Filed pursuant to Rule 253(g)(2)

OFFERING CIRCULAR DATED March 5, 2021 

Nouslogic Healthcare, Inc.

Nouslogic Healthcare, Inc. is offering to sell 135,000 Common Stock Shares at an aggregate selling price of $40.74 Per Share offered on a best efforts basis with a minimum funding amount of $700,000.

March 5, 2021 

5150 Crenshaw Road #A150

Pasadena, Texas 77505

269-369-1788

https://www.nouslogichc.com/about

Up to 135,000 shares of Common Stock at $40.74 per share sold by a selling shareholder

*US Capital Global Securities (“the Placement Agent”) shall be issued 3.5% of common stock in the form of warrants on a pro-rate basis as well as 7% in success fees

This Offering will terminate at the earlier of: (a) the date upon which the escrow agent confirms that it has received in escrow account gross proceeds of $5,500,000 in deposited funds; (b) March 5, 2022; or (c) the date upon which a determination is made by the company and the Placement Agent to terminate the Offering. This Offering is being conducted on a best-efforts basis with a minimum target of $700,000. The Company’s escrow agent will hold funds that are tendered by investors, and will re-disburse funds to investors if the minimum is not met.   

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO www.investor.gov.

This offering is inherently risky. See “Risk Factors” on page 3-7.

Sales of these securities will commence on or about March 5, 2021 .

THIS DOCUMENT SHOULD BE READ IN CONJUNTION WITH THE FORM 1A, AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION  . THE FORM 1A CAN BE OBTAINED AT https://sec.report/Form/1-A.

The company is following the “Offering Circular” format of disclosure under Regulation A.

Table of Contents

Risk Factors

Investing in shares of Nouslogic Healthcare, Inc. (the “Company”) 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. See Risk Factors Section to more details.

Development Stage Business

The Company commenced operations in April 2015 and is organized as an ‘C’ Corporation under the laws of the State of Delaware. 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 Nouslogic Healthcare, Inc. will even operate profitably.

Inadequacy of Funds

Gross offering proceeds from the offering (the “Offering”) of a minimum of $2,500,000 and a maximum of $ $5,500,000 may be realized. Management believes that such proceeds will capitalize and sustain the Company 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

In the early stages of development the Company’s business will be significantly dependent on the Company’s management team. The Company’s success will be particularly dependent upon: Hoang H Nhu, and Vu Doan Theriot, MD. The loss of any one of these individuals could have a material adverse effect on the Company. See “MANAGEMENT” section.

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, shareholders 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, all of which factors may have a material adverse effect on the Company’s present and prospective business activities.

Customer Base and Market Acceptance

While the Company believes it can develop a customer base through marketing to hospitals and the food preparation industry, the inability of the Company to develop such a customer base could have a material adverse effect on the Company. Although the Company believes that its products are unique over competitive products, no assurance can be given that the Company’s products will attain a degree of market acceptance on a sustained basis or that it will generate revenues sufficient for sustained profitable operations.

Competition

While there are other companies with hand hygiene tracking systems, Management believes that the Company’s system based on the latest Bluetooth Low Energy Technology is much more cost effective, and does not require installation modification. However, there is the possibility that new competitors can in the future produce competing products. Likewise, these new competitors could be better capitalized than the Company which could give them a significant advantage. There is the possibility that the competitors could capture significant market share of the Company’s intended market.

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

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 shareholders in order to address changed circumstances or opportunities. 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 Shares offered hereby will be entrusting their funds to the Company’s Management, upon whose judgment and discretion the investors must depend.

Control By Management

As of August 1st, 2016 the Company’s Directors and Executive Officers owned approximately 94.15% of the Company’s outstanding Shares. Upon completion of this Offering, the Company’s Directors and Executive Officers will own approximately 84.2% of then issued and outstanding Shares, and will be able to continue to control Nouslogic Healthcare, Inc. Investor shareholders will own a minority percentage of the Company and will have minority voting rights. Investors will not have the ability to control either a vote of the Company’s Directors and Executive Officers. See “MANAGEMENT” section.

Return of Profits

The Company intends to retain any initial future earnings to fund operations and expand the Company’s business. The Company, therefore, does not anticipate declaring any dividends in the foreseeable future. A shareholder will be entitled to receive revenue profits proportionate to the amount of Shares held by that shareholder if and when the Company’s Management determines 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 of Protection for Proprietary Rights; Reliance on Trade Secrets

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.

