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Logo of Sherpa Healthy Inc.

Sherpa Healthy Inc.

The Privacy-First AI App Turning the $7T Health Maze into a Personalized, Swipeable Journey
Special Software Creator Economy Healthtech B2B Wellbeing & Longevity Apps AI & Machine Learning
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Special terms: $1,000,000 left
$200
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1
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89 days
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Invest in Sherpa Healthy Inc.
$100 minimum investment · Deal terms
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Opportunity Problem Solution Product Vision and strategy Biz. model Go to Market Strategy Market & Competition Leadership Funding Impact
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Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by Sherpa Healthy Inc.. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Sherpa Healthy Inc. SAFE Sherpa Healthy Form C.pdf
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Hear from some of the 1 people reserved or invested in Sherpa Healthy Inc.


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Highlights


Sherpa turns the broken $7T health maze into a personalized, swipeable journey—translating overwhelming health and wellness info into engaging, bite-sized entertainment.

  • Expert Backing: Physician-founded with veteran AI and health leaders.
  • Unlocking Vitality: AI turns health research into useful insights.
  • Massive Audience: Serving 150M+ Americans on health journeys.
  • Ready to Scale: 160K+ posts live, built to support millions more.
  • Premium Revenue: Health audiences command premium advertising rates.
  • Accuracy: Zero hallucinations across 1,000+ physician-reviewed posts.

Opportunity


Americans spend more per person on health and wellness than any other industrialized nation, yet we are left without real directions and answers to help us thrive.The US spent $7 trillion on health and wellness in 2024 — the highest per-capita cost among comparable wealthy countries. Yet, 70% of Americans describe this system as being in crisis or severely broken.  And based on life expectancy and other measures, the system is broken!

We all want more vigor, vitality, and a vibrant life. But today’s system isn't built for proactive health or wellness; it’s built for waiting rooms, insurance companies, profit-driven therapies, harmful scams, and half-truths. There are no roadmaps to the best solutions that actually work for people just like you. This is especially exhausting for the 150+ million Americans actively navigating ongoing, daily health journeys.

To take control of their health and wellness journey, people are forced to become their own researchers, advocates, truth-seekers, and coordinators. But the tools available to them have more “noise” than “signal.”  And the most critical and important item – discussions from people with actual experience – are not available anywhere, online or from your doctor.

We do not need another AI “Doctor Chatbot.” Those just perpetuate the existing broken system, and only 1% of people make the effort to use them. 

We need a better way to navigate our pursuit of a full, vibrant, and happy life.

Problem


Health information and noise has massively exploded. Useful, empowering navigation has not kept up.

The global wellness economy reached a record $7 trillion in 2024 and is projected to reach $10 T in 3 years. 

Everyone wants to live well, but navigating the health landscape remains incredibly fragmented. Having more health and wellness solutions, and more information creates a maze of conflicting solutions, loud experts, and louder noise.

Consumers face nearly limitless choices, yet most digital health experiences still begin with a lonely search box. 

Meanwhile, consumer behavior everywhere else has shifted from searching to discovering—through swipeable, personalized, and highly engaging visual feeds like TikTok and Instagram. 

Swiping is replacing typing AS THE FRONT DOOR TO HEALTH.

Sherpa is built entirely for that shift.

Solution


Replace exhaustive searching with swipeable entertainment for your best health and wellness.

Sherpa introduces a radically different approach to navigating your wellbeing. 

Instead of requiring people to formulate questions, compare contradictory info, and manually assemble their own understanding, Sherpa continuously surfaces life-enhancing information based on each user's unique interests and behaviors. 

From searching for answers to discovering how to thrive. 

Sherpa makes unlocking health information easier, more personalized, and deeply entertaining. Users swipe through relevant, uplifting insights instead of searching through endless social-media noise or irrelevant articles parroting profit-driven half-truths.

The goal is not to provide one generic answer to every health question—that is the existing, failed healthcare system. 

The path to better health and longevity is to provide the absolute best solutions without any of the work, using entertainment as the vehicle, and informed by people just like you. 

Stop searching. Start swiping. Let the thriving begin.

Product


A swipeable feed for understanding and unlocking your health and wellness potential.

Sherpa is a free, swipeable social media feed that uses AI to route each user to the exact content, people, and solutions most beneficial to their personal vitality.Sherpa learns from user-generated signals, surfacing personalized, beautiful visual cards that take just seconds to understand.

The same powerful engine serves three distinct audiences from one platform: the wellness-curious seeking peak performance, individuals navigating concerns about specific health conditions, and clinicians staying on the cutting edge.

Our curation engine ingests the breadth of the health internet, compressing dense source material into accessible infographics and short clips that virtually anyone can understand.

Sherpa is designed to address the specific needs of these vibrant communities by distilling complex information into easily digestible, highly engaging posts. Most importantly, it encourages social conversations from personal experiences, providing insights that are not available anywhere else. 

Sherpa is the GPS guiding your swipes to a better, fuller life.


Each group gets a different route from the same underlying intelligence. The platform is designed to dampen fear and misinformation, and to provide a clear, positive signal for each individual user. 

Users can choose between public and anonymous profiles. 

Protected health profiles boost user posting activity.


Sherpa guides every swipe toward better living. Same engine, different routes—personalized content, community, and solutions.

Product Image Disclaimer: Product images shown are renderings for illustrative purposes only. Final product design, features, appearance, and specifications may differ.

Business Model


Specialized, high-intent audiences drive premium advertising economics

Sherpa is monetized like a consumer social network, but with higher revenue per user. 

Three groups both consume and create content:Revenue comes from precision advertising and (over time) richly annotated, anonymous behavioral data of immense interest to wellness and pharma brands. 

Profiles are tied to interests rather than personal identities, so a single user can run many privacy-protected "Sherpas" (such as marathon training, sleep optimization, and longevity).Because advertisers target by patient condition and wellness goal rather than personally identifiable information, Sherpa can command significantly higher CPMs than identity-linked competitors, while entirely sidestepping the privacy liabilities that burden them. 

Better Privacy → Higher Revenue.

Anonymous profiles enable goal-based targeting. That drives higher-value advertising. 

U.S. health and wellness advertising spend has tripled over the past 15 years, and continues to accelerate. This creates a highly attractive environment for platforms positioned to capture growing advertiser demand.

Sherpa's business model taps directly into the surging trend of U.S. healthcare and wellness digital ad spend, which boasts a 13% CAGR, projected to be $60 billion by 2035.

Sherpa is built from day one to scale across highly lucrative user segments.

Go to Market Strategy


Three phases to national scale. 

Sherpa’s highly defensible go-to-market strategy solves the notorious "cold start" problem by building the supply side of the network before focusing on broad consumer acquisition.

It begins by giving emerging healthcare professionals immediate educational and career value in exchange for their meaningful participation—creating a large, trusted foundation of experts who will have an ongoing relationship with Sherpa and community members

Digital Health Ambassadors create specialized content, discussions, and specific wellness Circles in exchange for a professional certificate that strengthens their future careers. Gamified, mobile study tools incentivize these future doctors to become highly active content creators on the primary Sherpa consumer feed. This drives early, compounding network effects while pushing our content production costs to near zero.

