Background

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.
Patients can view their diagnostic Data on their 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.

System Details: The Clovis Router and content was developed by a team of engineers financed by
Home Monitoring Equipment Inc. 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.

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
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.

 

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:

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

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 – 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
the server in their country. The sim card built into the Router will accommodate the majority
of the world’s cellular transmission sites.

In the United States, the Company has entered into agreements with Early Adopter Care Givers;
Georgia Physician Group
Test-n-Share
Heath Observation Platform (HOP)
Remote Smart Health
Pinnacle RX
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.

 

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 of 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”.)

Requirements 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.

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,
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.

 

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;

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.

 

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.

 

Risk 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 

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.

 

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.

 

Returns 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.

 

Dilution 

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

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.