Limited Transferability and Liquidity

To satisfy the requirements of certain exemptions from registration under the Act, and to conform with applicable state securities laws, each investor must acquire his Shares for investment purposes only and not with a view towards distribution. Consequently, certain conditions of the Act may need to be satisfied prior to any sale, transfer, or other disposition of the Shares. Some of these conditions may include a minimum holding period, availability of certain reports, including financial statements from the Company’s limitations on the percentage of Shares sold and the manner in which they are sold. The Company 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 the Company, 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 Shares and no market is expected to develop. Consequently, owners of the Shares may have to hold their investment indefinitely and may not be able to liquidate their investments in the Company or pledge them as collateral for a loan in the event of an emergency.

Broker - Dealer Sales of Shares

The Company’s Common Stock Shares 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. The NASDAQ Stock Market, Inc. has recently enacted certain changes to the entry and maintenance criteria for listing eligibility on the NASDAQ SmallCap 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.

No assurance can be given that the Common Stock Share of the Company will ever qualify for inclusion on the NASDAQ System or any other trading market until such time as the Management deem it necessary. As a result, the Company’s Common Stock Shares 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 broker-dealer 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 broker-dealers to sell the Company’s securities and will also affect the ability of shareholders to sell their Shares in the secondary market.

Long Term Nature of Investment

An investment in the Company may be long term and illiquid. As discussed above, the offer and sale of the Shares will not be registered under the 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 Shares for their own account for long-term investment and not with a view towards resale or distribution. Accordingly, purchasers of Shares 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.

No Current Market For Shares

There is no current market for the Shares offered in this private Offering and no market is expected to develop in the near future.

Compliance with Securities Laws

The Shares are being offered for sale in reliance upon certain exemptions from the registration requirements of the Securities Act, applicable Texas Securities Laws, and other applicable state securities laws. If the sale of Shares were to fail to qualify for these exemptions, purchasers may seek rescission of their purchases of Shares. If a number of purchasers were to obtain rescission, the Company would face significant financial demands, which could adversely affect the Company as a whole, as well as any non-rescinding purchasers.

Offering Price

The price of the Shares offered has been arbitrarily established by the Company, 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 the Company.

Management

At the present time, two individuals are actively involved in the management of the Company. The Directors and Executive Officers are:

Hoang H Nhu – CEO & Founder

Thirty years of hands-on experience in state-of-the-art product innovation and development of digital signal processing algorithms, SoC System-on-Chip architecture/design, wireless, mobile HW/SW application platform, and emerging technologies. Continuous proven track record in taking innovative products from ideas to development, mass production and market commercialization. Result-driven leadership and proven ability to work with a small team as well as manage team of 100s. Strong hands-on technical background with 11 issued patents and 6 pending patents.

Experience

Technologist, System Architect, SoC ASIC Chip Lead, Inventor, Entrepreneur

HP, Broadcom, DeviceLab, KoolTechs Inc

CEO and Founder

KoolTechs Inc

2013 – Present

NousLogic Inc.

2014 – Present

NousLogic Healthcare

2014 - Present

DeviceLab Inc.

2013 – 2014

SoC ASIC Chip Lead

Broadcom

2000 – 2013 (13 years)

SoC ASIC Chip lead

Hewlett Packard (Home Imaging Division)

January 1994 – September 2000 (6 years 9 months)

System Engineer

Applied Signal Technology

January 1992 – January 1994 (2 years 1 month)

R&D Engineer

Hewlett Packard , Instruments division

1984 – 1992 (8 years)

Vu Doan Theriot, MD

President & Cofounder

KoolTechs Inc.

2013 – Present

NousLogic Inc.

2014 – Present

NousLogic Healthcare Inc.

2014 - Present

President

Vu Doan Theriot, MD, PA

1989 – Present (25 years)

Family Physician

Management Compensation

There is no accrued compensation that is due any member of Management. Each Manager will be entitled to reimbursement of expenses incurred while conducting Company business. Each Manager may also be a shareholder in the Company and as such will share in the profits of the Company when and if revenues are disbursed. Management reserves the right to reasonably increase their salaries assuming the business is performing profitably and Company revenues are growing on schedule. Any augmentation of these salaries will be subject to the profitability of the Business and the effect on the Business cash flows. Management currently has no compensation and will not receive any salary until the company realizes net profit.

Current Shareholders

The following table contains certain information as of January 27, 2021 as to the number of Shares beneficially owned by (i) each person known by the Company to own beneficially more than 5% of the Company’s Shares, (ii) each person who is a Managing Officer of the Company, (iii) all persons as a group who are Directors and/or Officers of the Company, and as to the percentage of the outstanding Shares held by them on such dates and as adjusted to give effect to this Offering.

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.