Phase 2 brings trusted wellness influencers, advocates, and their highly-motivated audiences into Sherpa through custom content libraries and specialized communities. Each new creator increases content, interaction, and relevance across the network.

Phase 3 concentrates that activity around specific health, wellness, and longevity goals. Targeted acquisition and future CME pathways bring users and physicians into focused communities designed to become increasingly valuable—and nearly impossible for competitors to replicate—as participation grows. 

Each phase builds on the last—establishing network density, attracting targeted audiences, and forming goal-specific atomic networks. Each Atomic Network is a vibrant, self-sustaining community of users, clinicians, and creators organized around a single health pursuit.


Four independent atomic networks solve the cold-start problem.

Each is small, motivated, and self-sustaining - and each pulls in the next.

Network 1: 600K+ Healthcare Learners

Activate pre-med, medical, medical graduate, and nursing learners.

Network 2 & 3: 160M+ Health-Engaged Consumers

Reach audiences actively seeking longevity, wellness, and specialized care.

Network 4: 130M+ Active Users × 1M+ Physicians

Build defensible, goal-specific atomic networks.

Traction

40k+ monthly active users, growing 15% month over month.

Sherpa’s proof-of-concept app is already live on the App Store and Google Play, pre-seeded with 160,000 pieces of content that map out the early territory.

Consume clinical insights at 20x the speed. 

Our AI curation engine hyper-distills dense medical literature into visually intuitive, instantly digestible formats. And it’s bulletproof: rigorously validated by two physicians who found zero hallucinations across more than 1,000 posts. Unshakable accuracy meets unparalleled efficiency.

Next up, Sherpa will use this investment round to:

  • Massive Scale: Supercharging our library to over 1 million clinical and wellness posts.

  • Hyper-Tuned AI: Deploying a richer, smarter algorithm tailored perfectly to our 3 core audiences.

  • Explosive Growth: Igniting our atomic-network GTM strategy for rapid, network-effects growth.

Market & Competition


Tapping into a huge, high-intent growth market.

Sherpa gives wellness and pharma brands targeted access to audiences highly motivated to improve their lives.


The global wellness economy reached $7 trillion in 2024 and is projected to grow at a 7.6% CAGR, reaching nearly $10 trillion by 2029. 

Health and wellness is becoming the world’s largest and fastest-growing consumer priority. Sherpa is uniquely positioned to become the definitive digital discovery layer through which users navigate this space.

Market expansion is catalyzed by three accelerating trends: 

  1. Consumers are relying more heavily on digital & mobile channels for lifestyle and health discovery. 
  2. The pursuit of longevity and ongoing health management is creating recurring, daily information needs.
  3. Users increasingly demand personalized, visual experiences that inspire them, rather than static search results that induce anxiety. 

Sherpa is perfectly positioned to capitalize on these shifts.

Our model has a proven path to success and is built to scale. 

Billion-dollar exits exist at the intersection of health, wellness, and education.

Digital health and wellness platforms have already produced multibillion-dollar outcomes by attracting large audiences, improving access to health information, and serving millions of users through scalable tech. 

WebMD’s $2.8 billion acquisition validated the strategic value of simplifying complex information at scale. OpenEvidence’s $12 billion private valuation demonstrates massive investor demand for AI-powered platforms that make medical knowledge faster to apply. 

Sherpa is pursuing a related, highly lucrative path by combining WebMD-style simplification with OpenEvidence-style AI translation—then adding personalized, swipe-based discovery and powerful network effects. 

Long-term outcomes could include a strategic acquisition by a major healthcare, pharmaceutical, or consumer media company—or a public-market path as an independent health-discovery giant.

Leadership


Led by a board-certified physician and veteran team

Sherpa’s founder and CEO is a board-certified physician whose clinics handle ten thousand patient visits a year, as well as a serial software and medical entrepreneur with one patent and 15 patent applications. 

His team includes experts with deep expertise in scraping, machine vision, data infrastructure, distributed systems at consumer scale, and consumer-growth platform businesses.

Funding


This initial seed tranche will fund product development, launch Sherpa’s first user networks, and generate early acquisition and retention data.

Use of Funds

Invest alongside Sherpa Healthy as we build the platform, activate the first user networks, and test repeat engagement.

  • Product and Content: Build the core platform, launch Daily Dash Pro and Circles, strengthen personalization, and expand Sherpa’s wellness-content foundation. 
  • User Growth and Validation: Acquire initial consumer and healthcare users, activate contributors and creators, and test engagement and retention. 
  • Operations: Fund legal, compliance, infrastructure, finance, leadership, and operating runway.

Impact


Invest in the Future of Health Discovery

Sherpa is building a future where people no longer have to search through fragmented, wasteful, and contradictory health information—instead, they swipe on a single highly personalized platform to discover vibrant communities, top-tier content, and life-changing solutions. 

Invest in Sherpa Healthy today, and help us build the personalized health-discovery platform for the next generation.

$

Deal terms Special


Valuation cap
$15M $20M
The maximum valuation at which your investment converts into equity shares or cash.
Learn more.
Minimum investment
$100
The smallest investment amount that Sherpa Healthy Inc. is accepting.
Learn more
Maximum investment
$124K
The largest investment amount that Sherpa Healthy Inc. is accepting.
Learn more
Funding range
$75K / $5M
0% of $75K minimum offering amount has been reached.

Sherpa Healthy Inc. must achieve its minimum goal of $75K before the deadline.
The maximum amount the offering can raise is $5M.
Learn more
Security type
SAFE
A SAFE allows an investor to make a cash investment in a company, with rights to receive certain company stock at a later date, in connection with a specific event.
Learn more
Deadline
December 1, 2026
Sherpa Healthy Inc. needs to reach their minimum funding goal before the deadline (). If they don’t, all investments will be refunded.
Learn more
Logo of Sherpa Healthy Inc.
Sherpa Healthy Inc.
The Privacy-First AI App Turning the $7T Health Maze into a Personalized, Swipeable Journey
Raised amount Valuation cap
0 — $1,000,000 $15M
$1,000,000.01 — $3,000,000 $20M
$3,000,000.01 — $5,000,000 $25M
Close
How it works

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by Sherpa Healthy Inc.. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Sherpa Healthy Inc. SAFE Sherpa Healthy Form C.pdf

Bonus perks

In addition to your SAFE, you'll receive perks for investing in Sherpa Healthy Inc..
Invest
$100
Receive
  • Special Sherpa Username (5 Chars)
  • Badge on Sherpa (L1)
  • Annual Investor Webinar Access
Invest $100
Invest
$1,000
Receive
  • Special Sherpa Username (5 Chars)
  • Badge on Sherpa (L2)
  • Annual Investor Webinar Access
  • Personal Thank you (email)
Invest $1,000
Invest
$5,000
Receive
  • Special Sherpa Username (5 Chars)
  • Badge on Sherpa (L2)
  • Annual Investor Webinar Access
  • Personal Thank you (email)
  • Quarterly Investor Newsletter
Invest $5,000
Invest
$20,000
Receive
  • Special Sherpa Username (5 Chars)
  • Badge on Sherpa (L2)
  • Annual Investor Webinar Access
  • Personal Thank you (email)
  • Quarterly Investor Newsletter
  • Annual small-group dinner invitation with leadership
Invest $20,000
Invest
$50,000
Receive
  • Special Sherpa Username (5 Chars)
  • Badge on Sherpa (L2)
  • Annual Investor Webinar Access
  • Personal Thank you (email)
  • Quarterly Investor Newsletter
  • Annual small-group dinner invitation with leadership
  • Quarterly zoom with founder to discuss product roadmap and metrics.
Invest $50,000

About Sherpa Healthy Inc.

