the Company into the then most senior class of units of the Company based on a price of $1 per unit. As of December 31, 2017 and 2016, the Company owed $289,394 and $131,061 in deferred compensation to our CEO, respectively.

    The Company has issued their audited financials with a Going Concern note. In particular, the financials state “As reflected in the accompanying financial statements, the Company has a net loss of $1,373,751 and used net cash in operations of $1,149,402 as of December 31, 2017. If the Company does not begin to generate sufficient revenue or raise additional funds through a financing, the Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence. There are currently no plans or agreements in place to provide such funding. The Company will require additional funding to finance the growth of its operations as well as to achieve its strategic objectives. This raises substantial doubt about its ability to continue as a going concern.

    The Company has not filed a Form D for all of its prior offerings. The SEC rules require a Form D to be filed by companies within 15 days after the first sale of securities in the offering relying on Regulation D. Failing to register with the SEC or get an exemption may lead to fines, the right of investors to get their investments back, and even criminal charges. There is a risk that a late penalty could apply.

    General Risks and Disclosures

    Start-up investing is risky. Investing in startups is very risky, highly speculative, and should not be made by anyone who cannot afford to lose their entire investment. Unlike an investment in a mature business where there is a track record of revenue and income, the success of a startup or early-stage venture often relies on the development of a new product or service that may or may not find a market. Before investing, you should carefully consider the specific risks and disclosures related to both this offering type and the company which can be found in this company profile and the documents in the data room below.

    Your shares are not easily transferable. You should not plan on being able to readily transfer and/or resell your security. Currently there is no market or liquidity for these shares and the company does not have any plans to list these shares on an exchange or other secondary market. At some point the company may choose to do so, but until then you should plan to hold your investment for a significant period of time before a “liquidation event” occurs. A “liquidation event” is when the company either lists their shares on an exchange, is acquired, or goes bankrupt.

    The Company may not pay dividends for the foreseeable future. Unless otherwise specified in the offering documents and subject to state law, you are not entitled to receive any dividends on your interest in the Company. Accordingly, any potential investor who anticipates the need for current dividends or income from an investment should not purchase any of the securities offered on the Site.

    Valuation and capitalization. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment. In addition, there may be additional classes of equity with rights that are superior to the class of equity being sold.

    You may only receive limited disclosure. While the company must disclose certain information, since the company is at an early-stage they may only be able to provide limited information about its business plan and operations because it does not have fully developed operations or a long history. The company may also only obligated to file information periodically regarding its business, including financial statements. A publicly listed company, in contrast, is required to file annual and quarterly reports and promptly disclose certain events through continuing disclosure that you can use to evaluate the status of your investment.

    Investment in personnel. An early-stage investment is also an investment in the entrepreneur or management of the company. Being able to execute on the business plan is often an important factor in whether the business is viable and successful. You should be aware that a portion of your investment may fund the compensation of the company's employees, including its management. You should carefully review any disclosure regarding the company's use of proceeds.

    Possibility of fraud. In light of the relative ease with which early-stage companies can raise funds, it may be the case that certain opportunities turn out to be money-losing fraudulent schemes. As with other investments, there is no guarantee that investments will be immune from fraud.

    Lack of professional guidance. Many successful companies partially attribute their early success to the guidance of professional early-stage investors (e.g., angel investors and venture capital firms). These investors often negotiate for seats on the company's board of directors and play an important role through their resources, contacts and experience in assisting early-stage companies in executing on their business plans. An early-stage company may not have the benefit of such professional investors.

    Representatives of SI Securities, LLC are affiliated with SI Advisors, LLC (“SI Advisors”). SI Advisors is an exempt investment advisor that acts as the General Partner of SI Selections Fund I, L.P. (“SI Selections Fund”). SI Selections Fund is an early stage venture capital fund owned by third-party investors. From time to time, SI Selections Fund may invest in offerings made available on the SeedInvest platform, including this offering. Investments made by SI Selections Fund may be counted towards the total funds raised necessary to reach the minimum funding target as disclosed in the applicable offering materials.

    Carie Health's Form C

    The Form C is a document the company must file with the Securities and Exchange Commission, which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.

    Download Carie Health's  Form C

    Frequently Asked Questions

    About Side by Side Offerings
    What is Side by Side?

    A Side by Side offering refers to a deal that is raising capital under two offering types. This Side by Side offering is raising under Regulation CF and Rule 506(c) of Regulation D.


    What is a Form C?

    The Form C is a document the company must file with the Securities and Exchange Commission (“SEC”) which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.

    Before making any investment decision, it is highly recommended that prospective investors review the Form C filed with the SEC (included in the company's profile) before making any investment decision.


    What is Rule 506(c) under Regulation D?

    Rule 506(c) under Regulation D is a type of offering with no limits on how much a company may raise. The company may generally solicit their offering, but the company must verify each investor’s status as an accredited investor prior to closing and accepting funds. To learn more about Rule 506(c) under Regulation D and other offering types check out our blog and academy.


