Clovis Remote Patient Monitoring Inc
                                              Sub Chapter S COMPANY

                                                 Maximum Stock Offered: 6,000,000
                                                 Minimum Stock Offered: 50,000
                                                 Price Per Stock: $1.00
                                                 Minimum Investment: $5,000

 

 

Clovis RPM Inc. a Florida based Company, is offering a minimum of 5,000 and a maximum of 3,000,000.
The offering price per Stock has been arbitrarily determined by the Company.

These are speculative securities, which involve a high degree of risk. Only those investors who can bear
the loss of their entire investment should invest in these Stock.

The securities offered hereby have not been registered under the securities act of 1933, as amended (the
“act”), the securities laws of the state of Nevada or under the securities laws of any other state or
jurisdiction in reliance upon the exemptions from registration provided by the act and regulation d rule
504 promulgated there under, and the comparable exemptions from registration provided by other
applicable securities laws.

Sale Price Marketing Cost Proceeds to Company
Per Stock $1.00 Selling Price

Commision of $0.10 For The Sale Of Stock

 

 

 

 

 

TABLE OF CONTENTS
Executive Summary ………………………………………………………………………………………………………………………… .5
I. Summary of the Offering ……………………………………………………………………………………………………………….. 13
II. Business Plan ……………………………………………………………………………………………………………………………… 13
A.. The Offering…………………………………………………………………………………………………………………………………14
B. Risk Factors………………………………………………………………………………………………………………………………….14
C. Use of Proceeds…………………………………………………………………………………………………………………………….14
D. Minimum Offering Proceeds – Escrow of Subscription Proceeds……………………………………………………….14
E. Registrar……………………………………………………………………………………………………………………………………..14
F. Subscription Period ……………………………………………………………………………………………………………………..14
III. Requirements for Purchasers …………………………………………………………………………………………………….. 14
A. General Suitability Standards………………………………………………………………………………………………………..15
B. Accredited Investors……………………………………………………………………………………………………………………..15
C. Other Requirements……………………………………………………………………………………………………………………..16
IV. Forward Looking Information ……………………………………………………………………………………………………. 16
V. Risk Factors……………………………………………………………………………………………………………………………….. 18
A. Development Stage Business …………………………………………………………………………………………………………17
B. Inadequacy of Funds …………………………………………………………………………………………………………………….17
C. Dependence on Management …………………………………………………………………………………………………………17
D. Risks Associated with Expansion……………………………………………………………………………………………………17
F. Competition…………………………………………………………………………………………………………………………………18
G. Trend in Consumer Preferences and Spending………………………………………………………………………………..18
H. Risks of Borrowing ………………………………………………………………………………………………………………………18
I. Unanticipated Obstacles to Execution of the Business Plan………………………………………………………………..18
J. Management Discretion as to Use of Proceeds …………………………………………………………………………………18
K. Control By Management ……………………………………………………………………………………………………………….19
L. Return of Profits……………………………………………………………………………………………………………………………19
M. No Assurances of Protection for Proprietary Rights; Reliance on Trade Secrets………………………………….19
N. Dilution ………………………………………………………………………………………………………………………………………19
O. Limited Transferability and Liquidity …………………………………………………………………………………………….19
P. Broker – Dealer Sales of Stock ……………………………………………………………………………………………………….20
Q. Long Term Nature of Investment ………………………………………………………………………………………………….20
S. Compliance with Securities Laws …………………………………………………………………………………………………..20
T. Offering Price……………………………………………………………………………………………………………………………….21
U. Lack of Firm Underwriter ……………………………………………………………………………………………………………..21
V. Projections: Forward Looking Information………………………………………………………………………………………21
VI. Use of proceeds………………………………………………………………………………………………………………………….. 21
VII. Management Compensation ……………………………………………………………………………………………………… 22
VIII.Board OF Advisors……………………………………………………………………………………………………………………. 22
IX. Dilution…………………………………………………………………………………………………………………………………….. 22
X. Forecast Sales……………………………………………………………..………………………………………………………….. .….24
XI. Litigation……………………………………………………………..…………………………………………………………………….24
XII. Description of Stock……………………………………………………………………………………………..……………………24
XIII. Transfer Agent and Registrar…………………………………………………………………………..…………………..……25
XIV. Plan of Placement…………………………………………………………………………………………..…………………..……25
XV. Additional Information…………………………………………………………………………………..…………………..……..26

 

 

 

 

 

 

 

 

  EXECUTIVE SUMMARY

Today’s healthcare organizations are trying to navigate, not only a transitioning technology
landscape, but also a payment reform shifting from a Fee for Service to a new Value Based
payment model. Healthcare providers are continuously assessing how they can enhance patient
care and grow revenue, while also improving cost, risk management, and outcomes. Many
clinicians, policymakers and health economists agree that improving healthcare quality while
controlling costs and risk requires greater patient engagement. Improved patient engagement can
result in better disease prevention, by giving patients the tools to self-monitor and change behavior;
greater treatment success, based on increased compliance with lifestyle changes and therapy; and
better clinical decision making, as a result of more information sharing between the patient and
clinician.Clovis Router provides avenue for greater patient engagement.

Clovis has developed a worldclass telemedicine technology platform providing clinicians and care givers an interface that is as
unique as the patient, whether they prefer their smart phone, tablet, laptop, TV or nothing but the
Router. Clovis allows the care team to provide automated messaging and reminders of upcoming
daily activities including medication adherence, physical fitness routines, wellness and education
videos, doctor appointments, etc. This type of daily interaction enables the care team to virtually
become part of the patients’ life.
Telemedicine is a part of an evolution of a more connected, patient-centered healthcare ecosystem.
Clovis offers a user-friendly platform that not only analyzes real time patient diagnostic data in
order to identify trends or episodic events, but also offers unprecedented, automated patient
engagement using the patient’s exiting television as the communication portal.

