Gali Health

 AI-powered personal health assistant for people with chronic conditions

Gali 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 Gali 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

  • Founder is a successful entrepreneur in biotech, health, and genomics. His prior company, NextBio, was acquired by a sequencing pioneer, Illumina, in 2013.
  • Product launched in March 2019 to an initial group of patient advocate users and influencers via Gali's Limited Access Program for the inflammatory bowel diseases (IBD) community.
  • Established collaborations with researchers at Stanford Hospital and UCSF.
  • Received a patent around Gali personalization engine (“Personalized Digital Health System Using Temporal Models”) and have an additional patent pending.
  • Raised over $2 million to date from top investors in biotech, consumer products, and genomics including Felicis Ventures (lead), Bold Capital, Bob Nelson (Arch Ventures), and Mostafa Ronaghi (Illumina).

Fundraise Highlights

  • Total Amount Raised: US $724,569
  • Total Round Size: US $900,000
  • Raise Description:  Seed
  • Minimum Investment:  US $1,000 per investor
  • Security Type:  Crowd Note
  • Valuation Cap:  US $12,000,000
  • Offering Type:   Side by Side Offering

We are on a mission to make sure nobody ever feels isolated, lost, or powerless in the face of existing or potential disease. Our AI-powered mobile personal health assistant named Gali relies on individual health information and collective intelligence to help people with chronic conditions proactively manage their health.

Gali Health is working to empower patients and advance precision medicine through an artificially-intelligent mobile personal health assistant named Gali. Gali mobilizes individual health information and collective intelligence to help people proactively manage their health while interacting with users in a natural way. By collaborating with patients and providers, Gali learns from a community of experts who curate and validate vast quantities of insights and provides highly personalized informational support related to the medical, lifestyle, and psychological aspects of living with a chronic disease. 

Product & Service

Gali - A Personalized Medicine Platform


Gali takes a unique integrative approach to chronic illness. Gali’s personalized medicine strategy consists of a tailored disease management program via our AI-based Gali Assistant and a therapeutic discovery pathway via our Gali Healthome Platform, which is in development. For specific disease indications, the Gali Assistant focuses on the unique management needs of each user while collecting and integrating genomic, microbiomic, lifestyle, and health data through our developing Healthome Platform. This approach allows us to explore individualized comprehensive solutions that address the day-to-day management and provide valuable insights into the underlying mechanisms of each disease.

Gali Assistant

We have developed a sophisticated mobile health platform and launched a limited release of the application to our Gali Ambassadors. The mobile application’s main feature is a health feed (similar in concept to Facebook, LinkedIn) that is personalized to each user and provides information, learning programs, and illness management support through doctor and patient-derived insights. Gali collects health insights from the patient and medical community and personalizes the delivery to each user.

Gali’s comprehensive health data monitoring system collects information about each user’s health and lifestyle through a combination of active self-reporting (disease history, clinically-validated surveys) and passive collection (wearables and our Apple Health integration, which is currently in beta and available to a limited number of users) all of which further informs users’ health feeds. By using this data, Gali also analyzes health trends over time to provide unique analytical insights that can inform a user’s clinical care.

Gali Healthome Platform

The development of novel therapeutic approaches for chronic diseases requires deep understanding of affected populations. For that we need large quantities of real world data, such as lifestyle and behavioral factors impacting chronic illness outcomes, in addition to traditional health history.

Therefore, Gali Health is currently developing therapeutic and diagnostic programs based on the creation and mining of comprehensive collections of “Healthomes” within disease indications that are also supported by the Gali Assistant. To complement the anonymized phenotypic data the Gali Assistant will aggregate, we will also proactively sequence the genomes and microbiomes of some of our users, with their consent, as part of building out a Gali Healthome Platform.

Business Model

We provide the Gali Assistant free of charge to global chronic disease communities. This allows us to provide value immediately and build a sense of collaboration and value.

We also plan to carry out clinical studies to demonstrate Gali’s positive impact on clinical endpoints and patients’ quality of life and to seek Gali’s inclusion into payors’ health plans. This more advanced “prescription” version of Gali would offer special tools to integrate Gali within payors' provider health systems. Our ultimate goal would be to seek Gali reimbursement, as the digital health landscape and payor support evolves.

The Gali Healthome Platform will be used for new personalized medicine programs and partnerships with pharma. 

Team Story

Gali Health founder, Ilya Kupershmidt, has dedicated his professional life to helping research scientists and doctors make sense of complex medical data. But despite his background in healthtech, he still struggled to help loved ones answer basic medical questions, understand different approaches to treatment, or simply make better everyday healthcare decisions. He didn’t know what all the options were or how to sift through online resources, forums, and patient groups on social media for information that is relevant and trustworthy.

