THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“the COMMISSION”) DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. 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 ONLY THOSE INVESTORS WHO CAN BEAR THE LOSS OF A SIGNIFICANT PORTION OF THEIR INVESTMENT SHOULD PARTICIPATE IN THE INVESTMENT. (SEE “RISK FACTORS” BELOW.)

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE SALE THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

THE SECURITIES OFFERED HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY STATE REGULATORY AUTHORITY NOR HAS ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

Form 1-A/A Offering Circular

Regulation A Tier 2 Offering

Offering Circular

For

FirstVitals, Inc.

A Delaware Corporation

July 31, 2025

Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than ten (10%) percent 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, Investors are encouraged to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, Investors are encouraged to refer to www.investor.gov.

FirstVitals Inc (“FirstVitals”, the “Issuer”, or the “Company”) is a Delaware corporation offering (the “Offering”) by means of this offering circular (the “Offering Circular”), Company equity in the form of common shares (the “Shares”). The Company intends to use the proceeds of this Offering (“Proceeds”) to commence operations of the Company, develop medical technologies and products described herein, and to acquire relevant medical products from third parties. The Company has not yet received any revenue and has not commenced revenue generating operations as of the date of this Offering Circular.

The Company is developing what it believes to be the next frontier of artificial intelligence (“AI”) enhanced diagnostics in Video Capsule Endoscopy across species, spanning human, companion pet, and large animal applications. The Company’s approach will integrate advanced AI algorithms with wireless capsule endoscopy which the Company believes will transform gastrointestinal (“GI”) diagnostics, delivering real-time, non-invasive imaging solutions for early disease detection. In the human healthcare market, FirstVitals' AI-powered VCE technology will enhance diagnostic accuracy, streamline clinical workflows, and expand access to GI imaging, particularly for underserved populations. In the veterinary sector, our AI-driven VCE platform is designed for companion animals (dogs and cats) and large animals, with a particular focus on the equine industry, where elite performance horses require early, precise GI health assessments to prevent career-limiting conditions. By bringing cutting-edge AI-driven imaging across species, FirstVitals believes it can set new standards in GI diagnostics, expanding the total addressable market beyond human healthcare, and unlocking untapped opportunities in the high-value veterinary and equine industries. The Company expects this evolving sector to offer significant growth potential. The Company has entered into negotiations for exclusive worldwide territorial and licensing rights from multiple VCE companies who have already obtained FDA 510(k) clearance for human use in the United States. The Company will pursue FDA 510(k) clearance to incorporate AI into the existing FDA 510(k) approved devices. The Company is currently reviewing alliances with other companies to develop the AI enhancements. On July 17, 2025, the Company entered into a non-binding Memorandum of Understanding with Augere Medical AS, a Norwegian company, whereby Augere, an experienced AI developer for regulatory approved endoscopic devices would develop the Company’s AI model. The Company expects any future AI functionality to be developed primarily by third-party vendors or open-source frameworks under a license or work-for-hire arrangement. As of the date of this Offering Circular, the Company has not yet developed, tested, or validated any AI software modules for use with video capsule endoscopy in either human or veterinary medicine. Please see further information about FirstVitals in the section below titled “Description of the Business”.

The Offering is on a Best Efforts and ongoing basis to investors who meet the investor suitability standards as set forth herein. (See “Investor Suitability Standards” below). Persons interested in investing in the Company will subscribe for the Shares by executing and submitting the Subscription Agreement and Investor Suitability Questionnaire, attached as Exhibit 1. The Company will offer Shares through its own website www.FirstVitals.com (“Platform”) and through Andes Capital Group LLC, (“Andes”) as a FINRA registered broker-dealer for its services in this transaction. For performing broker-dealer functions in connection with this Offering, Andes will receive up to one percent (1%) brokerage commission. Andes will also offer Investor Outreach Services, where Andes will introduce the Offering to a network of accredited investors. Should any Investors originate from the Investor Outreach Services, the Company will instead pay Andes five percent (5%) of the amount raised. Andes will review Investor information for regulatory compliance as well as review subscription agreements for completion. At each closing date, the net proceeds for such closing will be disbursed to the Company and Shares relating to such net proceeds will be issued to their respective investors. See “Plan of Distribution” for more details.

Persons who purchase Shares will be Shareholders of the Company and will hereinafter be referred to as “Shareholders” or in the singular a “Shareholder.” The minimum investment amount per Shareholders is Eight Hundred Fifty Dollars ($850.00) for the Offering (the “Minimum Investment Amount”). Each Share will be sold at Eight Dollars and Fifty Cents ($8.50) per Share. Therefore, the Minimum Investment Amount will be for One Hundred (100) Shares. The Company does not intend to list the Shares for trading on any exchange or other trading market (See “Description of the Securities” below.)

