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.