                                                            Medical Need
As the ongoing management of serious, chronic diseases impact healthcare infrastructures, new
ways to solve the urgent need for cost effective, reliable and consistent patient monitoring have
become paramount in attempting to decrease the burden healthcare organizations are currently
experiencing.

75% of hospitals are being fined by Medicare because of their high re-admissions rate.
According to Touchstone survey, virtual care will be one of the main deflators in an industry full
of escalating healthcare costs projected to reach $3.207 trillion this year, roughly $10,000 per
person (Source: National Healthcare Expenditure).

According to a report published by the National Health Council, “generally incurable and
ongoing, chronic diseases affect approximately 133 million Americans, representing more than
40% of the total population of this country. By 2024, that number is projected to grow to an
estimated 157 million, with 81 million having multiple conditions. About half of all adults have
a chronic condition. More and more people are living with not just one chronic illness, such as
diabetes, heart disease or depression, but with two or more conditions. Almost a third of the
population is now living with multiple chronic conditions. In 2020, 7 out of 10 deaths in the
U.S. are due to chronic diseases. Heart disease, cancer and stroke account for more than half of
all deaths each year. According to the New England Journal of Medicine, people with chronic
conditions receive only 56% of recommended preventive health care services. A 2018 study
reported that seven chronic diseases – cancer, diabetes, hypertension, stroke, heart disease,
pulmonary conditions, and mental illness – have a total impact on the economy of $1.3 trillion
annually. By the year 2023, this number is projected to increase to $4.2 trillion in treatment costs
and lost economic output.”

A few years ago, in a first-of-its-kind move, Center for Medicare and Medicaid Service (CMS)
made remote patient monitoring (RPM) a separately reimbursable service under Medicare. Now,
CMS has proposed three new codes for RPM services, retitled “Chronic Care Remote
Physiologic Monitoring,” which do a far better job reflecting how providers can more effectively
and efficiently use RPM technology to monitor and manage patient care needs, including chronic
care management.

Medicare already offers separate reimbursement for RPM. The service is defined as the
“collection and interpretation of physiologic data (e.g., ECG, blood pressure, glucose
monitoring) digitally stored and/or transmitted by the patient and/or caregiver to the physician or
other qualified health care professional, qualified by education, training, licensure/regulation
(when applicable) requiring a minimum of 20 minutes of time.”

The new Chronic Care Remote Physiologic Monitoring codes are:
▪ CPT code 99457: “Remote monitoring of physiologic parameter(s) (e.g, weight, blood
pressure, pulse oximetry, respiratory flow rate), initial; set-up and patient education on use
of equipment.”
▪ CPT code 99453: “Remote monitoring of physiologic parameter(s) (eg, weight, blood
pressure, pulse oximetry, respiratory flow rate), initial; device(s) supply with daily
recording(s) or programmed alert(s) transmission, each 30 days.”
▪ CPT code 99454: “Remote physiologic monitoring treatment management services, 20
minutes or more of clinical staff/physician/other qualified healthcare professional time in a
calendar month requiring interactive communication with the patient/caregiver during the
month.”

Chronic Care Remote Physiologic Monitoring is not a telehealth service. Providers frustrated
with the labyrinthine and narrow Medicare coverage of telehealth services can take comfort in
the fact that RPM is not considered a Medicare telehealth service. Instead, like a physician
interpretation of an electrocardiogram or radiological image that has been transmitted
electronically, RPM services involve the interpretation of medical information without a direct
interaction between the practitioner and beneficiary. As such, Medicare pays for RPM services
under the same conditions as in-person physicians’ services with no additional requirements
regarding permissible originating sites or use of the telehealth place of service (POS) 02
code. This means Chronic Care Remote Physiologic Monitoring does not require the use of
interactive audio-video, nor must the patient be located in a rural area or a qualified originating
site. Patients can receive RPM services in their homes.

Companies currently offering Chronic Care Management (CCM) services should be particularly
focused on expanding their business lines into RPM. Not only do CCM companies have current
customers who can benefit from RPM services, the non-face-to-face technology and clinical
integration requirements are fairly similar. Moreover, CCM and RPM can both be separately
billed for the same patient in the same month, allowing additional revenue.

According to the American Medical Associations (AMA), the inclusion of the remote patient
monitoring codes “reflect how healthcare professionals can more effectively and efficiently use
technology to connect with their patients at home and gather data for care management and
coordination,” while the inter-professional internet consultation codes “have been added to
reflect the increasing importance of using non-verbal communication technology to coordinate
patient care between a consulting physician and a treating physician.”

A proven technology solution is urgently needed to alleviate the strain on the medical system and
provide new monitoring options to patients with chronic diseases that will help mitigate the high
rates of re-admissions, resulting in lower costs overall and better patient care long term.

                                                           Market Need
Clovis offers healthcare providers a Telemedicine platform to monitor patient populations thus
reducing readmissions and easing concerns of emergency room utilization. A recent CDC report
showed that 80 percent of adults between the ages of 18 to 64 who visited an emergency room
during the first half of 2020 did so because they lacked access to other providers. Telemedicine
also advances the legislative intent of CMS to provide evidence-based medicine and engage
patients. Telemedicine referred to as telehealth in the CMS rule is a central element to this end.
As written in CMS’ final rule for the Medicare Shared Savings Program, “accountable care
organizations must define processes to promote evidence-based medicine and patient
engagement, report on quality and cost measures, and coordinate care, such as through the
use of telehealth, remote patient monitoring, and other such enabling technologies.”
Being able to engage and educate the patient is the only way to ultimately change their behavior
and accomplish the goal of Triple Aim healthcare – Better Health, to More Patients for Less
Money.