TRANSACTION SUMMARY

COMPANY OVERVIEW

Nouslogic Healthcare, Inc., (‘Nouslogic’, or the ‘Company’), is a Real Time Locating Solutions (‘RTLS’) provider of innovative infection control, compliance, and monitoring technology for the healthcare, food service, and hospitality markets. Nouslogic’s patented Blue Tooth Low Energy (‘BLE’) mesh network creates a Healthcare Event Management System (‘HEMS’) and Remote Patient Monitoring (RPM) System to monitor and enforce compliance for critical hospital events such as infection control protocols (hand washing) and home-based vitals monitoring. In late 2020 the Company began to recognize revenue from the first of its 3 sales verticals, the sale and monthly utilization of their RPM (Remote Patient Monitoring) device. Initial trial sales of the system around the greater Houston area have resulted in significant current and future revenue for the company. The pace of use of the equipment, which requires a monthly access fee, far outpaced the projections carried within these financial documents. Expenses are in line with forecasted expectations and Management believes and the resulting margin, EBITDA, and other leading indicators of success may potentially be better than the forecasts contained herein.

FINANCIAL SYNOPSIS

**Source: Nouslogic Financial Model 10.08.2020.xls

Nouslogic Revenue is broken in three separate parts; Installation, Database, and Service. On average, Installation provides the bulk of the Revenue at ~60%, while Database and Service provide ~37% and 3% respectively. After the initial Product & Sales ramp, Revenue growth is estimated at ~88% per year. This growth is expected to be primarily due to RPM Installation & Database Revenue. This Gross Margin Percentage of Nouslogic is estimated at ~51%, while the Net Profit Margin is forecasted at ~39%. The highest Operating Expense is Payroll, which is expected to decrease as a percent of Revenue due to operational efficiency. The total Effective Tax Rate is estimated to be ~21% per year.

SOURCES & USES

Transaction Summary:

Nouslogic is seeking $5,500,000 through private equity from individual or institutional investors by offering 135,000 shares of Common Stock at $40.74 per share. The Company will achieve a post money valuation of ~$39.5 million with new investment having ~13.5% ownership. Use of proceeds will be for commercial launch of the product to include key staffing, leasing of office space, sales & marketing efforts, legislative initiatives, and continued R&D of next generation products.

Uses:

1. Personnel – includes payroll for 12 months

2. Manufacturing – includes COGS for 12 months

3. Marketing – Includes fixed marketing for 2 years

NOUSLOGIC HEALTHCARE

Nouslogic Healthcare, Inc. is the brainchild of Hoang Nhu. As an R&D executive in the early 2000s at Broadcom, a leading wireless semiconductor company, Mr. Nhu was always looking to the future. In 2005, he formed a small team of advisors to help him target low cost wireless technologies for emerging markets. Though they did not know it yet, this small team of advisors became the backbone of what would become Nouslogic Healthcare, Inc. Now, Nouslogic’s technology provides RTLS performance that can potentially result in better health and regulatory compliance, while increasing efficiency, leading to cost savings for the organization.

Nouslogic HEMS system targets forward looking institutions to help reduce infections, improve patient/customer/employee experience, eliminate CMS penalties, reduce liability, and save lives. HEMS has been demonstrated to dramatically improve hand washing compliance. Testing has demonstrated real world increases from 65% to over 90% compliance rates  with the addition of the HEMS system.¹ Additionally, the HEMS architecture can be used for everything from enhancing maintenance and locating equipment, to securing maternity wards.

Nouslogic’s RPM Monitoring System uses the same technology to provide physicians the ability to monitor a patient’s vital statistics and drug interactions at home. The ability to monitor a patient in real time is a vital component for the management of chronic disease and the prevention of emergent events such as stroke. Due to the dramatic cost savings this technology can offer CMS (Center for Medicare and Medicaid studies) has recently authorized strong  reimbursement for the use of this technology.² The 50M patients currently enrolled in Medicare make the largest single target market of any med tech launch in recent history.

Healthcare Event Management System - HEMS

Nouslogic has developed HEMS to system to provide real time monitoring and reporting of hand hygiene events through the propriety mesh network, wearer badges, and soap dispenser receivers. Information is provided in real time to a reporting dashboard that delivers instantaneous feedback to an organization’s leadership. Nouslogic will deploy a team to install the HEMS technology. Nouslogic will then monitor key activities through the system and the complimentary software that records the information. The system is plug and play and can be connected to any hand soap dispenser within the facility.