Sales of the Shares pursuant to this Regulation A Tier 2 Offering will commence immediately upon qualification by the Securities and Exchange Commission (the “Effective Date”) and will terminate on the earliest of: (a) the date the Company, in its sole discretion, elects to terminate, (b) the date upon which all Shares have been sold, or (c) exactly 12 months after the Effective Date (the “Offering Period”).

Prior to this Offering, there has been no public market for the Shares, and none is expected to develop. The Offering price is arbitrary and does not bear any relationship to the value of the assets of the Company. The Company does not currently have plans to list any Shares on any securities market. Investing in the Company through the purchase of Shares involves risk, some of which are set forth below. See the section titled “Risk Factors” to read about the factors an Investor should consider prior to purchasing Shares.

The Company is not employing a minimum offering amount. As soon as the Company accepts a subscription, the subscriber’s funds will be deposited into the Company’s operating account, and the subscriber will become a shareholder and listed on the Company’s share register. Shareholders of the Company will be subject to the terms of the Bylaws of FirstVitals, Inc (See Exhibit 2, the “Bylaws”) once the Company deposits the Shareholder’s investment into the Company’s main operating account. As of the date of this Offering Circular, the Company has engaged KoreTransfer USA (“Kore”) as transfer agent for this Offering.

Investing in the Shares is speculative and involves substantial risks, including risk of complete loss. Prospective Investors should purchase these securities only if they can afford a complete loss of their investment. (See “Risk Factors” below) There are material income tax risks associated with investing in the Company that prospective Investors should consider. (See “Income Tax Considerations” below.)

The Company is a startup and has commenced nominal operations in furtherance of its business plan. Therefore, under SEC Rule 405, the Company is considered a shell company. The Company is currently, and will continue to be after the Offering, a controlled company under SEC rules. The Company is controlled by a single person, Ernest Lee, who currently owns 94% of the voting stock of the Company. Upon a fully subscribed offering, Mr. Lee will continue to own more than 50% of the voting stock of the Company.

As of the date of this Offering Circular, the Company has engaged KoreTransfer USA LLC (“KoreTransfer”) as transfer agent for this Offering.

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

RULE 251(D)(3)(I)(F) DISCLOSURE. RULE 251(D)(3)(I)((F) PERMITS REGULATION A OFFERINGS TO CONDUCT ONGOING CONTINUOUS OFFERINGS OF SECURITIES FOR MORE THAN THIRTY (30) DAYS AFTER THE QUALIFICATION DATE IF: (1) THE OFFERING WILL COMMENCE WITHIN TWO (2) DAYS AFTER THE QUALIFICATION DATE; (2) THE OFFERING WILL BE MADE ON A CONTINUOUS AND ONGOING BASIS FOR A PERIOD THAT MAY BE IN EXCESS OF THIRTY (30) DAYS OF THE INITIAL QUALIFICATION DATE; (3) THE OFFERING WILL BE IN AN AMOUNT THAT, AT THE TIME THE OFFERING CIRCULAR IS QUALIFIED, IS REASONABLY EXPECTED TO BE OFFERED AND SOLD WITHIN TWO (2) YEARS FROM THE INITIAL QUALIFICATION DATE; AND (4) THE SECURITIES MAY BE OFFERED AND SOLD ONLY IF NOT MORE THAN THREE (3) YEARS HAVE ELAPSED SINCE THE INITIAL QUALIFICATION DATE OF THE OFFERING, UNLESS A NEW OFFERING CIRCULAR IS SUBMITTED AND FILED BY THE COMPANY PURSUANT TO RULE 251(D) (3)(I)((F) WITH THE SEC COVERING THE REMAINING SECURITIES OFFERED UNDER THE PREVIOUS OFFERING; THEN THE SECURITIES MAY CONTINUE TO BE OFFERED AND SOLD UNTIL THE EARLIER OF THE QUALIFICATION DATE OF THE NEW OFFERING CIRCULAR OR THE ONE HUNDRED EIGHTY (180) CALENDAR DAYS AFTER THE THIRD ANNIVERSARY OF THE INITIAL QUALIFICATION DATE OF THE PRIOR OFFERING CIRCULAR. THE COMPANY INTENDS TO OFFER THE SHARES DESCRIBED HEREIN ON A CONTINUOUS AND ONGOING BASIS PURSUANT TO RULE 251(D)(3)(I)(F). THE COMPANY INTENDS TO COMMENCE THE OFFERING IMMEDIATELY AND NO LATER THAN TWO (2) DAYS FROM THE INITIAL QUALIFICATION DATE. THE COMPANY REASONABLY EXPECTS TO OFFER AND SELL THE SECURITIES STATED IN THIS OFFERING CIRCULAR WITHIN ONE (1) YEAR FROM THE INITIAL QUALIFICATION DATE.