That’s how the idea behind Gali was born: a proactive and caring friend who knows us well enough to provide relevant, medically-validated information whenever we need it. Gali is named after Ilya's grandmother, whose care and love were unconditional.

The team Ilya assembled has first-hand experience in launching new ventures in biotech and genomics, creating consumer products and mobile applications, providing medical care, and conducting clinical research, patient advocacy, and building engaged communities. Most of us live with chronic conditions and realize that not everyone has a medically knowledgeable and dedicated friend at their side. But we firmly believe that everybody deserves one.

Founders and Officers

Ilya Kupershmidt

CEO & Founder

Ilya Kupershmidt is a biotech entrepreneur creating transformative products and businesses at the intersections of health, human genome, and software. He believes that combining smart technology with real-world data, DNA information, and community-derived insights can improve the lives of patients and help to develop novel, personalized therapies. He co-founded NextBio – a biotech company focused on applying large-scale patient and genomic data for therapeutic and clinical discoveries. NextBio was acquired by sequencing pioneer Illumina, where Ilya subsequently led the company’s software products and informatics strategy. Before that, Ilya was in charge of industry partnerships at a genomic software startup that helped scientists understand data coming out of the Human Genome Project (later acquired by Agilent). Ilya did his undergraduate work at UC San Diego and graduate work in large-scale clinical genome applications at the Science for Life Labs/Karolinska Institute, Stockholm. He currently serves as a board member and advisor to other biotech companies. In his free time, Ilya loves to kitesurf and attend theater and music.

Ilya Kupershmidt

CEO & Founder

Ilya Kupershmidt is a biotech entrepreneur creating transformative products and businesses at the intersections of health, human genome, and software. He believes that combining smart technology with real-world data, DNA information, and community-derived insights can improve the lives of patients and help to develop novel, personalized therapies. He co-founded NextBio – a biotech company focused on applying large-scale patient and genomic data for therapeutic and clinical discoveries. NextBio was acquired by sequencing pioneer Illumina, where Ilya subsequently led the company’s software products and informatics strategy. Before that, Ilya was in charge of industry partnerships at a genomic software startup that helped scientists understand data coming out of the Human Genome Project (later acquired by Agilent). Ilya did his undergraduate work at UC San Diego and graduate work in large-scale clinical genome applications at the Science for Life Labs/Karolinska Institute, Stockholm. He currently serves as a board member and advisor to other biotech companies. In his free time, Ilya loves to kitesurf and attend theater and music.

Key Team Members

David Goodman, MD, PhD

Chief Medical Officer

Anatoly Volovik

Head of Product Management

Kayla Kraich

Director Clinical Programs

Anna Arutiunova

Head of Communications

Arielle Radin

Director Clinical Research

Notable Advisors & Investors

Andrew Rabinovich, PhD

Advisor, Head of AI at Magic Leap

Sidhartha Sinha, MD

Advisor, Asst. Professor of Medicine at Stanford

Irina Strigo, PhD

Advisor, Asst. Professor, Director of Stress and Pain Unit, UC San Francisco

Andrew DiMichele

Advisor, Cofounder of Omada Health

Jenna Benn Shersher

Advisor, Founder of Twist Out Cancer

Q&A with the Founder

  • Please detail the current stage of your product/platform development.

    We have tested the Gali limited prototype with a group of inflammatory bowel diseases (IBD) patients last year (2018) and have been working on integrating corresponding feedback into Gali product for a formal release. The Gali beta version should be launched in Q2, with subsequent releases to an increasingly broader IBD community.

  • Please describe your typical customer/user profile.

    Typical Gali users are individuals who live with one or more chronic conditions. Users are often burdened by the day-to-day management of their condition and are looking for support in improving their overall illness experience. Gali users are consumers who are turning to social media and the internet to gather health information and see the benefits of utilizing mobile technology to track their overall health. Many also understand that chronic illness is multifaceted and are excited to leverage their personal data to uncover patterns that will ultimately improve their health experience.

    As mentioned, our initial set of users are individuals with IBD. IBD is an umbrella term for diseases hallmarked by chronic inflammation of the digestive tract. Gali early users will have a diagnosis of Crohn’s disease, ulcerative colitis, or indeterminate colitis. Cycling through episodes of active and dormant illness, users will present with a wide array of clinical, psychosocial, informational, treatment and management needs. The heterogeneity of the IBD community presents a unique opportunity for personalized management support in order to improve overall quality of life.

  • Please detail your competitive advantages.

