- Generated $6.5M+ in revenue in 2018 with 37.9% gross margins and 10% EBITDA margins. Achieved double-digit revenue growth, expanded gross margins, and increased EBITDA in every year since 2015 (unaudited).
- Provided more than 57,000 services to clients, including the management of serious and complicated medical issues such as cancers, cardiovascular, orthopedic, neurologic, autoimmune, and many other disease categories.
- Currently serving 13 corporate clients, covering more than 1,777 employees, and their families. We have grown our corporate clients from 7 to 13 since 2013, with an average annual renewal rate of 97% for that period. These clients include a publicly traded investment bank, private equity firms, hedge funds, investment management firms, and more.
- Resources include a database of more than 15,000 evaluated top physicians in more than 350 specialties and sub-specialties, a proprietary natural language, AI-powered medical literature search engine, and a medical research library of more than 1,500 detailed, research-backed reports.
- Experienced senior management team has more than 100 years of healthcare leadership and entrepreneurial experience.
- Total Round Size: US $6,000,000
- Series C :
- Minimum Investment: US $1,000 per investor
- : Preferred Equity
- US $12,500,000 :
- : US $2,000,000
- Side by Side Offering
The U.S. healthcare industry is marked by unnecessarily high costs, variable quality, and growing complexities. We spend $3.5 trillion per year, or $10,000 per person, 1/3 of which is wasted on unnecessary tests and treatments.
Private Health provides comprehensive, tech-enabled healthcare navigation, patient education, and support services for companies and individuals globally.
Our proprietary process has 4 steps:
- Immersion: collect and review relevant information, including medical records, tests, imaging, etc.
- Diagnosis: determine or confirm accuracy and completeness
- Treatment Planning: establish an individualized treatment plan, consulting top experts
- Treatment Implementation: ensure proper implementation, adjusting as needed
Here are a few examples:
- A client was misdiagnosed with metastatic melanoma and told to “get her affairs in order”. We ordered diagnostic tests that determined the proper diagnosis and enrolled her in a clinical trial that provided 3 promising experimental new drugs at no cost, leading to a symptom-free, no evidence of disease, result.
- A client suffered from an undiagnosed condition for 10 years. We determined the correct diagnosis in weeks and implemented a curative treatment.
- A client had debilitating back pain. We avoided a painful, expensive surgery by determining the exact pain cause and treating it with intense, targeted physical therapy.
Our resources include:
- Proprietary database of more than 15,000 vetted physicians in more than 350 specialties
- Proprietary natural language, AI-powered medical literature search engine
- Medical research library of more than 1,500 reports
- Highly trained clinicians who lead our cases
- Unique research department staffed by PhDs, MDs, and PharmDs
- Logistics coordinators
- Medical record collectors
- Global emergency care access
Our 3 services are designed for different markets:
Corporate: 25% of 2018 revenue, projected to grow to approximately 50% of 2022 revenue
1. Enterprise Health Service
- Healthcare quality improvement and cost containment via comprehensive care navigation, clinical support, and empowerment services
- Clients include a publicly traded investment bank, private equity firms, hedge funds, investment management firms, consulting firms, and family offices
- Pricing: $1,000 per employee per year (minimum 100 employees), one-time initiation fee, one year initial term, unlimited utilization
Consumer (generally high net worth individuals and people of means): 75% of 2018 revenue, projected to be approximately 50% of 2022 revenue
2. Intensive Case Management Service
- Comprehensive care management across the spectrum of medicine
- Priority access to top physicians, medical literature research, logistics coordination, emotional, and decision-making support
- Clients have serious medical issues
- Pricing: ranges from $50,000 to $75,000 for a set period of time (generally 4 months), paid in full up front. Most cases involve extensions with additional fees.
- Comprehensive prevention, diagnosis, treatment and emergency healthcare coordination, and optimization
- Top-tier physician referrals, personalized health research, custom travel reports, and medical records management
- Clients are generally well and healthy
- Pricing: ranges from approximately $10,000 to $20,000 per year, depending on age and acuity. Paid in full up front with a one-time initiation fee.
- Enterprise Health Service: In 2018, this business generated $1.6 million in revenue, 67% gross margin, and 25% revenue growth vs. prior year. In 2022, we project revenue of almost $13 million, 64% gross margin, and 90% revenue growth vs. prior year. This revenue growth represents a 67% CAGR.
- Intensive Case Management: In 2018, this business generated $4 million in revenue, 34% gross margin, and 11% revenue growth vs. prior year. In 2022, we project revenue of $10 million, 49% gross margin, and 19% revenue growth vs. prior year. This revenue growth represents a 26% CAGR.