The Company will commence sales of the Shares immediately upon qualification of the Offering by the SEC. The Company approximates material operations will commence within Q2-2025.

*The Offering price to Investors was arbitrarily determined by the Company.

** The Company is not using an underwriter for the sale of Shares. These commissions listed are those for Andes, the broker-dealer of record. The Company has agreed to pay Andes a one percent (1%) commission on the Shares sold as well as $5,000.00 of fees related to services in connection with the Offering. Andes will also offer Investor Outreach Services, where Andes will introduce the Offering to a network of accredited investors. Should any Investors originate from the Investor Outreach Services, the Company will pay Andes five percent (5%) of the amount raised. If the Company raised the full Offering of $20,740,000.00 from the Investor Outreach Services, the commissions due to Andes would be $1,037,000.00. The commissions due to Andes are conditional on the services provided by Andes with respect to any one sale. See “Plan of Distribution”.

EXPLANATORY NOTE

This Offering Circular was amended to address comments from the Securities and Exchange Commission. Prior amendments related to updating Part F/S with audited financial statements for the period ended December 31, 2024, and to update Exhibit 1, the agreement between the Company and Andes Capital, Inc., the broker-dealer engaged by the Company to reflect a greater Offering Amount, and the increased filing fee to FINRA. Further, this Offerinc Circular was amended on July 17, 2025 to disclose the Company’s non-binding Memorandum of Understanding with Augere Medical AS, an experienced AI developer for endoscopic devices.

TABLE OF CONTENTS

SUMMARY OF THE OFFERING

The following information is only a brief summary of, and is qualified in its entirety by, the detailed information appearing elsewhere in this Offering. This Offering Circular, together with the exhibits attached including, but not limited to, the Bylaws, a copy of which is attached hereto as Exhibit 2 should be carefully read in its entirety before any investment decision is made. If there is a conflict between the terms contained in this Offering Circular and the Bylaws, the Bylaws shall prevail, and control and no Investor should rely on any reference herein to the Bylaws without consulting the actual underlying document.

The Company was incorporated under the laws of Delaware on September 12, 2024. The Company has not had any revenue and has not commenced revenue generating operations as of the date of this Offering Circular. The Company is focused on diagnostic solutions and has determined there is a tremendous need for cutting-edge technology for GI conditions. The Company is bringing Video Capsule Endoscopy (VCE) technology together with AI technology to improve imaging solutions for disease detection. The Company has entered into negotiations for an exclusive worldwide territorial and licensing rights from multiple VCE companies who have already obtained FDA 510(k) clearance for human use in the United States. The Company will pursue FDA 510(k) clearance to incorporate AI into the existing FDA 510(k) approved devices. The Company expects to establish an exclusive supplier relationship in 2025 and begin the process of incorporating AI into the VCE in 2025 as well.

TREASURY DEPARTMENT CIRCULAR 230 NOTICE. TO ENSURE COMPLIANCE WITH CIRCULAR 230, INVESTORS ARE HEREBY NOTIFIED THAT: (I) ANY DISCUSSION OF FEDERAL TAX ISSUES CONTAINED OR REFERENCED TO IN THIS CIRCULAR IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY INVESTORS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON THEM UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR THE CODE; (II) ANY SUCH DISCUSSION IS MADE IN CONNECTION WITH THE PROMOTION AND MARKETING BY THE ISSUER OF THE TRANSACTIONS OR MATTERS ADDRESSED IN THIS CIRCULAR; AND (III) INVESTORS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER.

THIS CIRCULAR HAS BEEN PREPARED FROM DATA SUPPLIED BY SOURCES DEEMED RELIABLE BY THE COMPANY AND DOES NOT KNOWINGLY CONTAIN ANY UNTRUE STATEMENT OF ANY MATERIAL FACT. IT CONTAINS A SUMMARY OF MATERIAL PROVISIONS OF DOCUMENTS REFERRED TO HEREIN. STATEMENTS MADE WITH RESPECT TO THE PROVISIONS OF SUCH DOCUMENTS ARE NOT COMPLETE AND REFERENCE IS MADE TO THE ACTUAL DOCUMENTS FOR COMPLETE REVIEW.