Legal Name
Sherpa Healthy Inc.
Founded
Feb 2022
Form
Delaware Corporation
Employees
1
Website
sherpahealthy.com
Social Media
Headquarters
Google Map location of of Sherpa Healthy Inc.
1821 Wilshire Boulevard 300 , Santa Monica, CA
Headquarters
1821 Wilshire Boulevard, 300, Santa Monica, CA, United States 90403

Sherpa Healthy Inc. Team
Everyone helping build Sherpa Healthy Inc., not limited to employees

Profile picture of Dr. Harold Kraft
Dr. Harold Kraft
CEO
Profile picture of VInce  Kuraitis
VInce Kuraitis
BOA
Dr. Harold Kraft
CEO
VInce Kuraitis
BOA

FAQ

Is Sherpa Healthy providing medical advice?

Is Sherpa Healthy providing medical advice?

Sherpa is designed as a health and wellness discovery and information platform. It is not intended to replace professional medical advice, diagnosis, or treatment. Users should consult qualified healthcare professionals regarding medical decisions..
Are the product images shown final?

Are the product images shown final?

No. The product images shown on this page are renderings for illustrative purposes only. The product is still under development, and the final design, features, appearance, and specifications may differ from what is shown.
How do I earn a return?

How do I earn a return?

We are using Republic's SAFE security. Learn how this translates into a return on investment here.

What is a custodian and what is a custodial account?

What is a custodian and what is a custodial account?

A custodian is a qualified third-party entity that acts as a legal holder of securities. An investor will open a custodial account with the qualified custodian, which is used to hold investments, namely the securities in a company. A custodial account allows you to name a beneficiary and accept payments such as dividends distributions or cash payouts. Custodial accounts are not managed or held by Republic; instead, they are managed by the custodian who works with the issuer raising on the platform. The custodian of this offering is BitGo Trust Company.
Why use a custodial account?

Why use a custodial account?

Companies will utilize a custodian to ensure that all securities they offer in their campaign are in one place. This means if a liquidity event or any other material event in respect to the securities occurs, the company can look to the custodian to service the securities, rather than each individual investor.

For investors, utilizing a custodian safeguards their investment, or security interest, with a qualified financial institution. Having a custodial account allows for easier transfers and creates additional layers of protection for your securities. For companies, it can increase efficiency by reducing their cap table management costs and creating a single-line item, making future funding rounds easier.

Will I have to set up a custodial account? What is the process?

Will I have to set up a custodial account? What is the process?

Yes, since the company is utilizing a custodian, all investors in the offering will be required to create a custodial account with BitGo Trust Company and enter into an omnibus nominee agreement.

The custodial account creation process is hosted in our investment checkout system, meaning you will commit your investment and establish your account with BitGo all at once. During investment checkout, you will be automatically prompted to review and sign certain custodial documents with BitGo. In addition, you may be asked to provide certain information to verify your identity. Once completed, you will receive an email confirming your investment commitment.

I’m being told my custody account is in manual review, what should I do?

I’m being told my custody account is in manual review, what should I do?

BitGo reviews accounts that require manual review on a daily basis. Please expect to receive confirmation of your account being opened or to hear further guidance from our team within 24-48 hours.
Does it cost me anything to open a custodial account with BitGo Trust Company?

Does it cost me anything to open a custodial account with BitGo Trust Company?

Right now, there are no costs for investors to open a custodial account.

Custodial accounts do sometimes have a low annual cost to maintain; however, such costs are covered for the investor in this offering at this time.

Why would a company use a custodian like BitGo?

Why would a company use a custodian like BitGo?

Companies will utilize a custodian to ensure that all securities they offer in their campaign are in one place. This means if a liquidity event or any other material event in respect to the securities occurs, the company can look to the custodian to service the securities, rather than each individual investor.

For investors, utilizing a custodian safeguards their investment, or security interest, with a qualified financial institution. Having a custodial account allows for easier transfers and creates additional layers of protection for your securities. For companies, it can increase efficiency by reducing their cap table management costs and creating a single-line item, making future funding rounds easier.

Which countries or states are not permitted to open a Custody Account with BitGo?

Which countries or states are not permitted to open a Custody Account with BitGo?

Anguilla

Belarus

Belgium

Bermuda

Bonaire, Sint Eustatius and Saba

Cuba

El Salvador

France

Grenada

Guadeloupe

Haiti

India

Indonesia

Iran

Israel

Jamaica

Japan

Montserrat

North Korea

Qatar

Russia

Saint Kitts and Nevis

Syria

Turks and Caicos Islands

Venezuela

Vermont, USA

Still have questions? Check the discussion section.
Show all FAQ

Risks

We have a limited operating history upon which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters.

The Issuer is still in an early phase business plan and we are just beginning to implement our business plan. The Issuer has generated no revenues to date and has incurred net losses from operations. There can be no assurance that we will ever operate profitably. The likelihood of our success should be considered in light of the problems, expenses, difficulties, complications and delays usually encountered by early stage companies. The Issuer may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.

The Issuer’s success depends on the experience and skill of its executive officers and key personnel and advisors.

We are dependent on our executive officers and key personnel and advisors. These persons may not devote their full time and attention to the matters of the Issuer. The loss of all or any of our executive officers and key personnel and officers could harm the Issuer’s business, financial condition, cash flow and results of operations.

Although dependent on certain key personnel, the Issuer does not have any key person life insurance policies on any such people.

We are dependent on certain key personnel in order to conduct our operations and execute our business plan, however, the Issuer has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, if any of these personnel die or become disabled, the Issuer will not receive any compensation to assist with such person’s absence. The loss of such person could negatively affect the Issuer and our operations. We have no way to guarantee key personnel will stay with the Issuer, as many states do not enforce non-competition agreements, and therefore acquiring key man insurance will not ameliorate all of the risk of relying on key personnel.

The amount of capital the Issuer is attempting to raise in this Offering may not be enough to sustain the Issuer’s current business plan.

In order to achieve the Issuer’s near and long-term goals, the Issuer may need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Issuer will be able to raise such funds on acceptable terms or at all. If we are not able to raise sufficient capital in the future, we may not be able to execute our business plan, our continued operations will be in jeopardy and we may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause an Investor to lose all or a portion of their investment.