- Membership: In 2018, this ancillary business generated $1 million in revenue and single digit gross margins. In 2022, we project revenue of $1.5 million, 26% gross margin, and 11% revenue growth vs. prior year. This revenue growth represents a 11% CAGR.
*These statements reflect management’s current views with respect to future events based on information currently available and is subject to risks and uncertainties. These statements are meant for illustrative purposes and do not represent guarantees of future results, levels of activity, performance, or achievements.
We plan to scale our top 2 lines of business:
- Corporate (Enterprise Health Service): This is potentially a $64 billion market. Our proven annuity B-to-B service has high and growing gross margins. Our referenceable client base of highly respected financial service firms includes Alvarez & Marsal, Canyon Partners, Houlihan Lokey, and Kayne Anderson Capital Partners. We plan to hire dedicated sales resources to expand our presence in the financial sector, followed by tech, and develop distribution relationships with health insurance brokers and benefits consultants.
- Consumer (Intensive Case Management): This is potentially a $98 billion market with approximately $100,000 annual revenue per client. As high net worth individuals understand the speed of biomedical advances and the challenges of navigating healthcare systems, we expect our service to be more appealing. We have seen strong growth due to word of mouth and plan to invest in targeted digital marketing.
Private Health Management was founded after seasoned healthcare executives Leslie Michelson and Gregg Britt saw firsthand the significant difference between the best healthcare and routine care in the fields of prostate cancer and HIV/AIDS. They saw that people who were treated by the best doctors with the most advanced techniques did far better than those who did not, in what was often a matter of life or death. After years of nights and weekends helping family and friends navigate the complicated and confusing healthcare system, they saw an opportunity to leverage their track record of building successful, innovative healthcare service businesses and redefine the healthcare experience.
Private Health’s mission is to deliver the best of what is possible in medicine by helping our clients obtain the highest quality, most cost-effective healthcare. We are driven by data, but we lead with our hearts. We support our clients emotionally, intellectually, clinically, and logistically because that’s the way that we would want to be supported.
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.
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.
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.
The graph below illustrates theor the of Private Health Management's prior rounds by year.
U.S. employers spend almost $880 billion on healthcare benefits annually. These costs are highly concentrated, as the top 10% of cases generate 65% of costs and the top 1% of cases each cost approximately $100,000. Not surprisingly, almost 80% of large employers see high cost claimant management as critical.
Fortunately, biomedical research is rapidly accelerating, with almost 70,000 medical articles published monthly. This dramatically increases the opportunity to significantly improve outcomes, placing a higher premium on the ability to effectively navigate the system.
Unlike most sectors in the economy, in healthcare there is little relationship between price and quality. The market potential for services to improve quality and reduce unnecessary costs is large and unrealized.
Some companies offer quality improvement and cost control services, but as they do not make a clinical difference, they do not have a meaningful impact. Indeed, when analyzing the $8 billion wellness industry’s failures, a recent JAMA editorial noted, “Investments in more targeted approaches that focus on those individuals with elevated risks for or already having poor health status or health behaviors may yield larger health and economic benefits.” This is precisely what Private Health does.
- Corporate (EHS): There are 129 million full-time U.S. employees. If we were to serve them all at $500 per employee per year (half our current price), that would represent a $64 billion market. Our near-term goal is to serve the 23 million financial and high-tech employees, representing a $12 billion market.
- Consumer (ICM): There are 20 million high net worth individuals in the world. Each ICM client delivers approximately $100,000 in the first year. If 5% are likely to have a serious medical issue, 5% penetration would represent a $5 billion market.
The Company’s sales cycle is long and could be unpredictable, which can result in variability of its financial performance. Additionally, long sales cycles might 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 could 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 services. The sales process involves educating customers about the Company’s services, participating in extended services evaluations and configuring the services to customer-specific needs. During the sales cycle, the Company might expend significant time and resources 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 might 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.
Failure to obtain new clients or renew client contracts on favorable terms could adversely affect results of operations. The Company could face pricing pressure in obtaining and retaining their clients. Its clients might be able to seek price reductions from the Company when they renew a contract, when a contract is extended, or when the client’s business has significant volume changes. The Company’s clients might also reduce services if they decide to move services in-house. On some occasions, pricing pressure results in lower revenue from a client than the Company had anticipated based on their previous agreement with that client. This reduction in revenue could result in an adverse effect on the Company’s business and results of operations.