However, connecting with patients outside of the office visit, and providing ongoing access and
transparency to care and support resources, is challenging, particularly when it requires
coordination between patients, physicians, clinical staff and third-party resources. To meet
consumer demands, healthcare providers need new ways to connect with patients and deliver
value-added information in a cost effective, easy to access and simple manner – and in a way that
maintains consistency and continuity throughout the entire treatment process. Today’s healthcare
providers need digital solutions that are custom-tailored specifically for their businesses. The
Clovis platform provides the right digital solutions that are incorporated strategically into a
provider’s business leaving little question that Clovis can improve each patient’s overall
experience.

 

                                                       Products
With Clovis telemedicine tools, patients can virtually engage a physician or care coordinator
anytime, anywhere. They are not limited by distance or cost and time spent driving to and from
appointments.
Background: As the Internet evolved, new services and platforms have been and still are being
developed and introduced to the market. A heterogeneous collection of devices, systems and
applications with varied protocols and connectivity options have come to the market to support
such services. Machine-to-machine (M2M) communication is on the rise, enabling devices to
exchange and act upon information without a person ever being involved. The scope and scale of
the Internet have changed as well: industry leaders predict that the number of connected devices
will surpass 15 billion nodes by 2024 and reach over 50 billion by 2030. The challenge for the
embedded industry is to unlock the value of this growing interconnected web of devices, often
referred to as the Internet of Things (IoT).
For the IoT to work, all devices must be able to connect seamlessly. However, there is no one
wireless or wireline technology that can efficiently serve across an entire network. To develop
cost-effective products, engineers need to be able to select the optimal communications channel
and protocol for their application. As a result, the IoT is based on a variety of standard and
proprietary protocols. Devices need to work together in multiple ways and interoperability among
devices is needed.
Platform Description: Clovis adopted a “hub and spoke” architecture for its platform. The central
‘hub’ is a single control device that communicates with a heterogeneous collection of end point
devices into a functional team irrespective of what protocols or connectivity options a particular
device uses. The platform provides the coordination intelligence and allows seamless access to
broad range of services at home thus providing consumers with a degree of choice in what devices
from various vendors they can add to the network.
The Clovis Router can stand on its own and transmit data collected through the embedded sim card
or can be situated between the patient’s Television and his or her Cable TV/Satellite set-top-box.
This set-top-box connects to the Clovis Router and the Clovis Router connects to the television
thus allowing the TV channels to pass through. The convenience to the patient is that he or she
does not have to switch channels to access the Clovis services on his or her TV. Messages, alerts
and notification appear in real time as an overlay on the TV screen. The patient can view the
message or notification by pressing a single button on the remote control of the Router.
Go Back
Patients can view their diagnostic Data on the TV screen (additionally Clovis allows access of all
services on PCs, Tablets and mobile phones) as soon as the measurement is taken. The system will
also send notifications to the care team if the readings are not normal.
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New peripherals (such as a Spirometer for measuring lung air flow important to COPD patients)
are currently under development thus expanding the care giver’s ability to effectively and
efficiently interact with patients.
System Details: The Clovis Router and content was developed by a team of engineers financed by
Home Monitoring Equipment Inc., DG Inc. and Smart Health 1on1. Highlights of the system and
content are as follows:
▪ Automated Coaching: The Clovis platform was designed with automated messaging
capabilities that enable case managers to leverage technology in their delivery and access of
healthcare. Most episodic events go unnoticed or not addressed simply because there are more
pressing or higher cost scenarios monopolizing their resources and attention. Case managers
can create their own automated triage of events, which not only enables them to deliver
consistent messaging with documented read receipts from the patient but allows them to touch
the patient based on exception, even when it is something minor. This provides case managers
latitude to focus on more severe situations and events that warrant their personal touch.
▪ Direct Connect & Virtual Visit: Patients can theoretically engage a physician or caregiver
anytime, anywhere. They are not limited by distance; cost or time spent driving to and from
appointments. However, connecting with patients outside of the office visit, and providing
ongoing access and transparency to care and support resources, is challenging, particularly
when it requires coordination between patients, physicians, clinical staff and third-party
resources. To meet consumer demands, Clovis has a revolutionary platform that enables new
ways to connect with patients and deliver value-added information in a cost effective, easy to
access and simple manner—and in a way that maintains consistency and continuity throughout
the entire treatment process.
The Clovis platform affords the convenience of contacting a patient via a telephone
anytime using its ‘Click-To-Call’ feature. When the doctor or a member of the care team,
upon receipt of a notification or an alert or otherwise, feels the need to contact a patient,
they can log in to the back-end Patient Management System and request a patient to call
them. The request appears on the TV screen or the PC or the mobile phone with a call back
number. When the message is seen on the TV screen, the patient can press the green button
on the Clovis remote control. The patient’s phone rings and when the patient answers the
call, he or she gets connected to the caregiver. Should the caregiver feel the need to see the
patient, he or she can request the patient to select “Conference” tab on the menu and
provide him or her with the PIN number that appears on the patient’s TV screen. When the
caregiver inputs the PIN number in the space or box provided under the ‘Patient
Conference’ tab in the back-end Clovis Patient Management System, he or she gets
connected with the patient for video conferencing via the camera located and wirelessly
connected to the Router. The caregiver can view and talk with the patient on the video
screen that appears in the back-end Patient Management System.
▪ Patient Reward: Modifying patient behavior is challenging but maintaining the patients’
motivation and keeping them engaged over time may be even more difficult. Gamification is
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a term used to reward someone for performing a chore. Clovis has Gamification technology