FLORIDA RESIDENTS: INVESTORS WHO RESIDE IN FLORIDA ARE PROVIDED A THREE (3) DAY RIGHT OF RESCISSION OF ANY INVESTMENT TENDERED TO THE FUND AND CALCULATED FROM THE DATE OF THE SUBSCRIPTION.

NASAA LEGEND

BY ACCEPTANCE OF THIS CIRCULAR, PROSPECTIVE INVESTORS RECOGNIZE AND ACCEPT THE NEED TO CONDUCT THEIR OWN THOROUGH INVESTIGATION AND DUE DILIGENCE BEFORE CONSIDERING A PURCHASE OF THE SHARES. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES MAY BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER FEDERAL AND STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

NOTICE TO NON-UNITED STATES RESIDENTS

IT IS THE RESPONSIBILITY OF ANY ENTITIES WISHING TO PURCHASE THE SHARES TO SATISFY THEMSELVES AS TO FULL OBSERVANCE OF THE LAWS OF ANY RELEVANT TERRITORY OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY SUCH PURCHASE, INCLUDING OBTAINING ANY REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER APPLICABLE FORMALITIES.

BY ACCEPTANCE OF THIS CIRCULAR, INVESTORS RECOGNIZE AND ACCEPT THE NEED TO CONDUCT THEIR OWN THOROUGH INVESTIGATION AND DUE DILIGENCE BEFORE CONSIDERING A PURCHASE OF THE SHARES. THE CONTENTS OF THIS CIRCULAR SHOULD NOT BE CONSIDERED TO BE INVESTMENT, TAX, OR LEGAL ADVICE AND EACH PROSPECTIVE INVESTOR SHOULD CONSULT WITH THEIR OWN COUNSEL AND ADVISORS AS TO ALL MATTERS CONCERNING AN INVESTMENT IN THIS OFFERING.

PATRIOT ACT RIDER

THE INVESTOR HEREBY REPRESENTS AND WARRANTS THAT THE INVESTOR IS NOT, NOR IS IT ACTING AS AN AGENT, REPRESENTATIVE, INTERMEDIARY OR NOMINEE FOR, A PERSON IDENTIFIED ON THE LIST OF BLOCKED PERSONS MAINTAINED BY THE OFFICE OF FOREIGN ASSETS CONTROL, U.S. DEPARTMENT OF TREASURY. IN ADDITION, THE INVESTOR HAS COMPLIED WITH ALL APPLICABLE U.S. LAWS, REGULATIONS, DIRECTIVES, AND EXECUTIVE ORDERS RELATING TO ANTI-MONEY LAUNDERING, INCLUDING BUT NOT LIMITED TO THE FOLLOWING LAWS:

(1) THE UNITING AND STRENGTHENING AMERICA BY PROVIDING APPROPRIATE TOOLS REQUIRED TO INTERCEPT AND OBSTRUCT TERRORISM ACT OF 2001, PUBLIC LAW 107-56, AND (2) EXECUTIVE ORDER 13224 (BLOCKING PROPERTY AND PROHIBITING TRANSACTIONS WITH PERSONS WHO COMMIT, THREATEN TO COMMIT, OR SUPPORT TERRORISM) OF SEPTEMBER 11, 2001.

THE MANAGEMENT OF THE COMPANY HAS PROVIDED ALL OF THE INFORMATION STATED HEREIN.

IT MUST BE RECOGNIZED THAT ESTIMATES OF THE COMPANY’S PERFORMANCE ARE NECESSARILY SUBJECT TO A HIGH DEGREE OF UNCERTAINTY AND MAY VARY MATERIALLY FROM ACTUAL RESULTS.

FORWARD LOOKING STATEMENTS

This Offering Circular contains forward-looking statements that involve risks and uncertainties. The use of words such as “anticipated,” “projected”, “forecasted”, “estimated”, “prospective”, “believes”, “expects,” “plans”, “future”, “intends”, “should”, “can”, “could”, “might”, “potential”, “continue”, “may”, “will”, and similar expressions identify these forward-looking statements. Investors should not place undue reliance on these forward-looking statements, which may apply only as of the date of this Offering Circular, and the Company undertakes no obligation to publicly update or revise any ‎forward-looking information, ‎other than as required by applicable law.