    Our team has medical, technical, analytical, and consumer expertise and a track record of biotechnology and consumer companies that are required to develop complex digital healthcare solutions. Our company is developing a unique technology that combines disease expertise with focus on personalization and AI-driven automation.

    Ilya Kupershmidt is a successful, serial entrepreneur and an expert in large data, genomics, and software for health and biomedical applications.

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

    The three essential aspects that together make Gali stand out from other health technology related solutions include:

    1. deep focus on the disease
    2. high level of automation of personalized support (to enable direct to consumer)
    3. community-driven health insights

    Below are some of the examples of companies in our space that have some, but not all key characteristics of Gali:

    AI assistants (e.g. Ava,

    Designed to help diagnose the cause of a problem (e.g. stomach pain), without focus on disease and without enabling ongoing personalized health management over time.

    Digital Therapeutics & Coaching (e.g. Vida Health, Omada Health)
    For the most part these companies evolved as “providers” - having a combination of mobile technology and coaching and clinical staff. The mobile technology is limited and designed to support coach/doctor interaction with the patient, rather than AI-driven automation. These are “concierge-type” health services providers that are technology assisted.

    Symptom trackers (e.g. GI buddy, Oshi)

    These generally have limited functionality or disease intelligence, and are focused on monitoring health parameters over time (e.g. symptom flare-up). This category of tools is not designed to provide ongoing, personalized support, as in the case of Gali or deep disease knowledge.
  • Please detail your barriers to entry which would prevent others from entering your space and replicating what you do.

    Once we establish Gali as a valuable product for the chronic disease community globally, it will be hard for someone to simply come in and replicate that effort and the community trust that we developed. In addition, there is a network effect in bringing more users on board -- Gali gets exponentially smarter, offering better level of support and an even stronger barrier to entry.

    Our IP is protected by a broad patent related to AI-driven longitudinal, personalized health support.

  • 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:

  • Round size:
    US $900,000

  • Raised to date:
    US $724,569
    US $245,494 (under Reg CF only)

  • Minimum investment:
    US $1,000

  • Target Minimum:
    US $100,000
  • Key Terms

  • Security Type:
    Crowd Note

  • Conversion discount:

  • Valuation Cap:
    US $12,000,000

  • Interest rate:

  • Note term:
    24 months
  • 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 $50,000 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 Gali Health has set an overall target minimum of US $100,000 for the round, Gali Health 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 Gali Health's Form C.

  • 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

    Prior Rounds

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

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


  • Round Size
    US $500,000
  • Closed Date
    Sep 15, 2018
  • Security Type
    Convertible Note
  • Seed

  • Round Size
    US $2,000,000
  • Closed Date
    Mar 31, 2019
  • Security Type
    Convertible Note
  • Valuation Cap
    US $7,000,000
  • Financial Discussion


    Gali Health, Inc. (“the Company”) was incorporated on October 20, 2015 under the laws of the State of Delaware, and is headquartered in San Francisco, California. Gali Health hosts a software application that is working to advance precision medicine through crowdsourcing personal health data and medically‐validated insights, and by providing highly personalized informational support on the medical, lifestyle and psychological aspects of living to those with chronic disease.

    The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

    Liquidity and Capital Resources

    The proceeds from the Offering are essential to our operations. The Company plans 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 $1,110,963.65 in cash on hand as of April 30, 2019, which will be augmented by the Offering proceeds and used to execute our business strategy.

    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.

    Market Landscape

    In the United States 6 in 10 adults suffer from a chronic condition and 4 in 10 manage two or more. By 2030, 75% of the world’s population will suffer from chronic disease, resulting in an estimated $47 trillion global economic burden. Today, most of disease management falls on the patient, and without the proper tools to actively participate in their care many are left vulnerable to treatment non-adherence, disease progression, and psychological burden.

    Consumers thus increasingly turn to the Internet and social media to gather health information while also using mobile technology to monitor their conditions. While self-management interventions have shown promising results in a wide variety of chronic conditions, including inflammatory bowel diseases (IBD), existing self-management tools still don’t account for the diversity of individual health journeys. Affecting over 3 million people and accounting for $30 billion in healthcare spending, IBD and its complexity in patient variation demands a more personalized management approach.

    Healthcare at a glance:

    • Average U.S. primary care provider has 1,200 patients. U.S. could be over 100,000 physicians short by 2030.
    • 74% of Internet users engage on social media, 80% of those users specifically seek health-related information. 70% of Millennials have shared their healthcare experiences online.

    • 93% of physicians believe mHealth apps can improve patients' health and 69% of people track their own health data (either through an app or just in their head).