Further, failure to renew client contracts on favorable terms could adversely affect the Company's business. The Company's contracts with clients generally run for several years and include liquidated damage provisions that provide for early termination fees. Terms are generally renegotiated prior to the end of a contract’s term. If the Company’s not successful in achieving a high rate of contract renewals on favorable terms, its business and results of operations could be adversely affected.
The Company’s expenses will significantly increase as they seek to execute their current business model. Although the Company is profitable and has had positive cash flow for the past six quarters, , it will be ramping up expenses significantly to promote revenue growth, further develop its technology, and fund other Company operations after the raise. It is likely that the increase in expenses will precede incremental revenue, which will decrease profitability and could result in negative cash flow.
In order for the Company to compete and grow, it must attract, recruit, retain and develop the necessary personnel who have the needed experience. Recruiting and retaining highly qualified personnel is critical to the Company's success. These demands might require the Company to hire additional personnel and will require its existing management personnel to develop additional expertise. The Company faces intense competition for personnel. The failure to attract and retain personnel or to develop such expertise could delay or halt the development and commercialization of the growth of its business. If the Company experience difficulties in hiring and retaining personnel in key positions, it could suffer from delays in revenue growth, loss of customers and sales and diversion of management resources, which could adversely affect operating results. The Company's consultants and advisors might be employed by third parties or might have commitments under consulting or advisory contracts with third parties that could limit their availability to the Company.
The Company currently has shareholder loans outstanding in the amount of $2,328,483, owed to the two founders, Leslie Michaelson and Gregg Britt. Concurrently with the close of this offering, half of the outstanding founder loans, or $1,164,241.50 will convert at a discount of 15% into the Series C stock. The remaining shareholder loans will remain outstanding, accruing interest at a rate of 8% per annum. The remaining amount will begin amortising on January 1, 2021. The loan will amortise over 3 years and be paid from operating cash flows. The lenders have the right to increase the repayment amount on any given payment date, so long as the company cash position remains above $3,000,000.
The Company has outstanding liabilities owed to a prior landlord and a consultant. These liabilities are currently being paid down with positive cash flow. As of July 31, 2019, the liability to the prior landlord totals $351,058 and is subject to a settlement agreement which requires the Company to fully pay the liability upon completion of a capital raise in excess of $1,000,000. The Company intends to negotiate a revised agreement with the landlord either to settle this liability at a reduced amount or to continue to pay it down over time with positive cash flow. However, no guarantees can be made that the Company will succeed in negotiating a revised agreement, As such, certain proceeds from this capital raise might be used to settle that liability.
The Company was subject to a down-round in 2010 following turbulence in the global financial markets. The Company has negotiated an agreement with the lead investors of that Series B round to buy back their shares on terms that are favorable to new and ongoing shareholders. Those investors currently own more than 40% of the Company. If the option is not exercised, expires, or is not extended, the Company’s large investor will continue to be a shareholder of the Company.
One of the founders, Gregg Britt, is also founder of Innovis, a single member LLC consulting business. Leslie Michaelson is also director of the board of a real estate investment trust. As a result, these key personnel might not devote all of their time to the business, and might from time to time serve as employees, officers, directors, and consultants of other companies.
An overall decline in economic activity could adversely affect the financial condition and results of operations of our business. The results of our business are generally affected by the level of economic activity generally, especially in the industries and markets our client and prospective clients serve. Additionally, substantial changes to trade, monetary and fiscal policies, political conditions, and constriction and volatility in the credit markets could occur and would affect our business. Economic downturns in some markets could cause reductions in discretionary spending by our clients, which could result in reductions in the growth of new business as well as reductions in existing business. If our clients become financially less stable, enter bankruptcy, liquidate their operations or consolidate, our revenues and/or collectability of receivables could be adversely affected. Our contracts also depend upon the number of our clients’ employees or the number of participants in our clients’ employee benefit plans. If our clients become financially less stable, change their staffing models, enter bankruptcy, liquidate their operations or consolidate, that could result in layoffs or other reductions in the number of participants in our clients’ employee benefit plans. Reduced demand for the Company’s services could increase price competition and have an adverse effect on its financial condition or results of operations.
The Company faces significant competition and its failure to compete successfully could have a material adverse effect on the financial condition and results of operations of its business. The Company’s competitors might have greater resources, larger customer bases, greater name recognition, stronger presence in certain geographies and more established relationships with their customers and suppliers than the Company. In addition, new competitors, alliances among competitors or mergers of competitors could gain significant market share and some of the Company’s competitors might have or might develop a lower cost structure, adopt more aggressive pricing policies or provide services that gain greater market acceptance than the services that the Company offers or develops. Large and well-capitalized competitors might be able to respond to the need for technological changes and innovate faster, or price their services more aggressively. They might also compete for skilled professionals, finance acquisitions, fund internal growth and compete for market share more effectively than the Company. If the Company is unable to compete successfully, it could lose market share and clients to competitors, which could materially adversely affect its results of operations. To respond to increased competition and pricing pressure, the Company might have to lower the cost of its solutions or decrease the level of service provided to clients, which could have an adverse effect on its financial condition or results of operations.