built into the architecture and enables any healthcare organization to create a myriad of rewards
to offer to their patients for adherence to their prescribed treatment plan. Each population can
be divided into subgroups that are driven by different rewards, whether it is monetary,
entertainment, gifts, and the like. Gamification is pinnacle to keeping patients engaged and
having a successful population health management program.
▪ “Connected” Diagnostic Devices: Clovis approved diagnostic devices have kept pace with
scientific and technological advancement. All the diagnostic devices are incorporated with
ability to connect out of the box to the Router and transfer biometric data collected.
▪ Patient Health Management System: The Clovis Patient Health Management System is the
backbone of the Routers’ platform. It offers healthcare providers the ability to develop
personalized programs that aid the patient in monitoring their health and forming positive
health habits. Each program is comprised of intervention strategies that improve patient
adherence and increase the clinical benefits of doctor prescribed therapies.
Additionally, Clovis Patient Health Management System generates all the reports and
analytics that are required by the healthcare professionals. It allows the healthcare
professional to customize reports and schedule them to be printed or faxed.
The system provides instantaneous vital sign feedback, health coaching with virtual visits,
and patient rewards, all of which encourage the patient to remain engaged in the
management of their health.
The system also allows access to patients whereby, patients can update his or her contact
information, review reports, search for notes and add notes. Most importantly, patients can
review their logbook settings and make changes to their daily schedule. Further, patients
can customize how they would like to view reports by selecting the time frame to view
reports (such as last 30 days, or last 14 days), They can also select multiple reports to add
to their “On-Demand Reports”.
The Clovis Patient Health Management System makes it easier for the patient and their health care
team to stay up to date on the patient’s current status with the software ability to create a five star
rating for the patient and the doctor. The star rating capability embraces Medicare current structure
used today that determines how much a doctor is reimbursed based on their star rating.
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Competition
As with any industry, there is competition in the telemedicine arena. According to mHealth
Intelligence, “Telemedicine technology first began as a form of healthcare delivery in the late
1960s due to the needs of the National Aeronautics and Space Administration (NASA) and the
Nebraska Psychology Institute, according to a paper written by researchers from Saint Louis
University and Bentley University and published in the International Journal of Environmental
Research and Public Health. Throughout the last fifty years, there have been multiple barriers
standing in the way of widespread adoption of telemedicine technology and remote monitoring
tools. Financial, regulatory, and technological challenges made it more difficult to advance
telehealth adoption, but current healthcare reforms may bring about a change in this arena. The
lack of broadband infrastructure has proven challenging for the advancement of many forms of
telemedicine, specifically high demand video and store-and-forward services, which require
expansive health networks,” the research paper stated.”
With the proliferation and improvement of broadband networks across the United States,
telemedicine can now be utilized to its maximum potential. Additionally, electronic medical
records and other health technology systems have advanced to the point where telemedicine can
communicate effectively to the care giver. The Clovis platform has been under development for
several years, waiting for this moment, and stands tall above the competition in the following
ways:
▪ Television overlay technology – competitor systems require use of phone applications, tablet
applications, and/or television applications.
▪ Full suite of products – Clovis is designed as an all-in-one system whereby the care giver can
order a full suite of products that already connect and interact with the platform and thus with
the care giver.
▪ Future proof – the Clovis system is designed to accept most, if not all, other technology patient
diagnostic devices which may be required by the care giver.
▪ Clinical and non-clinical – The system is designed to provide the clinician and patient with
non-clinical information as well. The system can accept other IoT devices such as motion
sensors and electronic light switches in order to establish patterns which may assist in
establishing patterns important in the patients’ life.
▪ Price Point – The system is very well positioned price wise due to the number of years the
founders of the Company have in the industry as well as their long-established relationships
with manufacturers in Asia.
▪ Flexible Open Source – the platform is designed in a way to allow other devices to connect
into the system easily.
The primary competitors and their telemedicine systems are:
▪ Phillips – IntelliVue
▪ Honeywell – Lifestream
▪ McKesson – Homecare
▪ Vivify – Pathways +Home
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There are several other companies in the market, but only the Clovis platform gives the competitive
advantages described above.
Target Markets
Clovis anticipates on attacking the United States and International markets in three primary
channels:
▪ Payor Patient Management Groups – these represent organizations responsible for managing
chronic care patients on a capitation basis (a set amount on each patient for a period of time).
These organizations need ways to cost effectively and efficiently care for the patient in order
to maintain profitability.
▪ Direct to Doctor – Clovis is contracting with organizations on a wholesale basis to sell the
platform directly to physicians whereby the physicians utilize existing fee for service billing
codes for remote patient care.
International – Clovis is entering the international market initially via provision of costeffective Diabetes Disease management. Most international health systems and institutions
are not prepared for the entire Clovis platform but are in need of improved Diabetes
management. Therefore, the Company will assist international customer/partners in setting up
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the server in their country. The sim card built into the Router will accommodate the majority
of the world’s cellular transmission sites.
Clovis has hit the ground running both domestically and internationally. In the United States, the
Company has entered into agreements with:
Early Adopter Care Givers for System Validation and Market Entry
o Georgia Physician Group
o Test-n-Share
o Heath Observation Platform (HOP)
o Remote Smart Health
o Pinnacle RX
o Anderson Health
Corporate Structure
Clovis RPM Inc is Incorporated and registered in the state of Florida.
The Offering
Clovis is seeking an equity investment of $3,000,000 to be used for inventory and operating
capital. The funds will be used as follows:
▪ Purchase of initial inventory required until cash flow can self-fund inventory purchases.
▪ Increase staffing in the sales, operations and management areas.