    • mHealth market is growing by 38% annually, expected to hit $289 billion by 2025. 61% of people have downloaded an mHealth app and 1 in 3 physicians recommends apps to patients. 

    Risks and Disclosures

    The development and commercialization of the Company’s products and services are highly competitive. It faces competition with respect to any products and services that it may seek to develop or commercialize in the future. Its competitors include major companies worldwide. The health app market is an emerging industry where new competitors are entering the market frequently. Many of the Company’s competitors have significantly greater financial, technical and human resources and may have superior expertise in research and development and marketing approved services and thus may be better equipped than the Company to develop and commercialize services. These competitors also compete with the Company in recruiting and retaining qualified personnel and acquiring technologies. Smaller or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Accordingly, the Company’s competitors may commercialize products more rapidly or effectively than the Company is able to, which would adversely affect its competitive position, the likelihood that its services will achieve initial market acceptance and its ability to generate meaningful additional revenues from its products and services.

    The Company forecasts project aggressive growth post-raise. 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 is pre-revenue and may not be successful in its efforts to grow and monetize its product. It has limited operating capital and for the foreseeable future will be dependent upon its ability to finance operations from the sale of equity or other financing alternatives. There can be no assurance that the Company will be able to successfully raise operating capital. The failure to successfully raise operating capital, and the failure to effectively monetize its products, could result in bankruptcy or other event which would have a material adverse effect on the Company and the value of its shares. The Company has limited assets and financial resources, so such adverse event could put investors’ dollars at significant risk.

    The Company may not be successful in obtaining issued patents. The Company's success depends significantly on their ability to obtain, maintain and protect their proprietary rights to the technologies used in their services. The Company filed a patent application for a personalized digital health system using temporal models. Filing a patent application only indicates that they are pursuing protection, but the scope of protection, or whether a patent will even be granted, is still undetermined. The Company is not currently protected from their competitors. Moreover, any patents issued to them may be challenged, invalidated, found unenforceable or circumvented in the future. Any intellectual enforcement efforts the Company seeks to undertake, including litigation, could be time-consuming and expensive and could divert management’s attention.

    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 the 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 may be unable to maintain, promote, and grow its brand through marketing and communications strategies. It may prove difficult for the Company to dramatically increase the number of customers that it serves or to establish itself as a well-known brand in the competitive health app space. Additionally, the product may be in a market where customers will not have brand loyalty.

    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 the year, they will be ramping up cash burn to promote revenue growth, 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 CEO will be paid a high salary post-raise. The Company’s CEO will be 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 founder-CEOs 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.

    While the Company is registered to do business in California, the Company is currently not registered as a foreign corporation authorized to do business specifically in San Francisco. The Business Corporation Law provides that all businesses that operate in San Francisco must register with the city. The Company is currently operating out of San Francisco. SeedInvest has not conducted any analysis to determine whether such registration is required, but failing to properly register may lead to monetary penalization, inability to initiate a lawsuit, and difficulties with licensing. There is no guarantee that the company will register to avoid possible penalization.

    The Company has not filed a Form D for its previous 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.

    The Company has engaged in Related Party Transactions. During the years ended December 31, 2018 and 2017, a shareholder of the Company made a series of advances in exchange for one collective SAFE agreement dated April 22, 2019, in the aggregate of $496,000. These advances, bear no interest and have no maturity date, and has the same conversion provisions as outlined in Note 4. At December 2018 and 2017, the amount of advances outstanding is $426,000 and $176,000, respectively, and are recorded under ‘SAFE agreements’ on the balance sheets.

    The company is subject to many U.S. federal and state laws and regulations, including those related to privacy, rights of publicity, and law enforcement. These laws and regulations are constantly evolving and may be interpreted, applied, created, or amended, in a manner that could harm our business. The technology and use of the technology in our product may not be legislated, and it is uncertain whether different states will legislate around this technology, and, if they do, how they will do so. Violating existing or future regulatory orders or consent decrees could subject us to substantial monetary fines and other penalties that could negatively affect our financial condition and results of operations.

    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") 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.

    Gali 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 Gali 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 Gali 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 Gali Health. Once Gali Health accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Gali Health in exchange for your securities. At that point, you will be a proud owner in Gali 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, Gali Health has set a minimum investment amount of US $1,000.

    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 Gali Health does not plan to list these securities on a national exchange or another secondary market. At some point Gali 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 Gali 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 Gali 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 Gali Health's Form C. The Form C includes important details about Gali 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 account's portfolio page by clicking your profile icon in the top right corner.

    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 account's portfolio page by clicking your profile icon in the top right corner.