Multiple Applications

Nouslogic’s current baseline hospital mesh network technology serves as the backbone for expansion of products across various industries. The same technology that supports infection reduction in hospitals can be used for multiple other applications. In addition to the IRMS, users receive access to Nouslogic’s Service Enhancement System (‘SES’). The HEMS/SES allows instantaneous reporting of maintenance and equipment issues, generates reports for staff, and tracks completions. The hospital can choose to control this system entirely themselves, or to open it up for patient and visitor reporting. The expected end result is a more efficient hospital with higher patient safety and satisfaction. HEMS offers additional modules focused on patient throughput, maternity security, equipment locating, nursing and physician rounds, and patient interaction verification. Additional markets include industrial food preparation, restaurant, hospitality, and security.

¹ 65% compliance based on Bay Area Regional Hospital internal metrics. The rise to 90% compliance was taken directly from Nouslocic HEMS trial data reports.

² https://www.cms.gov/medicare/physician-fee-schedule/search/overview

Potential Benefits for Hospitals 

REMOTE PATIENT MONITORING - RPM

Designed to service physicians and their 50M Medicare patients, the RPM System allows physicians to monitor patient vials, weight, Pulse Ox, Blood Glucose and more from the convenience of the patient’s home. This window into a patient’s daily status is instrumental in managing chronic conditions and predicting / treating emergent events. As a result of this demonstrated capability, and fueled by COVID 19, CMS has authorized extensive reimbursement for the use of this technology.

Remote Patient Monitoring (‘RPM’)

Current Status

³ 65% compliance based on Bay Area Regional Hospital internal metrics.

⁴

Revenue Model

Nouslogic’s revenue streams are (1) hospital revenue, (2) food franchise revenue, (3) hotel revenue, (4) independent dining revenue, and (5) other (grocery stores, etc.). For each of these revenue streams, the Company generates revenue in three ways: (1) installation revenue, (2) DB revenue, and (3) service revenue.

Sales Projections

Nouslogic Revenue is broken in three separate parts; Installation, Database, and Service. On average, Installation provides the bulk of the Revenue at ~60%, while Database and Service provide ~37% and 3% respectively. Typically, Data and Service start the month following Installation. The Revenue can be broken down into three main sections; Hospital & Hotel, Food & Dining, and RPM / Other. The Hospital and Hotel Installation Revenues are based upon the amount of beds, while the amount of Database Revenue is based upon the amount of rooms, and the Service Revenue is based upon a monthly fee. The projected growth for these is 4% per year. The Food & Dining Revenue is based upon the number of Employees. The Installation fee is $2,500 per 14 Employees, while the Database fee is 30% and the Service is 20%. The RPM Revenue is based upon the amount of accounts and a flat fee per account. This Gross Margin Percentage of Nouslogic is estimated at ~51%, while the Net Profit Margin is estimated at ~39%. The highest Operating Expense is Payroll, which is expected to decrease as a percent of Revenue due to operational efficiency.

Assumptions Worksheet :

Assumptions Worksheet :

Exit Strategy

Nouslogic has identified a Merger & Acquisition (“M&A”) strategy as the preferred exit plan. The Company anticipates a potential M&A opportunity with one of their sales partners. In addition to an M&A, Nouslogic has identified technology liquidation as a possible strategy in the event of a negative contingency.

MARKET & COMPETITION

Target Market

Nouslogic is targeting the USD $1 billion hospital market, USD $10B Physician practice market and the USD $4 billion food and hospitality market. In 2015 the Center for Medicare & Medicaid Studies (‘CMS’) initiated the Hospital Acquired Condition Reduction Program (‘HACRP’). The program aimed to reduce hospital acquired infections by holding poor performing organizations fiscally accountable and penalizing the lowest quartile of hospitals with a 1% reduction in their Medicare reimbursement. These penalties can amount to millions of dollars per year for a small to mid-sized hospital, and the reduction in funding makes implementation of compliance programs fiscally challenging as less money is available to allocate to such programs. With over 6,210 hospitals in the United State with an average of 36,510,207 being admitted in 2019 alone, there has been a high demand for cleaner medical facilities across the nation. This demand has increased exponentially in 2020, due to the Covid-19 pandemic. With regulators making compliance even more difficult hospitals have become a continually watchful eye that could lead to even greater fees and penalties. Additionally, it should reduce the number of deaths related to in-hospital acquired infections.

In late 2019 CMS authorized 4 CPT codes to provide monthly payments to physicians for using Remote Patient Monitoring in support of Medicare patients. The COVID pandemic and subsequent lock down only further incentivized this use and reimbursement. The growth potential in this segment is unparalleled as demonstrated by Nouslogic’s Beta test which captured 29 accounts in 4 months and which can yield a projected run rate of $20M after 1 year.

Demand Generators

Competitive Advantage & Differentiators

Nouslogic has significant patent protection around its core technology having been granted two patents and one provisional at this time.

