Complete Capital Deployment
Investor-Only Legal Disclosure
Phase One & Phase Two Combined
Phase One Capital Deployment
$2,000,000 - Foundation & Validation
1. Purpose and Scope of Phase One
Phase One constitutes the initial capital deployment stage of the Company and is intended solely to determine the feasibility of proceeding to Phase Two expansion.
Phase One is designed as a non-clinical, pre-operational phase. During Phase One:
- No medical services will be provided
- No physicians, nurse practitioners, physician assistants, or imaging technologists will be employed
- No patient diagnosis, treatment, or clinical care will occur
Capital deployed during Phase One is risk capital and may be fully expended in the course of determining whether the business model, regulatory structure, facility readiness, and employer demand support further expansion.
Phase One does not constitute a commitment or obligation to proceed to Phase Two.
2. Total Phase One Capital
Total capital allocated to Phase One is $2,000,000 (the "Phase One Capital").
Phase One Capital is used for infrastructure preparation, regulatory compliance, market validation, and organizational readiness only.
3. Use of Phase One Capital
Phase One Capital is expected to be allocated substantially as follows. Actual expenditures may vary based on timing, regulatory requirements, and operational conditions.
3.1 Facility and Diagnostic Infrastructure Readiness
Capital is used to secure, construct, and prepare a healthcare facility capable of future clinical operations.
This includes, without limitation:
- Lease deposits and early occupancy costs
- Core clinic construction and build-out
- X-ray room construction and radiation shielding
- MRI suite construction, including RF shielding, HVAC, power requirements, and quench infrastructure
- Permits, inspections, ADA compliance, and safety certifications
Diagnostic rooms may be constructed and equipped during Phase One; however, no diagnostic services will be activated during this phase.
3.2 Legal, Regulatory, and Compliance Preparation
A material portion of Phase One Capital is allocated to legal and regulatory preparation, including but not limited to:
- Drafting and review of membership terms and conditions
- Employer service and participation agreements
- Disclosure language governing non-refundable pre-membership contributions
- Healthcare regulatory review at applicable federal, state, and local levels
- Imaging compliance analysis
- Corporate governance and structural documentation
- Legal preparation for potential future financing, including SBA-backed lending through the U.S. Small Business Administration
These activities are foundational and may not result in tangible assets.
3.3 Employer Partnerships & Membership Development
Phase One establishes and operates an Employer Partnerships & Membership Development Team for the sole purpose of validating demand.
This function includes:
- Employer education regarding the membership-based healthcare model
- Engagement with employer leadership and benefits decision-makers
- Structuring of proposed employer participation frameworks
- Securing letters of intent (LOIs) and pre-launch participation commitments
- Validation of pricing, covered lives, and demand assumptions
This function is not a clinical operation and does not involve the delivery of healthcare services.
3.4 Diagnostic Equipment Leasing (Pre-Activation)
During Phase One, the Company may lease diagnostic equipment, including X-ray and MRI systems, for purposes of:
- Installation and physical readiness
- Safety testing, calibration, and compliance verification
- Operational feasibility assessment
Such equipment may remain idle and unstaffed during Phase One. Lease obligations incurred during this phase are not contingent upon proceeding to Phase Two.
3.5 Brand, Marketing, and Employer Outreach
Phase One Capital may be used for limited marketing and outreach activities focused exclusively on employer education and market validation, including:
- Brand positioning materials
- Employer-facing informational content
- Pre-launch outreach and relationship development
No patient acquisition campaigns or clinical marketing will occur during Phase One.
3.6 Working Capital and Contingency
A portion of Phase One Capital is reserved for general working capital and contingency purposes, including:
- Construction or permitting delays
- Regulatory or compliance modifications
- Unanticipated pre-operational expenses
4. Pre-Membership Contributions
Pre-membership contributions are not deposits and are not refundable.Such contributions constitute at-risk, pre-launch capital and may be used immediately for Phase One activities.
Contributors acknowledge and agree that:
- Funds may be fully expended prior to any clinical launch
- Phase Two expansion is not guaranteed
- No profits, equity, or returns are implied unless expressly documented in a separate written agreement
Pre-membership contributions are part of the overall risk capital used to determine feasibility.
5. No Assurance of Phase Two
Completion of Phase One does not obligate the Company to proceed to Phase Two.
The decision to proceed is contingent upon, among other factors:
- Demonstrated employer demand
- Financial sustainability
- Regulatory readiness
- Facility readiness
- Availability of additional capital
The Company may elect to modify, delay, or terminate the project following Phase One without further obligation.
6. Risk Acknowledgment
Investors acknowledge that:
- Phase One Capital is speculative and at risk
- Funds may be fully expended without resulting in operational healthcare services
- Regulatory, construction, market, and financing risks may materially affect outcomes
This document does not constitute an offer of securities and is provided solely for informational and diligence purposes.
7. Governing Understanding
This Phase One description is intended to clarify the planned use of funds and does not amend or supersede any formal investment agreement, operating agreement, or subscription documentation.
Phase Two Capital Deployment
$6,000,000 - Activating Care & Scaling Operations
1. Purpose and Scope of Phase Two
Phase Two represents the operational activation and first-year execution phase of the Company. Phase Two is undertaken only if management determines that Phase One has successfully validated market demand, regulatory readiness, and operational feasibility.