We may face potential difficulties in obtaining capital.

We may have difficulty raising needed capital in the future as a result of, among other factors, our lack of revenues from sales, as well as the inherent business risks associated with the Issuer and present and future market conditions. Additionally, our future sources of revenue may not be sufficient to meet our future capital requirements. As such, we may require additional funds to execute our business strategy and conduct our operations. If adequate funds are unavailable, we may be required to delay, reduce the scope of or eliminate one or more of our research, development or commercialization programs, product launches or marketing efforts, any of which may materially harm our business, financial condition and results of operations.

A substantial majority of the Issuer is owned by its Chief Executive Officer and Founder who will exercise voting control.

Prior to the Offering, Dr. Harold Kraft, the Company’s CEO and Founder, beneficially owns a substantial majority of the Issuer. Subject to any fiduciary duties owed to other stockholders under Delaware law, Dr. Kraft may be able to exercise significant influence over matters requiring stockholder approval, including the election of directors or managers and approval of significant Issuer transactions, and will have significant control over the Issuer’s management and policies. Dr. Kraft may have interests that are different from yours. For example, Dr. Kraft may support proposals and actions with which you may disagree. The concentration of ownership could delay or prevent a change in control of the Issuer or otherwise discourage a potential acquirer from attempting to obtain control of the Issuer, which in turn could reduce the price potential investors are willing to pay for the Issuer. In addition, Dr. Kraft could use her voting influence to maintain the Issuer’s existing management, delay or prevent changes in control of the Issuer, issue additional securities which may dilute you, repurchase securities of the Issuer, enter into transactions with related parties or support or reject other management and board proposals that are subject to stockholder approval.

We may implement new lines of business or offer new products and services within existing lines of business.

As an early-stage company, we may implement new lines of business at any time. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved, and price and profitability targets may not prove feasible. We may not be successful in introducing new products and services in response to industry trends or developments in technology, or those new products may not achieve market acceptance. As a result, we could lose business, be forced to price products and services on less advantageous terms to retain or attract clients or be subject to cost increases. As a result, our business, financial condition or results of operations may be adversely affected.

We rely on other companies to provide services for our products.

We depend on third party vendors to meet our contractual obligations to our customers and conduct our operations. Our ability to meet our obligations to our customers may be adversely affected if vendors do not provide the agreed-upon services in compliance with customer requirements and in a timely and cost-effective manner. Likewise, the quality of our services may be adversely impacted if companies to whom we delegate certain services do not perform to our, and our customers’, expectations. Our vendors may also be unable to quickly recover from natural disasters and other events beyond their control and may be subject to additional risks such as financial problems that limit their ability to conduct their operations. The risk of these adverse effects may be greater in circumstances where we rely on only one or two vendors for a particular service.

We rely on various intellectual property rights, including licensed intellectual property from a related party, in order to operate our business.

The Issuer relies on certain intellectual property rights, particularly trade secrets and including licensed intellectual property from a related party, to operate its business. The Issuer’s intellectual property rights are unregistered and may not be sufficiently broad or otherwise may not provide us a significant competitive advantage. In addition, the steps that we have taken to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented or designed-around, particularly in countries where intellectual property rights are not highly developed or protected. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons, or countries may require compulsory licensing of our intellectual property. Our failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such property, could adversely impact our competitive position and results of operations. We also rely on nondisclosure and noncompetition agreements with employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these agreements will adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or other proprietary rights. As we expand our business, protecting our intellectual property will become increasingly important. The protective steps we have taken may be inadequate to deter our competitors from using our proprietary information. In order to protect or enforce our intellectual property rights, including our patents, we may be required to initiate litigation against third parties, such as infringement lawsuits. Also, these third parties may assert claims against us with or without provocation. The law relating to the scope and validity of claims in the technology field in which we operate is still evolving and, consequently, intellectual property positions in our industry are generally uncertain. These lawsuits could be expensive, take significant time and could divert management’s attention from other business concerns. We cannot assure you that we will prevail in any of these potential suits or that the damages or other remedies awarded, if any, would be commercially valuable.

In order for the Issuer 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 our success. These demands may require us to hire additional personnel and will require our existing management and other personnel to develop additional expertise. We face intense competition for personnel, making recruitment time-consuming and expensive. The failure to attract and retain personnel or to develop such expertise could delay or halt the development and commercialization of our product candidates. If we experience difficulties in hiring and retaining personnel in key positions, we could suffer from delays in product development, loss of customers and sales and diversion of management resources, which could adversely affect operating results. Our consultants and advisors may be employed by third parties and may have commitments under consulting or advisory contracts with third parties that may limit their availability to us, which could further delay or disrupt our product development and growth plans.

We need to rapidly and successfully develop and introduce new products in a competitive, demanding and rapidly changing environment.

To succeed in our intensely competitive industry, we must continually improve, refresh and expand our product and service offerings to include newer features, functionality or solutions, and keep pace with changes in the industry. Shortened product life cycles due to changing customer demands and competitive pressures may impact the pace at which we must introduce new products or implement new functions or solutions. In addition, bringing new products or solutions to the market entails a costly and lengthy process, and requires us to accurately anticipate changing customer needs and trends. We must continue to respond to changing market demands and trends or our business operations may be adversely affected.

The development and commercialization of our products is highly competitive.

We face competition from companies operating in the digital health, remote patient monitoring, and medical device sectors. Our competitors include established medical device companies, digital health startups, and large technology companies that may develop or acquire competing stroke detection or remote monitoring solutions. Many of our competitors have significantly greater financial, technical and human resources than we have and superior expertise in research and development and marketing approved products and thus may be better equipped than us to develop and commercialize products. These competitors also compete with us 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, our competitors may commercialize products more rapidly or effectively than we are able to, which would adversely affect our competitive position, the likelihood that our products will achieve initial market acceptance, and our ability to generate meaningful additional revenues from our products.

The Company’s business plan is based on numerous assumptions and projections that may not prove accurate.

The Company’s business plan and potential growth is based upon numerous assumptions. No assurance can be given regarding the attainability of the financial projections. The Company’s ability to adhere to, and implement, its business plan will depend upon the Company’s ability to successfully raise funds and a variety of other factors, many of which are beyond the Company’s control. Likewise, management is not bound to follow the business plan and may elect to adopt other strategies based upon unanticipated opportunities, or changes in circumstances or market conditions. All financial projections contained in the business plan are based entirely upon management’s assumptions and projections and should not be considered as a forecast of actual revenues or our liquidity. Actual operating results may be materially different.

Although the Company believes the assumptions upon which the Company’s business and financial projections are based have reasonable bases, the Company cannot offer any assurance that its results of operations and growth will be as contemplated. If any of the assumptions upon which these opinions and projections are based prove to be inaccurate, including growth of the economy in general and trends in our industry, these opinions and projections could be adversely affected. Prospective investors should be aware that these opinions and other projections and predictions of future performance, whether included in the business plan, or previously or subsequently communicated to prospective investors, are based on certain assumptions which are highly speculative. Such projections or opinions are not (and should not be regarded as) a representation or warranty by the Company or any other person that the overall objectives of the Company will ever be achieved or that the Company will ever achieve significant revenues or profitability. These opinions, financial projections, and any other predictions of future performance should not be relied upon by potential investors in making an investment decision in regard to this Offering.