▪ General and administrative expenditures to operate the company.
Summary of the Offering
The following material is intended to summarize information contained elsewhere in this Limited
Offering Memorandum (the “Memorandum”). This summary is qualified in its entirety by express
reference to this Memorandum and the materials referred to and contained herein. Each prospective
subscriber should carefully review the entire Memorandum and all materials referred to herein and
conduct his or her own due diligence before subscribing for Stock.
Business Plan
Portions of the Business Plan, included as a separate document, were prepared by the Company
using assumptions, including several forward-looking statements. Each prospective investor
should carefully review the Business Plan in association with this Memorandum before
purchasing Stock. Management makes no representations as to the accuracy or achievability of
the underlying assumptions and projected results contained herein.
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THE OFFERING
The Company is offering a minimum of 5,000 and a maximum of 3,000,000 shares at a price of
$1.00 per Share, $.001 par value per Stock. Each purchaser must execute a Subscription
Agreement making certain representations and warranties to the Company, including such
purchaser’s qualifications as an Accredited Investor as defined by the Securities and Exchange
Commission in Rule 501(a) of Regulation D promulgated, or one of 35 Non-Accredited
Investors that may be allowed to purchase Stock in this offering. See “REQUIREMENTS FOR
PURCHASERS” section.
See “RISK FACTORS” section in this Memorandum for certain factors that could adversely affect
an investment in the Shares. Those factors include but are not limited to unanticipated obstacles
to execution of the Business Plan, general economic factors.
USE OF PROCEEDS
Proceeds from the sale of Shares will be used to buy the inventory from Anderson Health and a
deposit towards the purchase of the platform. See “USE OF PROCEEDS” section. The balance
will be used to purchase the initial Clovis Router inventory and to go towards the business
overhead.
MINIMUM OFFERING PROCEEDS – ESCROW OF SUBSCRIPTION PROCEEDS
The Company has set a minimum offering proceeds figure of $5,000(the “minimum offering
proceeds”) for this Offering.
REGISTRAR
The Company will serve as its own registrar and transfer agent with respect to its Stock
Certificates.
SUBSCRIPTION PERIOD
The Offering will terminate on the earliest of: the date the Company, in its discretion, elects to
terminate, or the date upon which all Stock have been sold, or November 20th, 2024, or such
date as may be extended from time to time by the Company, but not later than 180 days
thereafter (the “Offering Period”.)
REQUIRTEMENTS FOR PURCHASERS
Prospective purchasers of the Stock offered by this Memorandum should give careful
consideration to certain risk factors described under “RISK AND OTHER IMPORTANT
FACTORS” section and especially to the speculative nature of this investment and the limitations
described under that caption with respect to the lack of a readily available market for the Stock
and the resulting long-term nature of any investment in the Company. This Offering is available
only to suitable Accredited Investors, or one of 35 Non-Accredited Investors that may be
allowed to purchase Stock, having adequate means to assume such risks and of otherwise
providing for their current needs and contingencies should consider purchasing Stock.
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GENERAL SUITABILITY STANDARDS
The Stock will not be sold to any person unless such prospective purchaser or his or her duly
authorized representative shall have represented in writing to the Company in a Subscription
Agreement that:
• The prospective purchaser has adequate means of providing for his or her current needs
and personal contingencies and has no need for liquidity in the investment of the Shares;
• The prospective purchaser’s overall commitment to investments which are not readily
marketable is not disproportionate to his, her, or its net worth and the investment in the
Shares will not cause such overall commitment to become excessive; and
• The prospective purchaser is an “Accredited Investor” (as defined below) suitable for
purchase in the Stock.
Each person acquiring Stock will be required to represent that he, she, or it is purchasing the Shares
of stock for his, her, or its own account for investment purposes and not with a view to resale or
distribution. See “SUBSCRIPTION FOR STOCK” section.
ACCREDITED INVESTORS
The Company will conduct the Offering in such a manner that Stock may be sold only to
“Accredited Investors” as that term is defined in Rule 501(a) of Regulation D promulgated under
the Securities Act of 1933 (the “Securities Act”), or to a maximum of 35 Non-Accredited
Investors that may be allowed to purchase stock in this offering. In summary, a prospective
investor will qualify as an “Accredited Investor” if he, she, or it meets any one of the following
criteria:
(1) Any natural person whose individual net worth, or joint net worth with that person’s
spouse, at the time of his purchase, exceeds $1,000,000;
(2) Any natural person who had an individual income in excess of $200,000 in each of the two
most recent years or joint income with that person’s spouse in excess of $300,000 in each
of those years and who has a reasonable expectation of reaching the same income level in
the current year;
(3) Any bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or
other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in
its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15
of the Securities and Exchange Act of 1934 (the “Exchange Act”); any insurance company
as defined in Section 2(13) of the Exchange Act; any investment company registered under
the Investment Company Act of 1940 or a business development company as defined in
Section 2(a)(48) of that Act; any Small Business Investment Company (SBIC) licensed by
the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958; any plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its political subdivisions, for
the benefit of its employees, if such plan has total assets in excess of $500,000,000; any
employee benefit plan within the meaning of the Employee Retirement Income Security
Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section
3(21) of such Act, which is either a bank, savings and loan association, insurance company,
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or registered investment advisor, or if the employee benefit plan has total assets in excess
of $5,000,000 or, if a self directed plan, with investment decisions made solely by persons
who are Accredited Investors;
(4) Any private business development company as defined in Section 202(a)(22) of the
Investment Advisors Act of 1940;
(5) Any organization described in Section 501(c)(3)(d) of the Internal Revenue Code,
corporation, business trust, or partnership, not formed for the specific purpose of acquiring
the securities offered, with total assets in excess of $5,000,000;
(6) Any director or executive officer, or general partner of the issuer of the securities being
sold, or any director, executive officer, or general partner of a general partner of that issuer;
(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of
acquiring the securities offered, whose purchase is directed by a sophisticated person as