The Company relies on information technology systems and networks to operate its business. Any significant system or network disruption due to a breach in the security of the Company’s information technology systems could expose the Company to legal liability, impair its reputation or have a negative impact on its operations, sales and operating results. The Company relies on the efficient, uninterrupted and secure operation of information technology systems and networks, some of which are operated internally and some of which are outsourced to third-party providers with the intent of protecting and the security of our customers’, clients’ and suppliers’ confidential information and information related to identifiable individuals (including financial and health information whoever it results) against unauthorized access through the Company’s information technology systems or by other electronic transmission or through the misdirection, theft or loss of physical media. These include, for example, the appropriate encryption of information and the use of anti-virus, anti-malware and other protections. All information technology systems are potentially vulnerable to damage or interruption from a variety of sources, including but not limited to cyber-attacks, computer viruses, malware, hacking, fraudulent use attempts, phishing attacks and security breaches. The Company’s systems might also be subject to compromise from internal threats such as improper action by employees, vendors and other third parties with otherwise legitimate access to our systems. Despite the Company’s efforts, it periodically experiences attacks to its systems and networks and has from time to time experienced cyber security incidents such as computer viruses, unauthorized parties gaining access to its information technology systems and similar matters, which to date have not had a material t and becoming increasingly more sophisticated and often are not recognized until launched against a target, the Company or its third-party providers might be unable to anticipate these techniques or implement sufficient preventative measures. If the Company is unable to efficiently and effectively maintain and upgrade its system safeguards, it might incur unexpected costs and certain of its systems could become more vulnerable to unauthorized access. In the future, these types of incidents could result in confidential information being lost or stolen, including client, employee or business data. In addition, the Company might not be able to detect breaches in its information technology systems or assess the severity or impact of a breach in a timely manner.
The Company has implemented various measures to manage its risks related to system and network security and disruptions, but an actual or perceived security breach, a failure to make adequate disclosures to the public or law enforcement agencies following any such event or a significant and extended disruption in the functioning of our information technology systems could damage the Company’s reputation, cause it to lose clients, adversely impact its operations, sales and operating results and require the Company to incur significant expense to address and remediate or otherwise resolve such issues. Additionally, in order to maintain the level of security, service and reliability that its clients require, the Company might be required to make significant additional investments in its methods of delivering services.
Improper access to, misappropriation, destruction or disclosure of confidential, personal or proprietary data as a result of employee or vendor malfeasance or cyber-attacks could result in financial loss, regulatory scrutiny, legal liability or harm to the Company’s reputation. One of the Company’s significant responsibilities is to maintain the security and privacy of its employees’ and clients’ confidential information and the confidential information about clients’ employees’ medical information and other personally identifiable information. The Company maintains policies, procedures and technological safeguards designed to protect the security and privacy of this information. Nonetheless, it cannot eliminate the risk of human error or inadequate safeguards against employee or vendor malfeasance or cyber-attacks that could result in improper access to, misappropriation, destruction or disclosure of confidential, personal or proprietary information, and the Company might not become aware in a timely manner of any such security breach. Such unauthorized access, misappropriation, destruction or disclosure could result in the loss of revenue, reputational damage, indemnity obligations, damages for contract breach, civil and criminal penalties for violation of applicable laws, regulations or contractual obligations, and significant costs, fees and other monetary payments for remediation. Furthermore, the Company’s clients might not be receptive to services delivered through its information technology systems and networks following an actual or perceived security breach due to concerns regarding transaction security, user privacy, the reliability and quality of internet service and other reasons. The release of confidential information as a result of a security breach could also lead to litigation or other proceedings against the Company by affected individuals or business partners, or by regulators, and the outcome of such proceedings, which could include penalties or fines, could have a significant negative impact on its business.