If we are unsuccessful in adding users of our platform, or if our clients decrease their level of engagement, our revenue, financial results, and business may be significantly harmed.

We offer an AI-powered health and wellness platform. The amount of users of our platform and our client’s level of engagement will be critical to our success. Our financial performance will be significantly determined by our success in adding, retaining, and engaging active users of our platform and the services offered. If clients do not perceive our platform or services provided thereunder to be useful, reliable, and trustworthy, we may not be able to attract or retain users or otherwise maintain or increase the frequency and duration of their engagement. There is no guarantee that we will not experience an erosion of our active client base or engagement levels in the future.

Investors will not have voting rights, even upon conversion of the Securities and will grant a third-party nominee broad power and authority to act on their behalf.

In connection with investing in this Offering to purchase a SAFE (Simple Agreement for Future Equity), Investors will designate the Lead (as defined above) to act on behalf as proxy on behalf of Investors in respect to instructions related to the Securities. The Lead will be entitled, among other things, to exercise any voting rights (if any) conferred upon the holder of the Securities or any securities acquired upon their conversion, and to execute on behalf of an investor all transaction documents related to the transaction or other corporate event causing the conversion of the Securities. Thus, by participating in the Offering, investors will grant broad discretion to a third party (the Lead and its agents) to take various actions on their behalf, and investors will essentially not be able to vote upon matters related to the governance and affairs of the Issuer nor take or effect actions that might otherwise be available to holders of the Securities and any securities acquired upon their conversion. Investors should not participate in the Offering unless he, she or it is willing to waive or assign certain rights that might otherwise be afforded to a holder of the Securities to the Lead and grant broad authority to the Lead to take certain actions on behalf of the investor.

Damage to our reputation could negatively impact our business, financial condition and results of operations.

Our reputation and the quality of our brand are critical to our business and success in existing markets, and will be critical to our success as we enter new markets. Any incident that erodes consumer loyalty for our brand could significantly reduce its value and damage our business. We may be adversely affected by any negative publicity, regardless of its accuracy. Also, there has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate as is its impact. Information posted may be adverse to our interests or may be inaccurate, each of which may harm our performance, prospects or business. The harm may be immediate and may disseminate rapidly and broadly, without affording us an opportunity for redress or correction.

Our business could be negatively impacted by cyber security threats, attacks and other disruptions.

We may face advanced and persistent attacks on our information infrastructure where we manage and store various proprietary information and sensitive/confidential data relating to our operations. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack our products or otherwise exploit any security vulnerabilities. These intrusions sometimes may be zero-day malware that are difficult to identify because they are not included in the signature set of commercially available antivirus scanning programs. Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our confidential information or that of our customers or other third-parties, create system disruptions, or cause shutdowns. Additionally, sophisticated software and applications that we produce or procure from third-parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the information infrastructure. A disruption, infiltration or failure of our information infrastructure systems or any of our data centers as a result of software or hardware malfunctions, computer viruses, cyber-attacks, employee theft or misuse, power disruptions, natural disasters or accidents could cause breaches of data security, loss of critical data and performance delays, which in turn could adversely affect our business.

Security breaches of confidential customer information, in connection with our electronic processing of credit and debit card transactions, or confidential employee information may adversely affect our business.

Our business requires the collection, transmission and retention of personally identifiable information, in various information technology systems that we maintain and in those maintained by third parties with whom we contract to provide services. The integrity and protection of that data is critical to us. The information, security and privacy requirements imposed by governmental regulation are increasingly demanding. Our systems may not be able to satisfy these changing requirements and customer and employee expectations, or may require significant additional

investments or time in order to do so. A breach in the security of our information technology systems or those of our service providers could lead to an interruption in the operation of our systems, resulting in operational inefficiencies and a loss of profits. Additionally, a significant theft, loss or misappropriation of, or access to, customers’ or other proprietary data or other breach of our information technology systems could result in fines, legal claims or proceedings.

The use of individually identifiable data by our business, our business associates and third parties is regulated at the state, federal and international levels.

The regulation of individual data is changing rapidly, and in unpredictable ways. A change in regulation could adversely affect our business, including causing our business model to no longer be viable. Costs associated with information security – such as investment in technology, the costs of compliance with consumer protection laws and costs resulting from consumer fraud – could cause our business and results of operations to suffer materially. Additionally, the success of our online operations depends upon the secure transmission of confidential information over public networks, including the use of cashless payments. The intentional or negligent actions of employees, business associates or third parties may undermine our security measures. As a result, unauthorized parties may obtain access to our data systems and misappropriate confidential data. There can be no assurance that advances in computer capabilities, new discoveries in the field of cryptography or other developments will prevent the compromise of our customer transaction processing capabilities and personal data. If any such compromise of our security or the security of information residing with our business associates or third parties were to occur, it could have a material adverse effect on our reputation, operating results and financial condition. Any compromise of our data security may materially increase the costs we incur to protect against such breaches and could subject us to additional legal risk.

The Issuer is not subject to Sarbanes-Oxley regulations and may lack the financial controls and procedures of public companies.

The Issuer may not have the internal control infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes Oxley Act of 2002. As a privately-held (non-public) issuer, the Issuer is currently not subject to the Sarbanes Oxley Act of 2002, and its financial and disclosure controls and procedures reflect its status as a development stage, non-public company. There can be no guarantee that there are no significant deficiencies or material weaknesses in the quality of the Issuer’s financial and disclosure controls and procedures. If it were necessary to implement such financial and disclosure controls and procedures, the cost to the Issuer of such compliance could be substantial and could have a material adverse effect on the Issuer’s results of operations.

Changes in federal, state or local laws and government regulation could adversely impact our business.

The Issuer is subject to legislation and regulation at the federal, state and local levels. New laws and regulations may impose new and significant disclosure obligations and other operational, marketing and compliance-related obligations and requirements, which may lead to additional costs, risks of non-compliance, and diversion of our management's time and attention from strategic initiatives. Additionally, federal, state and local legislators or regulators may change current laws or regulations which could adversely impact our business. Further, court actions or regulatory proceedings could also change our rights and obligations under applicable federal, state and local laws, which cannot be predicted. Modifications to existing requirements or imposition of new requirements or limitations could have an adverse impact on our business.

We operate in a highly regulated environment, and if we are found to be in violation of any of the federal, state, or local laws or regulations applicable to us, our business could suffer.

We are also subject to a wide range of federal, state, and local laws and regulations. The violation of these or future requirements or laws and regulations could result in administrative, civil, or criminal sanctions against us, which may include fines, a cease and desist order against the subject operations or even revocation or suspension of our license to operate the subject business. As a result, we may incur capital and operating expenditures and other costs to comply with these requirements and laws and regulations.