described in Section 506(b)(2)(ii) of Regulation D adopted under the Act; and
(8) Any entity in which all the equity owners are Accredited Investors.
OTHER REQUIREMENTS
No subscription for the Stock will be accepted from any investor unless he is acquiring the Stock
for his own account (or accounts as to which he has sole investment discretion), for investment
and without any view to sale, distribution or disposition thereof. Each prospective purchaser of
Stock may be required to furnish such information as the Company may require determining
whether any person or entity purchasing Stock is an Accredited Investor, or select NonAccredited Investor who may purchase Stock.
Forward Looking Information
Some of the statements contained in this Memorandum, including information incorporated by
reference, discuss future expectations, or state other forward-looking information. Those
statements are subject to known and unknown risks, uncertainties and other factors, several of
which are beyond the Company’s control, which could cause the actual results to differ
materially from those contemplated by the statements. The forward-looking information is based
on various factors and was derived using numerous assumptions. In light of the risks,
assumptions, and uncertainties involved, there can be no assurance that the forward-looking
information contained in this Memorandum will in fact transpire or prove to be accurate.
Important factors that may cause the actual results to differ from those expressed within may
include, but are not limited to:
The success or failure of the Company’s efforts to successfully market its products and services
as scheduled;
The Company’s ability to attract, build, and maintain a customer base;
The Company’s ability to attract and retain national distribution contracts;
The effect of changing economic conditions;
The ability of the Company to obtain adequate debt financing if only a fraction of this Offering is
sold;
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These along with other risks, which are described under “RISK FACTORS”, may be described in
future communications to members. The Company makes no representation and undertakes no
obligation to update the forward-looking information to reflect actual results or changes in
assumptions or other factors that could affect those statements.
Investing in the Company’s Stock is very risky. You should be able to bear a complete loss of
your investment. You should carefully consider the following factors, including those listed in the
accompanying business plan.
Risk Factors
DEVELOPMENT STAGE BUSINESS
Clovis commenced operations in 2022 and is organized as a Incorporation under the laws of the
State of Florida. Accordingly, the Company has only a limited history upon which an evaluation
of its prospects and future performance can be made. The Company’s proposed operations are
subject to all business risks associated with new enterprises. The likelihood of the Company’s
success must be considered in light of the problems, expenses, difficulties, complications, and
delays frequently encountered in connection with the expansion of a business, operation in a
competitive industry, and the continued development of advertising, promotions and a
corresponding customer base. There is a possibility that the Company could sustain losses in the
future. There can be no assurances that Clovis will even operate profitably.
INADEQUACY OF FUNDS
Gross offering proceeds of a minimum of $5,000 and a maximum of $3,000,000 may be realized.
Management believes that such proceeds will capitalize and sustain Clovis sufficiently to allow
for the implementation of the Company’s Business Plans. If only a fraction of this Offering is
sold, or if certain assumptions contained in Management’s business plans prove to be incorrect,
the Company may have inadequate funds to fully develop its business and may need debt
financing or other capital investment to fully implement the Company’s business plans.
DEPENDENCE ON MANAGEMENT
The company’s success is not dependent upon any particular person or level of management.
The Company structure feeds itself by design.
RISKS ASSOCIATED WITH EXPANSION
The Company plans on expanding its business through the introduction of a sophisticated marketing
campaign. Any expansion of operations the Company may undertake will entail risks. Such actions
may involve specific operational activities, which may negatively impact the profitability of the
Company. Consequently, members must assume the risk that (i) such expansion may ultimately
involve expenditures of funds beyond the resources available to the Company at that time, and (ii)
management of such expanded operations may divert Management’s attention and resources away
from its existing operations.
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COMPETITION
Competition for Clovis Health and its products primarily come from three companies,
Honeywell. Philips and ForaCare. Honeywell and Philips have well designed remote monitoring
equipment that is extremely expensive and difficult to justify a tangible ROI. ForaCare is the
closest competitor of Clovis Health has similar characteristics and profile. ForaCare has a
complete system, but lacks industry knowledge, relationships and a user-friendly software
interface. Clovis has several nationally recognized partners and continues to integrate with
network providers, including Blue Cross/ BIue Shield and Humana.
TREND IN CONSUMER PREFERENCES AND SPENDING
The Company’s operating results may fluctuate significantly from period to period as a result of
a variety of factors, including purchasing patterns of customers, competitive pricing, debt service
and principal reduction payments, and general economic conditions. There is no assurance that
the Company will be successful in marketing any of its products, or that the revenues from the
sale of such products will be significant. Consequently, the Company’s revenues may vary by
quarter, and the Company’s operating results may experience fluctuations.
RISKS OF BORROWING
If the Company incurs indebtedness, a portion of its cash flow will have to be dedicated to the
payment of principal and interest on such indebtedness. Typical loan agreements also might
contain restrictive covenants, which may impair the Company’s operating flexibility. Such loan
agreements would also provide for default under certain circumstances, such as failure to meet
certain financial covenants. A default under a loan agreement could result in the loan becoming
immediately due and payable and, if unpaid, a judgment in favor of such lender which would be
senior to the rights of shareholders of the Company. A judgment creditor would have the right to
foreclose on any of the Company’s assets resulting in a material adverse effect on the
Company’s business, operating results or financial condition.
UNANTICIPATED OBSTACLES TO EXECUTION OF THE BUSINESS PLAN
The Company’s business plans may change significantly. Many of the Company’s potential business
endeavors are capital intensive and may be subject to statutory or regulatory requirements.
Management believes that the Company’s chosen activities and strategies are achievable in light of
current economic and legal conditions with the skills, background, and knowledge of the Company’s
principals and advisors. Management reserves the right to make significant modifications to the
Company’s stated strategies depending on future events.