In many jurisdictions, including the United States and the European Union, the Company is subject to laws and regulations relating to the collection, use, retention, security and transfer of this information including the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) and the HIPAA regulations governing, among other things, the privacy, security and electronic transmission of individually identifiable protected health information and The European Union General Data Protection Regulation (“GDPR”). These laws and regulations are frequently changing and are becoming increasingly complex and sometimes conflict among the various jurisdictions and countries in which the Company provides services, both in terms of substance and in terms of enforceability. This makes compliance challenging and expensive. The Company’s failure to adhere to or successfully implement processes in response to changing regulatory requirements in this area could result in legal liability or impairment to its reputation in the marketplace. Further, regulatory initiatives in the area of data protection are more frequently including provisions allowing authorities to impose substantial fines and penalties, and therefore, failure to comply could also have a significant financial impact.
Changes in regulation, including changes in regulations related to health and welfare plans, fiduciary rules, pension reform and data privacy and data usage, their application and interpretation could have an adverse effect on the Company’s business. In addition to the complexity of the laws and regulations themselves, the development of new laws and regulations, changes in application or interpretation of laws and regulations and the Company’s continued operational changes and development into new jurisdictions and new service offerings also increase the Company’s legal and regulatory compliance complexity, as well as the type of governmental oversight to which it might be subject. These changes in laws and regulations could mandate significant and costly changes to the way the Company implements its services and solutions or could impose additional licensure requirements or costs to its operations and services. Furthermore, as the Company enters new jurisdictions or lines of businesses and other developments in its services, it could become subject to additional types of laws, policies, governmental oversight and supervision. In all jurisdictions, the applicable laws and regulations are subject to amendment or interpretation by regulatory authorities. In addition, new regulatory or industry developments could create an increase in competition that could adversely affect the Company. These potential developments include:
- changes in regulations relating to health and welfare plans, including potential changes to the Patient Protection and Affordable Care Act (the “ACA”), defined contribution and defined benefit plans;
- changes in regulations relating to fiduciary rules;
- additional requirements respecting data privacy and data usage in jurisdictions in which the Company operates that could increase the costs of compliance and potentially reduce the manner in which data can be used by the Company to develop or further our product offerings; and
- additional regulations promulgated by other regulatory bodies in jurisdictions in which the Company operate.
For example, there have been, and likely will continue to be, legislative and regulatory proposals at the federal and state levels directed at addressing the availability of healthcare and containing or lowering the cost of healthcare. Although the Company cannot predict the ultimate content or timing of any healthcare reform legislation, potential changes resulting from any amendment, repeal or replacement of these programs, including any reduction in the future availability of healthcare insurance benefits, could adversely affect its business and future results of operations.
The Company’s services are also the subject of ever-evolving government regulation, either because the services provided to or business conducted by its clients are regulated directly or because third parties upon whom the Company relies to provide services to its clients are regulated, thereby indirectly impacting the manner in which the Company provides services to those clients. Changes in laws, government regulations or the way those regulations are interpreted in the jurisdictions in which the Company operates, including changes in regulations relating to health and welfare plans (such as medical), could affect the viability, value, use or delivery of its services and could adversely affect the demand for, or profitability of, its services.
The Company’s business performance and growth plans could be negatively affected if it is not able to effectively apply technology in driving value for its clients or gaining internal efficiencies. Conversely, investments in innovative product offerings might fail to yield sufficient return to cover their costs. The Company’s success depends, in part, on its ability to develop and implement new or revised solutions that anticipate and keep pace with rapid and continuing changes in technology, industry standards and client preferences. The Company might not be successful in anticipating or responding to these developments on a timely and cost-effective basis, and its ideas might not be accepted in the marketplace. Additionally, the effort to gain technological expertise might require the Company to incur significant expenses.
If the Company cannot utilize new technologies as quickly as its competitors or if its competitors develop more cost-effective technologies, it could have a material adverse effect on the Company’s ability to obtain and complete client engagements.
The Company potentially is subject to professional liability claims against it as well as other contingencies and legal proceedings relating to its delivery of services, some of which, if determined unfavorably to the Company, could have an adverse effect on its financial condition or results of operations. The Company assists its clients with identifying and sourcing optimal medical services to meet its clients’ medical needs. Third parties could allege the Company’s potential liability for damages arising from these services in professional liability claims against it. It is not always possible to prevent and detect errors and omissions, and the precautions the Company takes might not be effective in all cases. In addition, the Company is subject to other types of claims, litigation and proceedings in the ordinary course of business, which along with professional liability claims, could seek damages, including punitive damages, in amounts that could, if awarded, have a material adverse impact on the Company financial position, earnings, and cash flows. In addition to potential liability for monetary damages, such claims or outcomes could harm the Company’s reputation or divert management resources away from operating its business. While the Company maintains insurance to cover various aspects of such professional liability claims and other claims, such coverage might not be adequate or applicable for such claims, in which case the Company could be liable for damages in amounts that could have a material adverse impact on its business. In some cases, due to other business considerations, the Company might elect to pay or settle professional liability or similar claims even where it might not be contractually or legally obligated to do so.