Global crises and geopolitical events, including without limitation, COVID-19 can have a significant effect on our business operations and revenue projections.

A significant outbreak of contagious diseases, such as COVID-19, in the human population could result in a widespread health crisis. Additionally, geopolitical events, such as wars or conflicts, could result in global disruptions

to supplies, political uncertainty and displacement. Each of these crises could adversely affect the economies and financial markets of many countries, including the United States where we principally operate, resulting in an economic downturn that could reduce the demand for our products and services and impair our business prospects, including as a result of being unable to raise additional capital on acceptable terms, if at all.

Risks Related to the Offering

State and federal securities laws are complex, and the Issuer could potentially be found to have not complied with all relevant state and federal securities law in prior offerings of securities.

The Issuer has conducted previous offerings of securities and may not have complied with all relevant state and federal securities laws. If a court or regulatory body with the required jurisdiction ever concluded that the Issuer may have violated state or federal securities laws, any such violation could result in the Issuer being required to offer rescission rights to investors in such offering. If such investors exercised their rescission rights, the Issuer would have to pay to such investors an amount of funds equal to the purchase price paid by such investors plus interest from the date of any such purchase. No assurances can be given the Issuer will, if it is required to offer such investors a rescission right, have sufficient funds to pay the prior investors the amounts required or that proceeds from this Offering would not be used to pay such amounts.

In addition, if the Issuer violated federal or state securities laws in connection with a prior offering and/or sale of its securities, federal or state regulators could bring an enforcement, regulatory and/or other legal action against the Issuer which, among other things, could result in the Issuer having to pay substantial fines and be prohibited from selling securities in the future.

The Issuer could potentially be found to have not complied with securities law in connection with this Offering related to a Reservation Campaign (also known as “Testing the Waters”).

Prior to filing this Form C, the Issuer engaged in a Reservation Campaign (also known as “testing the waters”) permitted under Regulation Crowdfunding (17 CFR 227.206), which allows issuers to communicate to determine whether there is interest in the offering. All communication sent is deemed to be an offer of securities for purposes of the antifraud provisions of federal securities laws. Any Investor who expressed interest prior to the date of this Offering should read this Form C thoroughly and rely only on the information provided herein and not on any statement made prior to the Offering. The communications sent to Investors prior to the Offering are attached as Exhibit E. Some of these communications may not have included proper disclaimers required for a Reservation Campaign.

The Custodian shall serve as the legal title holder of the Securities. Investors will only obtain a beneficial ownership in the Securities.

The Issuer and the Investor shall appoint and authorize the qualified third-party Custodian for the benefit of the Investor, to hold the SAFE and any securities that may be issued upon conversion thereof in registered form in the Custodian’s name or the name of the Custodian’s nominees for the benefit of the Investor and Investor’s permitted assigns. The Custodian may take direction from the Lead who will act on behalf of the Investors, and the Custodian may be permitted to rely on the Lead’s instructions related to the Securities. Investors may never become an equity holder, merely a beneficial owner of an equity interest.

The U.S. Securities and Exchange Commission does not pass upon the merits of the Securities or the terms of the Offering, nor does it pass upon the accuracy or completeness of any Offering document or literature.

You should not rely on the fact that our Form C is accessible through the U.S. Securities and Exchange Commission’s EDGAR filing system as an approval, endorsement or guarantee of compliance as it relates to this Offering. The U.S. Securities and Exchange Commission has not reviewed this Form C, nor any document or literature related to this Offering.

Neither the Offering nor the Securities have been registered under federal or state securities laws.

No governmental agency has reviewed or passed upon this Offering or the Securities. Neither the Offering nor the Securities have been registered under federal or state securities laws. Investors will not receive any of the benefits available in registered offerings, which may include access to quarterly and annual financial statements that have been audited by an independent accounting firm. Investors must therefore assess the adequacy of disclosure and the fairness of the terms of this Offering based on the information provided in this Form C and the accompanying exhibits.

The Issuer's management may have broad discretion in how the Issuer uses the net proceeds of the Offering.

Unless the Issuer has agreed to a specific use of the proceeds from the Offering, the Issuer’s management will have considerable discretion over the use of proceeds from the Offering. You may not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.

Because the Offering consists of three separate tranches, a single investor may receive different SAFEs with different terms, depending on the timing of its investment commitment.

The Offering is divided into separate tranches for early investors and standard investors. “Early Investors,” which include investors who invest (i) during the first tranche of the Offering, which includes the initial purchases amounting up to and including a sum of $1,000,000.00 (the “First Tranche Early Investors”), and (ii) during the second tranche of the Offering, which includes purchases from $1,000,000.01 and up to and including the sum of $3,000,000.00 (the “Second Tranche Early Investors”), will receive a SAFE with preferential terms, namely a reduced pre-money valuation cap of (i) $15,000,000 for First Tranche Early Investors; or (ii) $20,000,000 for Second Tranche Early Investors; instead of the $25,000,000 valuation cap for Standard Investors. A SAFE with different terms ($25,000,000 valuation cap) will be issued to “Standard Investors,” or investors who invest during the third tranche of the Offering, which includes all purchases from $3,000,000.01 to $5,000,000. Accordingly, a single investor may be issued three different SAFEs with different terms, depending on the timing of the investor’s investment commitment.

The Intermediary Fees paid by the Issuer are subject to change depending on the success of the Offering.

At the conclusion of the Offering, the Issuer shall pay the Intermediary a cash fee equal to the greater of (A) $15,000.00 or (B) the amount determined pursuant to the following schedule: (1) 0% of any dollar amounts raised in the Offering up to $100,000.00, and (2) six percent (6%) of any dollar amounts raised in the Offering exceeding $100,000.01 but not exceeding $5,000,000.00. Additionally, the Issuer shall pay to the Intermediary a non-refundable onboarding fee of five thousand dollars ($5,000.00). The compensation paid by the Issuer to the Intermediary may impact how the Issuer uses the net proceeds of the Offering.

The Issuer has the right to limit individual Investor commitment amounts based on the Issuer’s determination of an Investor’s sophistication.

The Issuer may prevent any Investor from committing more than a certain amount in this Offering based on the Issuer’s determination of the Investor’s sophistication and ability to assume the risk of the investment. This means that your desired investment amount may be limited or lowered based solely on the Issuer’s determination and not in line with relevant investment limits set forth by the Regulation CF rules. This also means that other Investors may receive larger allocations of the Offering based solely on the Issuer’s determination.

The Company has the right to extend the Offering Deadline and/or increase the Maximum Offering Amount.