STATE LAW EXEMPTION AND PURCHASE RESTRICTIONS

The Shares are being offered and sold only to “Qualified Purchasers” (as defined in Regulation A under the Act). As a Tier II Offering pursuant to Regulation A under the Act, this Offering is exempt from state law “blue sky” review, subject to meeting certain state filing requirements and complying with certain anti-fraud provisions, to the extent that the Shares offered hereby are offered and sold only to Qualified Purchasers or at a time when the Shares are listed on a national securities exchange, if at all.

Qualified purchasers include: (i) “Accredited Investors” under Rule 501(a) of Regulation D; and (ii) all other non-Accredited Investors so long as their investment in the Shares does not represent more than ten percent (10.00%) of the greater of the Investor’s, alone or together with a spouse or spousal equivalent, annual income or net worth (excluding the value of the Investor’s primary residence and any loans secured by the residence (up to the value of the residence)), or ten percent (10.00% ) of the greater of annual revenue, alone or together with a spouse or spousal equivalent, or net assets at fiscal year-end (for non-natural persons).

The Shares are offered hereby and sold to Investors that are within both categories (i.e., Accredited Investors and non-Accredited Investors whose investment in the Shares does not represent more than ten percent (10.00%) of the applicable amount). Accordingly, the Company reserves the right to reject any Investor’s subscription in whole or in part for any reason, including if the Company determines in its sole and absolute discretion that such Investor is not a Qualified Purchaser for purposes of Regulation A.

For purposes of determining whether a potential Investor is a Qualified Purchaser (who is not an Accredited Investor), annual income and net worth should be calculated as provided in the Accredited Investor definition under Rule 501 of Regulation D. For more details, please see the heading below titled “Investor Suitability Standards”.

RISK FACTORS

Any investment in the Shares involves a significant degree of risk and is suitable only for investors who have no need for liquidity in this investment. When analyzing this Offering, prospective investors should carefully consider each of the following risks.

Unforeseen Changes

While the Company has enumerated certain material risk factors herein, it is impossible to know all risks which may arise in the future. In particular, investors may be negatively affected by changes in any of the following: (i) laws, rules, and regulations; (ii) regional, national, global economic factors, and/or business trends; (iii) the capacity, circumstances, and relationships of partners of the Company, the Officers, and the Directors; or (iv) the presence, availability, or discontinuation of business and/or tax incentives.

The Company continuously encounters changes in its operating environment, and the Company may have fewer resources than some of its competitors to continue to adjust to those changes. The operating environment of the Company is undergoing rapid changes, with frequent introductions of laws, regulations, competitors, market approaches, and economic impacts. Future success will depend, in part, upon the ability of the Company to address the needs of its Investors, sponsors, and clients by adapting to those changes and providing products and services that will satisfy the demands of their respective businesses and projects. Many of the competitors have substantially greater resources to adapt to those changes. The Company may not be able to effectively react to all of the changes in its operating environment or be successful in adapting its products, services, and approach.

INVESTMENT RISKS

The Offering Price and Minimum Investment Amount have been arbitrarily determined by the Company and do not reflect the value of the assets that have been or will be acquired by the Company.

The Offering price per Share and the Minimum Investment Amount have been arbitrarily determined by the Company and do not bear any relationship to the assets that have been or are to be acquired by the Company or any other established criteria or indicia for valuing a business. The Principals may accept or require a lesser or greater Minimum Investment Amount. In addition, the assets that are to be acquired by the Company could have a higher or lower value than the Offering price, which may result in the valuation of the Company being lower or higher than the Offering price.

Investment in the Shares is speculative, and each investor assumes the risk of losing his, her, or its entire investment.

Investment in these Shares is speculative, and by investing, each investor assumes the risk of losing the entire investment. The Company has limited operations as of the date of this Offering Circular and will be solely dependent upon the efforts of the Principals to develop and manage the business operations, all of which are subject to the risks described herein. Accordingly, only investors who are able to bear the loss of their entire investment and who otherwise meet the Investor Suitability Standards should consider purchasing these Shares.

The Company’s ability to commence operations is dependent on its ability to raise funds.

In order to execute its planned development operations, the Company will require capital for its development expenses. The Company’s ability to commence operations is largely dependent upon its ability to raise funds through this Offering and thereby developing the business operations. Investors should be aware that there is no assurance that the Company will obtain capital investments necessary to commence operations and become profitable. Further, the Company’s ability to scale products to the market will require additional significant capital. If the Company fails to raise sufficient funds, it may slow growth or jeopardize the sustainability of its business model.

There is limited governmental review.