Accruals for exposures, and related insurance receivables, when applicable to the Company, would need to be made to the extent that losses are deemed probable and are reasonably estimable. These accruals and receivables, adjusted from time to time as developments warrant, could also be adversely affected by disputes the Company might have with our insurers over coverage.
The ultimate outcome of claims, lawsuits and proceedings might not be ascertainable, and liabilities in indeterminate amounts could be imposed on the Company. It is possible that the Company’s future results of operations or cash flows for any particular quarterly or annual period could be materially affected by an unfavorable resolution of such matters.
The Company might become involved in litigation that could harm the value of its business. The Company might be subject to, and become a party to, various lawsuits, claims, audits and investigations, or other legal matters that arise in the ordinary course of its business, any of which could result in substantial costs and divert its attention and resources. Its business is subject to the risk of litigation involving current and former employees, clients, partners, suppliers, shareholders, or others through various proceedings, actions or other litigation. Regardless of the merits of the claims, the cost to defend litigation could be significant, and such matters could be time-consuming and divert management’s attention and resources. The outcome of such matters in the ordinary course of the Company’s business are inherently uncertain, and adverse judgments or settlements could have a material adverse impact on its financial position or results of operations. Any claims or litigation, even if fully indemnified or insured, could damage the Company’s reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future.
The Company might not be successful at acquiring, investing in or integrating businesses, entering into joint ventures or divesting businesses. The Company faces risks in successfully integrating any businesses it might acquire or create through a joint venture or any business relationship. Ongoing business could be disrupted, and management’s attention could be diverted by acquisition, investment, transition or integration activities. In addition, the Company might need to dedicate additional management and other resources, and its organizational structure could make it difficult for the Company to efficiently integrate acquired businesses into its ongoing operations and assimilate and retain employees of those businesses into its culture and operations. The potential loss of key executives, employees, customers, suppliers, and other business partners of businesses the Company might acquire could adversely impact the value of the assets, operations or businesses. Furthermore, acquisitions or joint ventures could result in significant costs and expenses, including those related to retention payments, equity compensation, severance pay, early retirement costs, intangible asset amortization and asset impairment charges, assumed litigation and other liabilities, and legal, accounting and financial advisory fees, which could negatively affect the Company’s profitability. The Company might have difficulties as a result of entering into new markets where it has limited or no direct prior experience or where competitors might have stronger market positions.
The Company might fail to realize the expected benefits or strategic objectives of any acquisition, investment or joint venture it undertakes. It might not achieve its expected return on investment or could lose money. The Company could be adversely impacted by liabilities that it assumes from a Company it acquires or in which it invests, including from that Company’s known and unknown obligations, intellectual property or other assets, terminated employees, current or former clients or other third parties. In addition, the Company might fail to identify or adequately assess the magnitude of certain liabilities, shortcomings or other circumstances prior to acquiring, investing in or partnering with a Company, including potential exposure to regulatory sanctions or liabilities resulting from an acquisition target’s previous activities, internal controls and security environment. If any of these circumstances occur, they could result in unexpected legal or regulatory exposure, unfavorable accounting treatment, unexpected increases in taxes or other adverse effects on the Company’s business. Litigation, indemnification claims, and other unforeseen claims and liabilities could arise from the acquisition or operation of acquired businesses. If the Company is unable to complete the number and kind of investments or relationships for which it plans, or if it is inefficient or unsuccessful at integrating any acquired businesses into its operations or managing a relationship, the Company might not be able to achieve its planned rates of growth or improve its market share, profitability or competitive position in specific markets or services.
The Company’s growth depends in part on the success of its strategic partnerships, distribution and other relationships with third parties. The Company enters into strategic partnerships with third parties to enhance and extend the capabilities of its solutions and expand its customer base in the ordinary course of business. In order to continue to grow its business and enhance and extend its capabilities, the Company anticipates that it will continue to depend on the continuation and expansion of strategic partnerships with third parties. Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources.
If the Company is unsuccessful in establishing or maintaining its relationships with third parties, or if its partners fail to perform as expected, the Company’s ability to compete in the marketplace or to grow its revenues could be impaired, which could adversely affect our business, financial condition, and results of operations. Even if the Company is successful, it cannot assure you that these relationships will result in increased customer usage of its solutions or increased revenues.