The Company may extend the Offering Deadline and/or increase the Maximum Offering Amount beyond what is currently stated herein. For an extension of the Offering Deadline, this means that your investment may continue to be held in escrow while the Company attempts to raise the Target Offering Amount even after the Offering Deadline stated herein is reached. While you have the right to cancel your investment in the event the Company extends the Offering Deadline, if you choose to reconfirm your investment, your investment will not be accruing interest during this time and will simply be held until such time as the new Offering Deadline is reached without the Company receiving the Target Offering Amount, at which time it will be returned to you without interest or deduction, or the Company receives the Target Offering Amount, at which time it will be released to the Company to be used as set forth herein. Upon or shortly after the release of such funds to the Company, the Securities will be issued and distributed to you. For an increase in the Maximum Offering Amount, this means that additional amounts may be raised by the Company which would also increase the number of shares outstanding and dilute shareholders.

The Issuer may also end the Offering early.

If the Target Offering Amount is met after 21 calendar days, but before the Offering Deadline, the Issuer can end the Offering by providing notice to Investors at least 5 business days prior to the end of the Offering. This means your failure to participate in the Offering in a timely manner, may prevent you from being able to invest in this Offering – it also means the Issuer may limit the amount of capital it can raise during the Offering by ending the Offering early.

The Issuer has the right to conduct multiple closings during the Offering.

If the Issuer meets certain terms and conditions, an intermediate close (also known as a rolling close) of the Offering can occur, which will allow the Issuer to draw down on seventy percent (70%) of Investor proceeds committed and captured in the Offering during the relevant period. The Issuer may choose to continue the Offering thereafter. Investors should be mindful that this means they can make multiple investment commitments in the Offering, which

may be subject to different cancellation rights. For example, if an intermediate close occurs and later a material change occurs as the Offering continues, Investors whose investment commitments were previously closed upon will not have the right to re-confirm their investment as it will be deemed to have been completed prior to the material change.

The Issuer Reserves the Right to Change the Escrow Agent at Its Sole Discretion, Which May Result in Delays or Operational Adjustments

The Issuer reserves the right, in its sole discretion, to replace the escrow agent at any time during the Offering. In the event of such a change, investor funds held in escrow may be transferred to a new escrow account with a different financial institution. Any such transition will be conducted in compliance with applicable laws and regulations; however, investors should be aware that a change in escrow agent may result in processing delays, modifications to administrative procedures, or other operational adjustments that could affect the timing of investment processing and disbursement of funds. The intermediary facilitating this offering assists in establishing and managing escrow accounts, including communicating with the escrow agent via API, and any transition to a new escrow agent may require adjustments to these processes.

Risks Related to the Securities

The Securities will not be freely tradable under the Securities Act until one year from when the securities are issued. Although the Securities may be tradable under federal securities law, state securities regulations may apply, and each Investor should consult with their attorney.

You should be aware of the long-term nature of this investment. There is not now and likely will not ever be a public market for the Securities. Because the Securities have not been registered under the Securities Act or under the securities laws of any state or foreign jurisdiction, the Securities have transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF. It is not currently contemplated that registration under the Securities Act or other securities laws will be effected. Limitations on the transfer of the Securities may also adversely affect the price that you might be able to obtain for the Securities in a private sale. Investors should be aware of the long-term nature of their investment in the Issuer. Each Investor in this Offering will be required to represent that they are purchasing the Securities for their own account, for investment purposes and not with a view to resale or distribution thereof. If a transfer, resale, assignment or distribution of the Security should occur prior to the conversion of the Security or after, if the Security is still held by the original purchaser directly, the transferee, purchaser, assignee or distributee, as relevant, will be required to sign a new Omnibus Nominee Trust Agreement (attached as Exhibit D).

Additionally, Investors will only have a beneficial interest in the Securities, not legal ownership, which may make their resale more difficult as it will require coordination with the Custodian.

Investors will not become equity holders until a qualified equity financing or until there is a change of control or sale of substantially all of the Issuer’s assets. The Investor may never directly hold equity in the Issuer.

Investors will not have an ownership claim to the Issuer or to any of its assets or revenues for an indefinite amount of time and depending on when and how the Securities are converted, the Investors may never become equity holders of the Issuer. Investors will not become equity holders of the Issuer unless the Issuer receives a future round of financing great enough to trigger a conversion. Except for a qualified financing, the Issuer is under no obligation to convert the Securities. In certain instances, such as a sale of the Issuer or substantially all of its assets, an initial public offering or a dissolution or bankruptcy, the Investors may only have a right to receive cash, to the extent available, rather than equity in the Issuer. Further, the Investor may never become an equity holder, merely a beneficial owner of an equity interest, as the custodian shall be deemed the legal owner of the SAFE or the securities issuable thereto.

Investors will not have voting rights, even upon conversion of the Securities.

Investors will not have the right to vote upon matters of the Issuer even if and when their Securities are converted (the occurrence of which cannot be guaranteed). Under the terms of the Securities, the Custodian will exercise voting control over the Securities. The Custodian may take direction from the Lead who will act on behalf of the Investors, and the Custodian may be permitted to rely on the Lead’s instructions related to voting of the Securities. For example, if the Securities are converted in connection with an offering of Series C Preferred Stock, Investors would beneficially receive securities in the form of shares of Series C-CF Preferred Stock (or a similar different designated class) and such shares would be required to be subject to the terms of the Securities that allows the Custodian to vote their shares of Series C-CF Preferred Stock consistent with the terms of the Security. Thus, Investors will essentially never be able to vote upon any matters of the Issuer unless otherwise provided for by the Issuer.

Investors will not be entitled to any inspection or information rights other than those required by law.

Investors will not have the right to inspect the books and records of the Issuer or to receive financial or other information from the Issuer, other than as required by law. Other security holders of the Issuer may have such rights. Regulation CF requires only the provision of an annual report on Form C-AR and no additional information. Additionally, there are numerous methods by which the Issuer can terminate annual report obligations, resulting in no information rights, contractual, statutory or otherwise, owed to Investors. This lack of information could put Investors at a disadvantage in general and with respect to other security holders, including certain security holders who have rights to periodic financial statements and updates from the Issuer such as quarterly unaudited financials, annual projections and budgets, and monthly progress reports, among other things.

Investors will be unable to declare the Security in “default” and demand repayment.

Unlike convertible notes and some other securities, the Securities do not have any “default” provisions upon which Investors will be able to demand repayment of their investment. The Issuer has ultimate discretion as to whether or not to convert the Securities upon a future equity financing and Investors have no right to demand such conversion. Only in limited circumstances, such as a liquidity event, may Investors demand payment and even then, such payments will be limited to up to the amount of cash available to the Issuer.

The Issuer may never undergo an Equity Financing or a Liquidity Event and Investors may have to hold the Securities indefinitely.

The Issuer may never conduct a future equity financing. In addition, the Issuer may never undergo a liquidity event such as a sale of the Issuer or an initial public offering. If neither an equity financing nor a liquidity event occurs, Investors could be left holding the Securities in perpetuity. The Securities have numerous transfer restrictions and will likely be highly illiquid, with no secondary market on which to sell them. If a transfer, resale, assignment or distribution of the Security should occur prior to the conversion of the Security or after, if the Security is still held by the original purchaser directly, the transferee, purchaser, assignee or distributee, as relevant, will be required to sign a new Omnibus Nominee Trust Agreement (as defined in the Security). The Securities are not equity interests, have no ownership rights, have no rights to the Issuer’s assets or profits and have no voting rights or ability to direct the Issuer or its actions.