MANAGEMENT DISCRETION AS TO USE OF PROCEEDS
The net proceeds from this Offering will be used for the purposes described under “Use of
Proceeds.” The Company reserves the right to use the funds obtained from this Offering for
other similar purposes not presently contemplated which it deems to be in the best interests of the
Company and its members in order to address changed circumstances. As a result of the
foregoing, the success of the Company will be substantially dependent upon the discretion and
judgment of Management with respect to application and allocation of the net proceeds of this
Offering. Investors for the Stock offered hereby will be entrusting their funds to the Company’s
Management, upon whose judgment and discretion the investors must depend.
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CONTROL BY MANAGEMENT
Upon completion of this Offering, the Company’s founders will own the majority of the stock
and will be able to control Clovis.
RETURN OF PROFITS
The Company intends to retain any initial future earnings to fund operations and expand the
Company’s business. A member will be entitled to receive revenue profits proportionate to the
amount of Stock held by that shareholder. The Company’s board of directors will determine a
profit distribution plan based upon the Company’s results of operations, financial condition,
capital requirements, and other circumstances. See “DESCRIPTION OF SECURITIES” section.
NO ASSURANCES
In certain cases, the Company may rely on trade secrets to protect intellectual property,
proprietary technology and processes, which the Company has acquired, developed or may
develop in the future. There can be no assurances that secrecy obligations will be honored or
that others will not independently develop similar or superior products or technology. The
protection of intellectual property and/or proprietary technology through claims of trade secret
status has been the subject of increasing claims and litigation by various companies both in order
to protect proprietary rights as well as for competitive reasons even where proprietary claims are
unsubstantiated.
The prosecution of proprietary claims or the defense of such claims is costly and uncertain given
the uncertainty and rapid development of the principles of law pertaining to this area. The
Company, in common with other firms, may also be subject to claims by other parties with
regard to the use of intellectual property, technology information and data, which may be
deemed proprietary to others.
DILLUTION
Purchasers of Stock will experience immediate and substantial dilution of $0.75 in net tangible
book value per Stock, or approximately 75% of the assumed offering price of $1.00 per Stock
(assuming maximum offering proceeds are achieved). Additional Stock issued by the Company
in the future will also dilute a purchaser’s investment in the Stock.
LIMITED TRANSFERABILITY AND LIQUIDITY
To satisfy the requirements of certain exemptions from registration under the Securities Act, and
to conform with applicable state securities laws, each investor must acquire his Stock for
investment purposes only and not with a view towards distribution. Consequently, certain
conditions of the Securities Act may need to be satisfied prior to any sale, transfer, or other
disposition of the Stock. Some of these conditions may include a minimum holding period,
availability of certain reports, including financial statements from Clovis, limitations on the
percentage of Stock sold and the manner in which they are sold. Clovis can prohibit any sale,
transfer or disposition unless it receives an opinion of counsel provided at the holder’s expense,
in a form satisfactory to Clovis stating that the proposed sale, transfer or other disposition will
not result in a violation of applicable federal or state securities laws and regulations. No public
market exists for the Stock and no market is expected to develop. Consequently, owners of the
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Stock may have to hold their investment indefinitely and may not be able to liquidate their
investments in Clovis or pledge them as collateral for a loan in the event of an emergency.
BROKER – DEALER SALES OF STOCK
The Company’s Stock are not presently included for trading on any exchange, and there can be
no assurances that the Company will ultimately be registered on any exchange due to the fact
that it is a corporation. The NASDAQ Stock Market, Inc. has recently enacted certain changes
to the entry and maintenance criteria for listing eligibility on the NASDAQ Small Cap Market.
The entry standards require at least $4 million in net tangible assets or $750,000 net income in
two of the last three years. The proposed entry standards would also require a public float of at
least $1 million shares, $5 million value of public float, a minimum bid price of $2.00 per share,
at least three market makers, and at least 300 shareholders. The maintenance standards (as
opposed to entry standards) require at least $2 million in net tangible assets or $500,000 in net
income in two of the last three years, a public float of at least 500,000 shares, a $1 million
market value of public float, a minimum bid price of $1.00 per share, at least two market makers,
and at least 300 shareholders.
The Company’s Stock are covered by a Securities and Exchange Commission rule that opposes
additional sales practice requirements on broker-dealers who sell such securities to persons other than
established customers and accredited investors. For transactions covered by the rule, the brokerdealer must make a special suitability determination for the purchaser and receive the purchaser’s
written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of
brokerdealers to sell the Company’s securities and will also affect the ability of members to sell their
Stock in the secondary market.
LONG TERM NATURE OF INVESTMENT
An investment in the Stock may be long term and illiquid. As discussed above, the offer and sale
of the Stock will not be registered under the Securities Act or any foreign or state securities laws
by reason of exemptions from such registration, which depends in part on the investment intent
of the investors. Prospective investors will be required to represent in writing that they are
purchasing the Stock for their own account for long-term investment and not with a view
towards resale or distribution. Accordingly, purchasers of Stock must be willing and able to bear
the economic risk of their investment for an indefinite period of time. It is likely that investors
will not be able to liquidate their investment in the event of an emergency.
COMPLIANCE WITH SECURITIES LAWS
The Stock are being offered for sale in reliance upon certain exemptions from the registration
requirements of the Securities Act, applicable Nevada Securities Laws, and other applicable state
securities laws. If the sale of Stock were to fail to qualify for these exemptions, purchasers may
seek rescission of their purchases of Stock. If a number of purchasers were to obtain rescission,
Clovis would face significant financial demands, which could adversely affect Clovis as a whole,
as well as any non-rescinding purchasers.
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OFFERING PRICE
The price of the Stock offered has been arbitrarily established by Clovis considering such matters
as the state of the Company’s business development and the general condition of the industry in