The Company’s success depends on its ability to retain and attract experienced and qualified personnel, including its senior management team and other professional personnel. The Company depends, in material part, upon the members of its senior management team who possess extensive knowledge and a deep understanding of its business and strategy. The unexpected loss of any of its senior management team could have a disruptive effect adversely impacting the Company’s ability to manage its business effectively and execute its business strategy. Competition for experienced professional personnel is intense, particularly for technology professionals in the areas in which the Company operates, and it is constantly working to retain and attract these professionals. If it cannot successfully do so, the Company’s business, operating results and financial condition could be adversely affected. The Company must develop its personnel to provide succession plans capable of maintaining continuity in the midst of the inevitable unpredictability of personnel retention. While the Company has plans for key management succession and long-term compensation plans designed to retain the senior employees, if its succession plans do not operate effectively, its business could be adversely affected.
The Company’s inability to successfully recover should it experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability. The Company’s operations are dependent upon its ability to protect its personnel, offices and technology infrastructure against damage from business continuity events that could have a significant disruptive effect on its operations. disaster or other business continuity problem, such as an earthquake, hurricane, terrorist attack, pandemic, security breach, power loss, telecommunications failure or other natural or man-made disaster, the Company’s continued success will depend, in part, on the availability of its personnel, office facilities and the proper functioning of existing, new or upgraded computer systems, telecommunications and other related systems and operations. In events like these, the Company could experience operational challenges. It could potentially lose access to key executives and personnel, client data or experience material adverse interruptions to its operations or delivery of services to its clients in a disaster recovery scenario.
If the Company’s clients are not satisfied with its services, it may face additional cost, loss of revenue and profit opportunities and damage to its reputation or legal liability. The Company depends, to a large extent, on its relationships with its clients and treating physicians, and its reputation to understand the clients’ needs and deliver solutions and services that are tailored to satisfy those needs. If a client is not satisfied with the Company’s services or physicians do not work with the Company it may be damaging to its business and could cause the Company to incur additional costs and impair profitability. Many of its clients are businesses that band together in industry groups and/or trade associations and actively share information among themselves about the quality of service they receive from their vendors. Accordingly, poor service to one client may negatively impact the Company’s relationships with multiple other clients. Moreover, if the Company fails to meet its contractual obligations, it could be subject to legal liability or loss of client relationships.
Damage to the Company’s reputation could have a material adverse effect on its business. The Company’s reputation is a key asset of its business. The Company’s ability to attract and retain clients is highly dependent upon the external perceptions of its level of service, trustworthiness, business practices, financial condition and other subjective qualities. Negative perceptions or publicity regarding these matters could erode trust and confidence and damage the Company’s reputation among existing and potential clients, physicians, hospitals and others, which could make it difficult for it to attract new clients and maintain existing ones as mentioned above, as well as to gain timely access to top physicians and hospitals. Negative public opinion could also result from actual or alleged conduct by the Company or those currently or formerly associated with the Company in any number of activities or circumstances, including operations, clinical care, regulatory compliance, and the use and protection of data and systems, satisfaction of client expectations, and from actions taken by regulators or others in response to such conduct. This damage to the Company’s reputation could further affect the confidence of its clients, rating agencies, regulators, shareholders, physicians, hospitals and the other parties in a wide range of transactions that are important to the Company’s business having a material adverse effect on its business, financial condition and operating results.
The Company depends on licenses of third-party software to provide its services. The inability to maintain these licenses or errors in the software the Company licenses could result in increased costs, or reduced service levels, which would adversely affect its business. The Company’s services rely in part on certain third-party software obtained under licenses from other companies. The Company anticipates that it will continue to rely on such third-party software from third parties in the future. Although the Company believes that there are commercially reasonable alternatives to the third-party software it currently licenses, this may not always be the case, or it may be difficult or costly to replace. In addition, integration of the software used in the Company’s applications with new third-party software may require significant work and require substantial investment of its time and resources.
The Company relies on third parties to perform key functions of its business operations and to provide services to its clients. These third parties may act in ways that could harm its business. We rely on third parties, including physicians, hospitals, diagnostic imaging centers, home health care providers, other diagnostic laboratories, principal investigators, and biomedical companies conducting clinical trials, consultants, medical record collectors and summarizers, call centers, and in some cases subcontractors, to provide services that are critical to the operations of its business. Recently, the Company substantially expanded such relationships in the areas of technology support and it expects to continue that trend in the future. As the Company does not fully control the actions of these third parties, it is subject to the risk that their decisions may adversely impact the Company and replacing these service providers could create significant delay and expense. A failure by the third parties to comply with service level agreements or regulatory or legal requirements, in a high quality and timely manner, particularly during periods of the Company’s peak demand for its services, could result in economic and reputational harm to the Company. In addition, these third parties face their own technology, operating, business and economic risks, and any significant failures by them, including the improper use or disclosure of our confidential client, employee, or business information, could cause harm to the Company’s reputation. Any deficiency, interruption in or the cessation of service by any service provider as a result of systems failures, capacity constraints, financial difficulties or for any other reason could disrupt the Company’s operations, impact its ability to offer certain products and services, and result in contractual or regulatory penalties, liability claims from clients and/or employees, damage to its reputation and harm to its business.