Neither the Offering nor the Shares have been approved by the U.S. Securities and Exchange Commission (the “Commission”). The Offering has been submitted for qualification by the Commission. Further, this Offering will be exempted by state securities laws and regulators. Therefore, the Offering is largely subject to limited governmental review.

There is limited transferability of Shares and no public market for the Shares.

Although the Company may attempt to redeem Shares when possible, in the Principals’ sole and absolute discretion, there is no assurance that the Company will be able to redeem your Shares. There is no public market for the Shares, and none is expected to develop in the future. Even if a potential buyer could be found, the transferability of these Shares may be limited. Any sale or transfer of these Shares also requires compliance with all state and federal securities laws and regulations. Investors must be capable of bearing the economic risks of this investment with the understanding that these Shares may not be liquidated by resale or redemption and should expect to hold their Shares as a long-term investment.

Investors are not independently represented by the Company’s attorneys and should seek their own independent counsel.

The investors in the Company have not been represented by independent counsel with respect to this Offering. Attorneys assisting in the formation of the Company and the preparation of this Offering Circular have represented only the Company. (See “Conflicts of Interest” below.)

There is no guarantee of the Company will reach the Maximum Offering Amount.

The Company will deploy funds from the Offering and to pursue its business plan immediately. The Company will begin scaled operations and the management will determine the best use of the scaled proceeds. There is no assurance that the Company will obtain capital investments equal to the Maximum Offering Amount.

No assurance can be provided that the Maximum Offering Amount will provide adequate working capital and/or will absolve the need for additional financing.

In the opinion of the Company, if the maximum number of Shares being offered is sold, the Company may have sufficient working capital to achieve its planned operations. However, there can be no assurance that even if the maximum number of Shares is sold that the Company would not be required to seek alternative or additional sources of financing. The Company is not restricted in the application of the funds as provided within this Offering Circular under the caption “Use of Proceeds” below.

Terms of the Shares may not be favorable to prospective investors.

The Company has set the terms of the Shares in a manner which is favorable to the Company and has not tried to consider the favorability or suitability of such terms for any prospective investors.

Delays in the participation in the investment yield by Investors may occur.

There may be a delay between the time subscription funds are accepted from Investors and the time when such funds are deposited into the Company’s main operating account. Such delays may result from the Company having to verify an Investor’s suitability and admissibility as a shareholder. The Company expects that subscriptions will be accepted or rejected within two weeks of the Company’s receipt of the subscription.

Investors may not be able to liquidate their investment to take advantage of higher available returns.

The purchase of Shares is a relatively illiquid investment. Investors may wish to liquidate their investment to take advantage of higher available returns elsewhere but may be unable to do so due to restrictions on transfer and withdrawal.

CONFLICT OF INTEREST RISKS

The Company is under significant control by one person, Ernest Lee.

Mr. Lee is the Chief Executive Officer of the Company, the Chairman of the Board of Directors, and the largest shareholder. In these roles, Mr. Lee has significant discretion on the business operations of the Company.

Currently, there is no restriction preventing the Company or its Officers from competing with one another by investing or sponsoring investments similar to those of the Company, and key personnel are not required to devote full-time to the business of the Company.

Though they currently have no intention to do so, there is no restriction preventing the Company or any of its Affiliates, Principals, or management from competing with one another by investing in or sponsoring the formation of other enterprises similar to the Company. The Company expects to enter into employment agreements with certain personnel after the Offering commences. The Company will include certain restrictions on competition, as well as full time devotion to the Company, in its standard form employment agreements. The Principals may make decisions for the Company that may at times favor persons other than the Company. Unless otherwise mandatorily required to the contrary by applicable law, the Company and its Affiliates, and the Principals and management are limited from any liability for investment opportunities given to other persons, including (without limitation) Affiliates.

GENERAL BUSINESS RISKS

The Company depends on highly skilled personnel, and if the Company is unable to hire, integrate and retain its personnel, it may not be able to execute its business plan or address competitive challenges.

The Company’s future success will depend upon its ability to retain, attract, hire, and integrate highly skilled personnel, including senior management, engineers, designers, and customer support. Competition for highly skilled personnel is intense. The Company will compete with many other companies for employees with meaningful and relevant experience in developing and managing our business, and it may not be successful in attracting and retaining the professionals it needs.

The Company may need to invest significant amounts of cash to attract and retain new and highly skilled employees and may never realize returns on these investments. If the Company is not able to effectively hire, train and retain employees, its ability to achieve its strategic objectives will be adversely impacted and its business, financial condition and results of operations will be harmed.