Phase Two includes, without limitation:
- Activation of clinical operations
- Hiring of medical, diagnostic, and operational staff
- Commencement of patient care and diagnostic services
- Onboarding of employer and individual members
- Scaling of operational, technological, and administrative systems
Phase Two is conditional and is not guaranteed to occur.
2. Phase Two Capital Amount
Phase Two contemplates up to $6,000,000 in additional capital (the "Phase Two Capital").
Phase Two Capital is intended to fund:
- The first full year of live medical operations
- Staffing, diagnostic services, and operational expenses
- Working capital and financial reserves
Phase Two Capital is expected to be sourced primarily through debt financing, including potential SBA-backed lending through the U.S. Small Business Administration, as well as other financing sources as determined by the Company.
There is no assurance that such financing will be obtained on acceptable terms or at all.
3. Conditions Precedent to Phase Two
The Company will not proceed with Phase Two unless management determines, in its sole discretion, that the following conditions have been satisfied:
- Demonstrated employer and/or membership demand
- Signed employer agreements, LOIs, or binding commitments
- Completion of facility construction and compliance readiness
- Regulatory clearance to commence clinical operations
- Operational readiness of diagnostic and technology systems
- Availability of Phase Two Capital on acceptable terms
Failure to meet these conditions may result in Phase Two being delayed, modified, or abandoned.
4. Use of Phase Two Capital
Phase Two Capital is expected to be allocated substantially as follows. Actual expenditures may vary materially.
4.1 Clinical and Diagnostic Staffing
Phase Two Capital will be used to hire and compensate medical and diagnostic personnel, including but not limited to:
- Physicians (MD/DO)
- Nurse Practitioners and Physician Assistants
- Registered Nurses and Medical Assistants
- Imaging technologists
- Clinical leadership and oversight
Phase Two Capital is structured to fund approximately twelve (12) months of staffing costs, including salaries, benefits, payroll taxes, credentialing, and onboarding.
4.2 Diagnostic Operations Activation
Phase Two includes the operational activation of diagnostic services, including X-ray and MRI.
Capital may be used for:
- Diagnostic equipment lease payments
- Service and maintenance contracts
- Safety monitoring and compliance
- Imaging supplies and operational overhead
Continuation or expansion of diagnostic services is subject to utilization, financial performance, and regulatory requirements.
4.3 Clinic Operations and Support Functions
Phase Two Capital will fund non-clinical operations required to support care delivery, including:
- Front desk and patient services
- Care coordination and administrative support
- Operations management
- Billing and membership administration
These functions are necessary for live operations but do not constitute clinical care.
4.4 Technology, Systems, and Compliance
Capital may be used to activate and operate systems required for clinical care and compliance, including:
- Electronic health record systems
- Scheduling and patient communication platforms
- Billing and membership management systems
- Reporting, analytics, and compliance monitoring
- Cybersecurity and data protection
4.5 Marketing, Employer Onboarding, and Growth
Phase Two Capital may be used for marketing and growth initiatives directly related to live operations, including:
- Employer onboarding and activation
- Membership enrollment programs
- Retention and engagement initiatives
- Expansion of employer partnerships
Marketing expenditures are expected to scale in alignment with operational capacity.
4.6 Working Capital, Debt Service, and Reserves
Phase Two Capital includes allocations for:
- General working capital
- Cash flow smoothing during ramp-up
- Debt service coverage
- Regulatory and operational contingencies
5. Staffing Assumptions
Phase Two staffing projections are based on an estimated workforce of approximately 25 employees, including clinical, diagnostic, and operational personnel.
Actual staffing levels may vary based on:
- Patient volume
- Employer participation
- Regulatory requirements
- Financial performance
There is no guarantee that staffing levels or costs will align with projections.
6. Relationship to Phase One Capital
Phase Two Capital is separate and distinct from Phase One Capital.
- Phase One Capital is risk capital used for validation and preparation
- Phase Two Capital is used for live operations and scaling
- Phase Two financing may include debt obligations senior to Phase One capital
Participation in Phase One does not guarantee participation in Phase Two financing unless expressly documented.
7. Risk Factors Specific to Phase Two
Phase Two involves materially increased risk, including but not limited to:
- Clinical liability exposure
- Staffing shortages or turnover
- Regulatory enforcement actions
- Diagnostic utilization variability
- Debt service obligations
- Delays in membership ramp-up
- Increased operating expenses
Investors acknowledge that Phase Two materially increases financial, regulatory, and operational exposure.
8. No Guarantee of Profitability or Returns
Phase Two Capital deployment does not guarantee:
- Profitability
- Cash flow sufficiency
- Successful scaling
- Return of capital
- Exit opportunities
All capital deployed in Phase Two is subject to substantial risk.
9. No Offer of Securities
This document is provided solely for informational and diligence purposes.
It does not constitute an offer to sell or a solicitation of an offer to buy securities.
Any offering of securities or debt will be made only pursuant to definitive agreements and applicable law.
10. Governing Understanding
This Phase Two disclosure does not amend or supersede any operating agreement, subscription agreement, loan agreement, or other definitive documentation.
In the event of a conflict, the terms of the applicable definitive agreement shall govern.