The profitability of the Company’s engagements with clients may not meet its expectations due to unexpected costs, cost overruns, early contract terminations, unrealized assumptions used in its contract bidding process or the inability to maintain its prices. The Company’s profitability is highly dependent upon its ability to control its costs and improve its efficiency. As the Company adapts to change in its business, adapt to the regulatory environment, enter into new engagements, acquire additional businesses and take on new employees, provide services from new locations, the Company may not be able to manage its large, diverse and changing workforce, control its costs or improve its efficiency. In addition, certain client contracts may include fixed fee structures, and unique or heavily customized requirements that limit the Company’s ability to fully recognize economies of scale.
The Company’s profit margin, and therefore its profitability, is largely a function of the rates it is able to charge for its services and the staffing costs for its personnel. Accordingly, if the Company is not able to maintain the rates it charges for its services or appropriately manage the staffing costs of its personnel, it may not be able to sustain its profit margin and its profitability will suffer. The prices the Company is able to charge for its services are affected by a number of factors, including competitive factors, cost of living adjustment provisions, the extent of its ability to demonstrate and the ongoing clients’ perception of the Company’s ability to add value through its services and general economic conditions. The Company’s profitability is largely based on its ability to drive cost efficiencies during the term of its contracts. If the Company cannot drive suitable cost efficiencies, its profit margins will suffer.
Changes in the Company’s accounting estimates and assumptions could negatively affect its financial position and results of operations. The Company’s financial statements are prepared in conformity with GAAP which requires it to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of its financial statements. The Company is also required to make certain judgments that affect the reported amounts of revenues and expenses during each reporting period. The Company periodically evaluates its estimates and assumptions including, but not limited to, those relating to recoverability of assets including customer receivables, contingencies, income taxes, estimates and assumptions used for its long-term contracts. The Company bases its estimates on historical experience and various assumptions that it believes to be reasonable based on specific circumstances. These assumptions and estimates involve the exercise of judgment and discretion, which may evolve over time in light of operational experience, regulatory direction, developments in accounting principles and other factors. Actual results could differ from these estimates, or changes in assumptions, estimates or policies or the developments in the business or the application of accounting principles related to long-term contracts may change our initial estimates of future contract results, which could materially affect our business and results of operations.
The Company may be required to record goodwill or other long-lived asset impairment charges, which could result in a significant charge to earnings. Under GAAP, over time, the Company likely will review its long-lived assets, such as goodwill, intangible assets and fixed assets, for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is assessed for impairment at least annually. Factors that may be considered in assessing whether goodwill or other long-lived assets may not be recoverable include reduced estimates of future cash flows and slower growth rates in our industry. We may experience unforeseen circumstances that adversely affect the value of the Company’s goodwill or other long-lived assets and trigger an evaluation of the recoverability of the recorded goodwill and other long-lived assets. Future goodwill or other long-lived asset impairment charges could materially impact its financial statements.
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.
Frequently Asked Questions
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.
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.
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.
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.
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 Private Health Management. Once Private Health Management accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Private Health Management in exchange for your securities. At that point, you will be a proud owner in Private Health Management.
To make an investment, you will need the following information readily available:
- Personal information such as your current address and phone number
- Employment and employer information
- Net worth and income information
- Social Security Number or passport
- 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.
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, Private Health Management has set a minimum investment amount of US $1,000.
Accredited investors investing $20,000 or over do not have investment limits.
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:
- The company becomes a fully-reporting registrant with the SEC
- The company has filed at least one annual report, but has no more than 300 shareholders of record
- The company has filed at least three annual reports, and has no more than $10 million in assets
- The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
- 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.
Currently there is no market or liquidity for these securities. Right now Private Health Management does not plan to list these securities on a national exchange or another secondary market. At some point Private Health Management 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 Private Health Management either lists their securities on an exchange, is acquired, or goes bankrupt.
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.
This is Private Health Management'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 Private Health Management's Form C. The Form C includes important details about Private Health Management's fundraise that you should review before investing.
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.
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.