The Company’s future performance depends on the continued services and contributions of its Chief Executive Officer, Ernest Lee, who is critical to the development of the Company’s business and growth strategy, the failure to properly develop or manage succession plans or develop leadership talent or the loss of services of key employees could significantly delay or prevent the achievement of the Company’s strategic objectives. From time to time, there may be changes in the Company’s senior management team resulting from the hiring or departure of executives, which could disrupt the Company’s business.

The loss of one or more of the Company’s key employees (including any limitation on the performance of their duties or short term or long-term absences as a result of illness) could adversely affect the Company’s business, financial condition and results of operations.

The Company is a startup enterprise and has no operating history.

The Company was formed in 2024. As a result, the Company has no operating history upon which an investor can evaluate the Company and its prospects. The Company’s lack of operating history makes predicting the Company’s future operating results difficult. The Company’s business must be considered in light of the risks, expenses and problems frequently encountered by companies in their early stages of development.

Pursuant to SEC Rule 405, the Company is considered a shell company. Shell companies are companies with no or nominal operations and limited assets. Shell companies often face challenges as a startup company, and those challenges can have a negative effect on the value of the Shares.

As a company with nominal operations and limited assets, the FirstVitals will face challenges in attaining revenue generating operations. These challenges include negotiating product and technology contracts for short term and long term needs, ensuring enough funding for continued operations until its operations can generate sufficient revenue, and maintaining relationships with its staff and important third party partners.

As a shell company, the Company is subject to various laws, regulations and restrictions, including that it will be subject to restrictions on its use of Form S-8 to register stock that it may issue to its employees and consultants and investors will be subject to restrictions from relying on Rule 144 for the resale of your Shares, as described below.

Shell companies are prohibited from using Form S-8 to register securities under the Securities Act. If a company ceases to be a shell company, it may use Form S-8 sixty calendar days after the date on which it makes required filings with the SEC disclosing the cessation of its status as shell company, provided it has filed all reports and other materials required to be filed under the Exchange Act during the preceding 12 months (or for such shorter period that it has been required to file such reports and materials after the company files "Form 10 information," which is information that a company would be required to file in a registration statement on Form 10 if it were registering a class of securities under Section 12 of the Exchange Act. This information would normally be reported on a current report on Form 8-K reporting the completion of a transaction that caused the company to cease being a Shell Company.

Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:

As a result of the designation as a shell company, the investors under this Offering are not permitted to rely on the "safe harbor" provisions of Rule 144, promulgated pursuant to the Securities Act, so as not to be considered underwriters in connection with the sale of Company securities until one year from the date that the Company ceases to be a shell company. This will likely make it more difficult for the Company to attract additional capital through subsequent unregistered offerings because purchasers of securities in such unregistered offerings will not be able to resell their securities in reliance on Rule 144, a safe harbor on which holders of restricted securities usually rely to resell securities.

The Company has yet to create any revenue and has issued promissory notes to raise initial capital.

The Company is in the first stages of developing its business operations and has yet to receive any revenue from operations. The Company understands that developing, marketing, and selling diagnostic products that require regulatory approval requires significant upfront capital. Prior to this Offering, the Company’s initial capital sources have been in the form of promissory notes. Ernest Lee, the founder and CEO of the Company, has lent the Company an aggregate of $62,000 in promissory Notes (the “Notes”). These Notes have maturity dates of one year and will become due in later 2025 and early 2026. The Company has reserved the right to use the proceeds of the Offering to repay these Notes. If the Company has not raised enough operational revenue or Offering Proceeds to pay the amounts due under the Notes, the Company will negotiate with Mr. Lee but there remains a risk that these Notes could fall into default and creating a negative impact for Shareholders.

The Company issued a Series A Convertible Promissory Note to Dr. Steven Gest on March 28, 2025, in the amount of $250,000 (the “Series A Note”). This Series A Note accrues interest at ten percent (10%) per annum and the principal and interest shall be due on March 28, 2028. This Series A Note is convertible by the Company into common shares of the Company upon an initial public offering or upon an equity financing transaction that raises in excess of $30 million dollars. The conversion price would be discounted at fifty percent (50%) of the common share price established in the initial public offering or equity financing transaction. If the Company has not raised enough operational revenue to pay the amounts due under the Series A Note, there is a risk that the Series A Note could fall into default and create negative impact for Shareholders.

The Shares are subject to potential future dilution which may affect the value of the Shares.