The single largest potential competitor (Swipe Sense) is currently under lawsuit for patent infringement and does not enjoy the level of protection of Nouslogic. With significant patent protection as well as trade knowledge it is somewhat unlikely that any competitor could find legal standing to challenge Nouslogic. The core technology developed by Nouslogic is not only protected but could take years to independently develop as Nouslogic has over 5 years or research and development, incorporating and 30 years of industry experience needed to produce the HEMS system.

The hygiene market is highly fragmented. Currently multiple companies provide various components for hand hygiene within the hospital market. Cardinal, Mckeeson, Purell, and dozens of others compete for dispensers and soap. If those companies were to attempt to create their own compliance system, they could largely be limited to their existing customer base.

HEMS and other RTLS sales are largely governed by C-suite decision makers. Though an early-stage company may have the ability to develop technology that can provide similar solutions to the HEMS architecture, it is could bedifficult for them to actively sell in this space. This is due largely to the fact that large scale hospital infrastructure and software contracts are controlled by the larger players in the MedTech field – Stryker, Cardinal, McKeenson, etc. Without an ability to work with these companies a strong barrier to entry exists. Nouslogic, however, has relationships with executives at many of these companies and is pursuing a partnership strategy that can turn this barrier to entry into a strategic advantage.

Competitors 

References : (1) Nouslogic¹; HyGreen Inc²; Biovigil³, (4) proventix Systems⁴, (5) general Sensing Limited⁵, (6) CenTrack⁶, (7) Halma⁷; (8) UltraClenz⁸, (9) Ecolab⁹

1 Source : https://uscapital.egnyte.com/negative/file/a42080b2-fe31-4f23-9d98-f63bfb56b448

2 Source : https://www.crunchbase.com/organization/hygreen

3 Source : https://pitchbook.com/profiles/company/100083-43

   https://www.crunchbase.com/organization/biovigil

4 Source : https://crunchbase.com/organization/proventix-systems

5 Source : https://www.crunchbase.com/organization/general-sensing

6 Source : https://www.crunchbase.com/organization/http-www-centrak-com

7 Source : https://www.bloomberg.com/profile/company/HLMA:LN

8 Source : https://pitchbook.com/profiles/company/167620-33

9 Source : https://www.ecolab.com/

VALUATION & COMPARABLES⁵

Summary of Valuation Docs

⁵ Source: Nouslogic Financial Model 2.11.2021.xls

Valuation

Nouslogic Healthcare, Inc

 Valuation Summary
Updated February 11, 2021

http://people.stern.nyu.edu/adamodar/New_Home_Page/datafile/wacc.htm *Estimated beta that appropriately reflects the risk of company

http://people.stern.nyu.edu/adamodar/New_Home_Page/datafile/wacc.htm *uses basic weighted cost of capital worksheet from Damodaran/NYU

http://pages.stern.nyu.edu/~adamodar/New_Home_Page/datafile/vebitda.html *from list of multiples by industry from NYU

https://www.treasury.gov/resource-center/data-chart-center/interest-rates/pages/textview.aspx?data=yield

** Nouslogic Financial Model 2.11.2021.xls

FINANCIAL PROJECTIONS

Profit & Loss Projections

Nouslogic Revenue is broken in three separate parts; Installation, Database, and Service. On average, Installation provides the bulk of the Revenue at ~60%, while Database and Service provide ~37% and 3% respectively. After the initial Product & Sales ramp, Revenue growth normalizes at ~88% per year. This high growth is primarily due to RPM Installation & Database Revenue. This Gross Margin Percentage of Nouslogic is ~51%, while the Net Profit Margin is ~39%. The highest Operating Expense is Payroll, which decreases as a percent of Revenue due to operational efficiency. The total Effective Tax Rate is estimated to be ~21% per year.

MANAGEMENT TEAM

Hoang Nhu, Co-Founder & Chief Technology Officer

Dr. Vu Theriot, Co-Founder, President, & Chief Medical Officer

Gavin West, Business Advisor, Incoming CEO

RISK FACTORS

RISK FACTORS

The overall risk for entry into the RTLS segment is relatively low compared to other offerings in the healthcare sector. As an FDA Exempt device that does not directly interact with patients, even though it contributes to their wellbeing, HEMS has no FDA reporting or compliance requirements. This is a marked advantage over other entries into patient management and significantly reduces the risk of recall, lawsuit, and general consumer scrutiny.

APPENDIX  

Capitalization Table

Source: Nouslogic Corporate Governance Documents

NOUSLOGIC HEALTHCARE INC

Financial Statements For The Year Ended December 31, 2019 & 2018