Filed pursuant to Rule 253(g)(2)

OFFERING CIRCULAR DATED March 26, 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 Nouslogic Healthcare, Inc.

*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 $700,000 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.

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. Under Article XI of Company’s charter, the Court of Chancery in the State of Delaware is the forum for certain litigation, including “derivative action or proceeding brough by or on behalf of the Corporation.” This provision does not apply to suits arising under Section 27 of the Exchange Act, which creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, nor does it apply to Section 22 of the Securities Act which creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities act of the rules and regulations thereunder. There is uncertainty as to whether a court would enforce such provisions and investors cannot waive compliance with federal securities laws and the rules and regulations thereunder.

Jury Trial Waiver Provision

Acceptance of the subscription agreement explicitly waives purchaser’s right to a jury trial. Rather, purchaser agrees to arbitration as defined in the subscription agreement. This provision applies to claims under federal securities laws. Investors cannot waive compliance with federal securities laws and rules and regulations promulgated thereunder. There is material risk related to this provision, including the possibility of less favorable outcomes, the potential for increased costs to bring a claim, and may discourage or limit suits against the Company. In addition, this provision applies to purchasers in secondary transactions.

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’s Discussion and Analysis of Financial Condition and Results of Operations

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.

Security Ownership of Management and Certain Securities (effective March 23, 2021)

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 3.25.2021.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 ~ 27.67% in year one and grows to 51% in subsequent years, 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 as time goes on, 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.

Use of proceeds for the minimum required capitalization are reflected in the below chart. In the eventy Nouslogic were to only capitalize at its minimum amount, the company would eliminate one (1) sales vertical (Food service), slow the expansion or a second sales vertical (RPM), and eliminate a legislative effort we have targeted nationwide. The savings provided the company would allow us to operate and develop revenue over the course of year 1 that would allow us to initiate these efforts in subsequent years. A 12-18 month delay in these initiatives would have minimal impact in the final outcome of the company or projected long term ROI for investors.

Uses:

1. Personnel – includes payroll for 12 months

2. Manufacturing – includes COGS for 12 months

3. Marketing – Includes fixed marketing for 1 year

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 ~ 27.67% in year one and 51% in subsequent years, 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 as time goes on, 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

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 ~27.67% at year one, while the Net Profit Margin is ~39% in subsequent years. The highest Operating Expense is Payroll, which decreases as a percent of Revenue as time goes on, 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

DESCRIPTION OF SECURITIES

Securities Being Offered

The following is a summary of the rights of our capital stock as provided in our articles of incorporation and bylaws. For more detailed information, please see our articles of incorporation and bylaws, which have been filed as exhibits to the offering statement of which this offering circular is a part.

Authorized Capital

One class of common shares: The Company has authorized the sale of 135,000 shares of Common Stock, $0.001 par value. There are 825,088 shares of common stock outstanding. Except for 275,000 shares of Class A set aside for stock options, no additional Class A stock are outstanding.

Voting Rights

Holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote as shareholders.

Dividends. Holders of all common stock are entitled to receive ratably such dividends as may be declared by the board of directors out of funds legally available there for as well as any distributions to the shareholders. The payment of dividends of common stock will be a business decision to be made by our board of directors from time to time based upon results of our operations and our financial condition and any other factors that our board of directors considers relevant. Payment of dividends on the common stock may be restricted by loan agreements, indentures and other transactions entered into by us from time to time.

Liquidation Rights. In the event of our liquidation, dissolution or winding up, holders of common stock are entitled to share ratably in all our assets remaining after payment of liabilities and the liquidation preference of any then outstanding preferred stock.

Absence of Other Rights or Assessments. Holders of common stock have no preferential, preemptive, conversion or exchange rights. There is no redemption or sinking fund provisions applicable to the common stock. When issued in accordance with our articles of incorporation and law, shares of our common stock are fully paid and not liable to further calls or assessment by us.

Under Delaware law and generally under state corporation laws, the holders of our common shares will have limited liability pursuant to which their liability is limited to the amount of their investment in us.

Warrants of 3.5% (4,725 shares) of the total raise amount are issued to qualified placement agents pursuant to the offering at a price of the current offering with no period to exercise said warrants defined.

NOUSLOGIC HEALTHCARE INC

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

TOGETHER WITH INDEPENDENT ACCOUNTANT AUDIT REPORT

TABLE OF CONTENTS

INDEPENDENT ACCOUNTANT AUDIT REPORT

To the Management of NOUSLOGIC HEALTHCARE INC

We have audited the accompanying financial statements of NOUSLOGIC HEALTHCARE INC which comprise the Balance Sheets as of December 31, 2019 and December 31, 2018, and the related Profit & Loss Statements, Statements of Cash flows, and Statements of Shareholders’ Equity for the years then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Auditor’s Conclusion

In our opinion, the financial statements referred to above present fairly, in all material respects,  the financial position of NOUSLOGIC HEALTHCARE INC as of December 31, 2019 and December 31, 2018, and the results of its operations and its cash flows for the period then ended in accordance with accounting principles generally accepted in the United States of America.

Omar Alnuaimi, CPA

Naperville, IL

February 9, 2021 

(re-issued on March 24, 2021)

NOUSLOGIC HEALTHCARE INC

PROFIT & LOSS STATEMENT

 FOR THE YEAR ENDED DECEMBER 31, 2019 & 2018

NOUSLOGIC HEALTHCARE INC

BALANCE SHEET

DECEMBER 31, 2019 & DECEMBER 31, 2018

NOUSLOGIC HEALTHCARE INC

STATEMENT OF CASH FLOWS

 FOR THE YEAR ENDED DECEMBER 31, 2019 & 2018