Any equity securities acquired upon conversion of the Securities may be significantly diluted as a consequence of subsequent equity financings.

The Issuer’s equity securities will be subject to dilution. The Issuer intends to issue additional equity to employees and third-party financing sources in amounts that are uncertain at this time, and as a consequence holders of equity securities resulting from the conversion of the Securities will be subject to dilution in an unpredictable amount. Such dilution may reduce the Investor’s control and economic interests in the Issuer.

The amount of additional financing needed by the Issuer will depend upon several contingencies not foreseen at the time of this Offering. Generally, additional financing (whether in the form of loans or the issuance of other securities) will be intended to provide the Issuer with enough capital to reach the next major corporate milestone. If the funds received in any additional financing are not sufficient to meet the Issuer’s needs, the Issuer may have to raise additional capital at a price unfavorable to their existing investors, including the holders of the Securities. The availability of capital is at least partially a function of capital market conditions that are beyond the control of the Issuer. There can be no assurance that the Issuer will be able to accurately predict the future capital requirements necessary for success or that additional funds will be available from any source. Failure to obtain financing on favorable terms could dilute or otherwise severely impair the value of the Securities.

In addition, the Issuer has certain equity grants and convertible securities outstanding. Should the Issuer enter into a financing that would trigger any conversion rights, the converting securities would further dilute the equity securities receivable by the holders of the Securities upon a qualifying financing.

Any equity securities issued upon conversion of the Securities may be substantially different from other equity securities offered or issued by the Issuer at the time of conversion.

In the event a conversion occurs, the Issuer will convert the Securities into equity securities that are materially different from the equity securities being issued to new investors at the time of conversion in many ways, including, but not limited to, liquidation preferences, dividend rights, or anti-dilution protection. Additionally, any equity securities issued at the Equity Financing Price (as defined in the SAFE agreement) shall have only such preferences, rights, and protections in proportion to the Equity Financing Price and not in proportion to the price per share paid by new investors receiving the equity securities. Upon conversion of the Securities, the Issuer may not provide the holders of such Securities with the same rights, preferences, protections, and other benefits or privileges provided to other investors of the Issuer.

The forgoing paragraph is only a summary of a portion of the conversion feature of the Securities; it is not intended to be complete, and is qualified in its entirety by reference to the full text of the SAFE agreement, which is attached as Exhibit B.

There is no present market for the Securities and we have arbitrarily set the price.

The offering price was not established in a competitive market. We have arbitrarily set the price of the Securities with reference to the general status of the securities market and other relevant factors. The offering price for the Securities should not be considered an indication of the actual value of the Securities and is not based on our asset value, net worth, revenues or other established criteria of value. We cannot guarantee that the Securities can be resold at the offering price or at any other price.

In the event of the dissolution or bankruptcy of the Issuer, Investors will not be treated as debt holders and therefore are unlikely to recover any proceeds.

In the event of the dissolution or bankruptcy of the Issuer, the holders of the Securities that have not been converted will be entitled to distributions as described in the Securities. This means that such holders will only receive distributions once all creditors and holders of indebtedness have been paid in full, and will share pro rata with holders of other SAFEs and Preferred Stock if proceeds are insufficient to pay all such holders in full. SAFE holders will be senior to holders of Common Stock. No holders of any of the Securities can be guaranteed any proceeds in the event of the dissolution or bankruptcy of the Issuer.

While the Securities provide mechanisms whereby holders of the Securities would be entitled to a return of their purchase amount upon the occurrence of certain events, if the Issuer does not have sufficient cash on hand, this obligation may not be fulfilled.

Upon the occurrence of certain events, as provided in the Securities, holders of the Securities may be entitled to a return of the principal amount invested. Despite the contractual provisions in the Securities, this right cannot be guaranteed if the Issuer does not have sufficient liquid assets on hand. Therefore, potential Investors should not assume a guaranteed return of their investment amount.

There is no guarantee of a return on an Investor’s investment.

There is no assurance that an Investor will realize a return on their investment or that they will not lose their entire investment. For this reason, each Investor should read this Form C and all exhibits carefully and should consult with their attorney and business advisor prior to making any investment decision.

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Discussion

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Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC make investment recommendations and no communication, through this Site, or in any other medium, should be construed as a recommendation for any security offered on or off this investment platform. Investment opportunities posted on this Site are private placements of securities that are not publicly traded, involve a high degree of risk, may lose value including the total loss of invested capital, are subject to holding period requirements and are intended for investors who do not need a liquid investment. Past performance is not indicative of future results. Investors must be able to afford the loss of their entire investment. Only qualified investors, who understand the risks of early-stage investment and who meet the Republic's investment criteria may invest. Investors may be restricted to only Accredited Investors or non-U.S. persons, to invest in offerings hosted by OpenDeal Broker. Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC, nor any of their officers, directors, agents and employees make any warranty, express or implied, of any kind whatsoever related to the adequacy, accuracy or completeness of any information on this Site or the use of information on this site. Offers to sell securities can only be made through official offering documents that contain important information about the investment and the issuers, including risks. Investors should carefully read the offering documents. Investors should conduct their own due diligence and are encouraged to consult with their tax, legal and financial advisors.

By accessing the Site and any pages thereof, you agree to be bound by the Terms of Use and Privacy Policy. Please also see OpenDeal Broker’s Business Continuity Plan and Additional Risk Disclosures. All issuers offering securities under regulation crowdfunding as hosted by OpenDeal Portal LLC are listed on the All Companies Page. The inclusion or exclusion of an issuer on the Platform Page and/or Republic’s Homepage, which includes offerings conducted under regulation crowdfunding as well as other exemptions from registration, is not based upon any endorsement or recommendation by OpenDeal Inc, OpenDeal Portal LLC, or OpenDeal Broker LLC, nor any of their affiliates, officers, directors, agents, and employees. Rather, issuers of securities may, in their sole discretion, opt-out of being listed on the Platform Page and Homepage.

Investors should verify any issuer information they consider important before making an investment.

Investments in private companies are particularly risky and may result in total loss of invested capital. Past performance of a security or a company does not guarantee future results or returns. Only investors who understand the risks of early stage investment and who meet the Republic's investment criteria may invest.

Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC verify information provided by companies on this Site and makes no assurance as to the completeness or accuracy of any such information. Additional information about companies fundraising on the Site can be found by searching the EDGAR database, or the offering documentation located on the Site when the offering does not require an EDGAR filing.

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. Therefore, when you use the Services we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver's license, passport or other identifying documents.

Republic and its affiliates are not and do not operate or act as a bank. Certain banking services are provided by BitGo Trust Company, a South Dakota-chartered trust company and registered money services business. BitGo Trust Company is not an FDIC member. Digital (crypto) assets and investment products are not insured by the FDIC, may lose value, and are not deposits or other obligations of BitGo Trust Company and are not guaranteed by BitGo Trust Company. Terms and conditions apply.

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