    What is Reg CF?

    Title III of the JOBS Act outlines Reg CF, a type of offering allowing private companies to raise up to $1 million from all Americans. Prior capital raising options limited private companies to raising money only from accredited investors, historically the wealthiest ~2% of Americans. Like a Kickstarter campaign, Reg CF allows companies to raise funds online from their early adopters and the crowd. However, instead of providing investors a reward such as a t-shirt or a card, investors receive securities, typically equity, in the startups they back. To learn more about Reg CF and other offering types check out our blog and academy.


    Making an Investment in Carie Health
    How does investing work?

    When you complete your investment on SeedInvest, your money will be transferred to an escrow account where an independent escrow agent will watch over your investment until it is accepted by Carie Health. Once Carie Health accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Carie Health in exchange for your securities. At that point, you will be a proud owner in Carie Health.


    What will I need to complete my investment?

    To make an investment, you will need the following information readily available:

    1. Personal information such as your current address and phone number
    2. Employment and employer information
    3. Net worth and income information
    4. Social Security Number or passport
    5. ABA bank routing number and checking account number (typically found on a personal check or bank statement)

    If you are investing under Rule 506(c) of Regulation D, your status as an Accredited Investor will also need to be verified and you will be asked to provide documentation supporting your income, net worth, revenue, or net assets or a letter from a qualified advisor such as a Registered Investment Advisor, Registered Broker Dealer, Lawyer, or CPA.


    How much can I invest?

    An investor is limited in the amount that he or she may invest in a Reg CF offering during any 12-month period:

    • If either the annual income or the net worth of the investor is less than $100,000, the investor is limited to the greater of $2,000 or 5% of the lesser of his or her annual income or net worth.
    • If the annual income and net worth of the investor are both greater than $100,000, the investor is limited to 10% of the lesser of his or her annual income or net worth, to a maximum of $100,000.

    Separately, Carie Health has set a minimum investment amount of US $1,500.

    Accredited investors investing $20,000 or over do not have investment limits.


    After My Investment
    What is my ongoing relationship with the Issuer?

    You are a partial owner of the company, you do own securities after all! But more importantly, companies which have raised money via Regulation CF must file information with the SEC and post it on their websites on an annual basis. Receiving regular company updates is important to keep shareholders educated and informed about the progress of the company and their investment. This annual report includes information similar to a company’s initial Reg CF filing and key information that a company will want to share with its investors to foster a dynamic and healthy relationship.

    In certain circumstances a company may terminate its ongoing reporting requirement if:

    1. The company becomes a fully-reporting registrant with the SEC
    2. The company has filed at least one annual report, but has no more than 300 shareholders of record
    3. The company has filed at least three annual reports, and has no more than $10 million in assets
    4. The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
    5. The company ceases to do business

    However, regardless of whether a company has terminated its ongoing reporting requirement per SEC rules, SeedInvest works with all companies on its platform to ensure that investors are provided quarterly updates. These quarterly reports will include information such as: (i) quarterly net sales, (ii) quarterly change in cash and cash on hand, (iii) material updates on the business, (iv) fundraising updates (any plans for next round, current round status, etc.), and (v) any notable press and news.


    How can I sell my securities in the future?

    Currently there is no market or liquidity for these securities. Right now Carie Health does not plan to list these securities on a national exchange or another secondary market. At some point Carie Health may choose to do so, but until then you should plan to hold your investment for a significant period of time before a “liquidation event” occurs. A “liquidation event” is when Carie Health either lists their securities on an exchange, is acquired, or goes bankrupt.


    How do I keep track of this investment?

    You can return to SeedInvest at any time to view your portfolio of investments and obtain a summary statement. If invested under Regulation CF you may also receive periodic updates from the company about their business, in addition to monthly account statements.


    Other General Questions
    What is this page about?

    This is Carie Health's fundraising profile page, where you can find information that may be helpful for you to make an investment decision in their company. The information on this page includes the company overview, team bios, and the risks and disclosures related to this investment opportunity. If the company runs a side by side offering that includes an offering under Regulation CF, you may also find a copy of the Carie Health's Form C. The Form C includes important details about Carie Health's fundraise that you should review before investing.


    How can I (or the company) cancel my investment under Regulation CF?

    For offerings made under Regulation CF, you may cancel your investment at any time up to 48 hours before a closing occurs or an earlier date set by the company. You will be sent a reminder notification approximately five days before the closing or set date giving you an opportunity to cancel your investment if you had not already done so. Once a closing occurs, and if you have not canceled your investment, you will receive an email notifying you that your securities have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, you may go to your portfolio page


    What if I change my mind about investing?

    If you invest under any other offering type, you may cancel your investment at any time, for any reason until a closing occurs. You will receive an email when the closing occurs and your securities have been issued. If you have already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To cancel your investment, please go to your portfolio page.