which it operates. The Offering price bears little relationship to the assets, net worth, or any
other objective criteria of value applicable to Clovis.
LACK OF FIRM UNDERWRITER
The Stock are offered on a “best efforts” basis by the shareholders of Clovis without
compensation and on a “best efforts” basis through certain NASD registered broker-dealers,
which enter into Participating Broker-Dealer Agreements with the Company. Accordingly, there
is no assurance that the Company, or any NASD broker-dealer, will sell the maximum Stock
offered or any lesser amount.
PROJECTIONS: FORWARD LOOKING INFORMATION
Management has prepared projections regarding Clovis anticipated financial performance. The
Company’s projections are hypothetical and based upon a presumed financial performance of the
Company, the addition of a sophisticated and well-funded marketing plan, and other factors
influencing the business of Clovis. The projections are based on Management’s best estimate of
the probable results of operations of the Company, based on present circumstances, and have not
been reviewed by Clovis independent accountants. These projections are based on several
assumptions, set forth therein, which Management believes are reasonable. Some assumptions
upon which the projections are based, however, invariably will not materialize due the inevitable
occurrence of unanticipated events and circumstances beyond Management’s control. Therefore,
actual results of operations will vary from the projections, and such variances may be material.
Assumptions regarding future changes in sales and revenues are necessarily speculative in
nature. In addition, projections do not and cannot consider such factors as general economic
conditions, unforeseen regulatory changes, the entry into Clovis’ market of additional
competitors, the terms and conditions of future capitalization, and other risks inherent to the
Company’s business. While Management believes that the projections accurately reflect
possible future results of Clovis operations, those results cannot be guaranteed.
The financial success of the Company may be sensitive to adverse changes in general economic
conditions, such as recession, inflation, unemployment, and interest rates. Such changing
conditions could reduce demand in the marketplace for the Company’s products. Management
believes that the impending growth of the market, mainstream market acceptance and the
targeted product line of Clovis will insulate the Company from excessive reduced demand.
Nevertheless, Clovis has no control over these changes.
Use of proceeds
The Company seeks to raise minimum gross proceeds of $5,000 and maximum gross proceeds of
$3,000,000 from the sale of Stock in this Offering. The Company intends to apply these proceeds
substantially as set forth herein, subject only to reallocation by Management in the best interests
of the Company.
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VII. Management
Mack Bryson CEO Compensation at start up $60,000.
VIII. BOARD OF ADVISORS
The Company has established a Board of Advisors, which includes highly qualified business and
industry professionals. The Board of Advisors will advise the Management team in making
appropriate decisions and taking effective action. However, the Board of Advisors will not be
responsible for Management decisions and has no legal or fiduciary responsibility to the
Company. Currently there are four advisors. The compensation of the advisors will be given
$50,000 worth of stock at start up and a cash bonus will be paid annually of $50,000 per year
providing that the company is profitable and can support the cost.
1. Victor Trani CTO
2. Dev Watson CIO
3. Ronnie Freedman CMO
4. Robert Anderson Distributor
IX. DILUTION
The purchasers of the Stock offered by this Memorandum will experience an immediate and
substantial dilution of their investments. There are 3,000,000 authorized Stock of the Company
of which 1,861,000 Stock are currently issued and outstanding. The net tangible book value per
Stock of the Company’s ownership was approximately $0.001 on February 22, 2022. Net
tangible book value per Stock of ownership is equal to the Company’s total tangible assets less
its total liabilities, divided by the total number of outstanding Stock of ownership. Upon
completion of this Offering, the net tangible book value for the Stock, which are now
outstanding, will be increased with corresponding dilution for the Stock sold to investors.
The following reflects the dilution to be incurred by the investors. “Dilution” is determined by
subtracting the net tangible book value per Stock after the Offering from the Offering price.
X. Forecast Sales
See Attachment A for detail information.
XI. Litigation
The Company is not presently a party to any material litigation, nor to the knowledge of Management
is any litigation threatened against the Company, which may materially affect the business of the
Company or its assets.
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XII Description of Stock
The Company is offering a minimum of 50,000 and Maximum of 3,000,000 Stock at a price of
$1.00 per Share. Upon completion of the Offering no Stock will be outstanding.
The Stock of ownership are equal in all respects, and upon completion of the offering, the Stock
will compromise the only representation of ownership that the company will have issued and
outstanding to date, upon close of the offering.
Each member is entitled to one vote for each share held on each matter submitted to a vote of the
shareholders.
Stock are not redeemable and do not have conversion rights. The Stock currently outstanding
are, and the Stock to be issued upon completion of this Offering will be, fully paid and nonassessable.
In the event of the dissolution, liquidation or winding up of the Company, the assets then legally
available for distribution to the members will be distributed ratably among such members in
proportion to their Stock.
Members are only entitled to profit distributions proportionate to their Stock of ownership when
and if declared by the shareholder out of funds legally available, therefore. The Company to date
has not given any such profit distributions. Future profit distribution policies are subject to the
discretion of the shareholders and will depend upon a number of factors, including among other
things, the capital requirements and the financial condition of the Company.
XIII Transfer Agent and Registrar
The Company will act as its own transfer agent and registrar for its Stock of ownership.
XIV Plan of Placement
The Stock are offered directly by the Management of the Company on the terms and conditions
set forth in this Memorandum. NASD brokers and dealers may also offer Stock. The Company
is offering the Stock on a “best efforts” basis. The Company will use its best efforts to sell the
Stock to investors. There can be no assurance that all or any of the Stock offered, will be sold.
How to Subscribe for Stock
A purchaser of Stock must complete, date, execute, and deliver to the Company the following
documents, as applicable. All of which are included as part of the Investor Subscription Package:
• An Investor Suitability Questionnaire.
• An original signed copy of the appropriate Subscription Agreement.
• A check or wire to Clovis in the amount of $1:00 per Stock for each Stock purchased as called for in the
Subscription Agreement.
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