As the Company proceeds with developing, marketing, and selling diagnostic products that require regulatory compliance, it is expected that the Company will continue to seek to raise capital in the future. any future fundraising will likely involve equity investment, which would increase dilution of an investor’s shareholding percentage and potentially dilute the value of an investor Shares.

The Company issued a Series A Convertible Promissory Note to Dr. Steven Gest on March 28, 2025, in the amount of $250,000 (the “Series A Note”). This Series A Note accrues interest at ten percent (10%) per annum and the principal and interest shall be due on March 28, 2028. This Series A Note is convertible by the Company into common shares of the Company upon an initial public offering or upon an equity financing transaction that raises in excess of $30 million dollars. The conversion price would be discounted at fifty percent (50%) of the common share price established in the initial public offering or equity financing transaction. If the Company converts the Series A Note, the Company will issue common shares at a discount to market value, resulting in dilution of the investor’s shareholding percentage and potentially a decrease in the value of an investor’s Shares.

The Company is subject to regulatory organizations such as the Food and Drug Administration and any delays or additional costs related to approvals or compliance can adversely affect operations.

The Company will develop advanced healthcare technology designed to significantly improve gastrointestinal diagnostics, particularly in detecting abnormalities in the small intestine, stomach, and colon. The Federal Food and Drug Administration (the “FDA”) governs the rules and regulations regarding healthcare technology, and the Company’s AI-Enhanced Video Capsule Endoscopy (VCE) is subject to FDA review and clearance. The Company has entered into negotiations for an exclusive worldwide territorial and licensing rights from multiple VCE companies who have already obtained FDA 510(k) clearance for human use in the United States. The Company will pursue FDA 510(k) clearance to incorporate AI into the existing FDA 510(k) approved devices. The Company expects to establish an exclusive supplier relationship in 2025 and begin the process of incorporating AI into the VCE in 2025 as well. The Company believes it will have a prototype available for clinical trials in late 2025. Delays or failure to secure clearance to incorporate AI could adversely affect the Company’s operations and financial position.

Regulatory organizations such as the FDA can enact new regulations or re-interpret existing regulations that may impact the Company’s compliance efforts and/or impact the Company’s ability to offer its healthcare technology to the market. The cost of compliance could be significantly increased. Failure to comply with FDA regulations, whether prior to clearance or subsequent to clearance, would also lead to adverse consequences for the Company, including delays or injunctions.

Until the Company begins distributing its AI-Enhanced Video Capsule Endoscopy service, it expects to incur losses.

The Company expects to incur net losses for the foreseeable future. The Company's future profitability will depend on its ability to successfully distribute its AI-enhanced Video Capsule Endoscopy service for both human and veterinary applications while establishing a sustainable customer base for the tests. If the Company does eventually achieve profitability, the Company may not be able to sustain it.

The Company’s success will rely on its ability to address market conditions and healthcare providers’ acceptance. If the Company cannot successfully navigate market conditions, the Company may be adversely affected.

Market conditions can include acceptance and adoption rates, competition, pricing pressure, general economic downturns, and shifts within the healthcare industry. The success of the Company’s platform relies on market acceptance and adoption by medical professional and consumers. If healthcare professionals are hesitant or lack awareness, it could impact adoption rates. If larger, more established healthcare companies begin competing with FirstVitals by offering AI-enhanced VCE, the Company may need greater resources to capture market share. Pricing Pressure is a market condition the Company will have to monitor. Competitors could engage in price wars, reducing margins, or new technologies may emerge that offer lower-cost alternatives to the Company’s services. Finally, larger shifts in the general economy and the healthcare industry have the ability to negatively affect the Company’s operations. Economic recessions or downturns could result in reduced consumer spending on elective healthcare products and services for animal diagnostic testing. Changes in the healthcare industry, including shifts in policy or major technological advancements, could affect the Company’s business model or market opportunities.

There is a risk that an investment into Augere Medical AS, or other company, could result in the Company being in violation of the Investment Company Act of 1940.

The Company is not an investment company, and the Company does not hold itself out as an investment company. However, there are a class of companies that can inadvertently find themselves within the definition of “investment company” pursuant to the Investment Company Act of 1940 (the “1940 Act”). A company that meets the definition of “Investment Company” pursuant to the 1940 Act needs to register with the SEC. As described below, there are many rules and restrictions governing Investment Companies that require significant disclosure and compliance. Fortunately, there are several exemptions to the 1940 Act, and the Company will operate its business so that it does not inadvertently subject itself to the 1940 Act.

In addition to not holding itself out as an Investment Company, the primary exemption from the 1940 Act the Company will rely on is an asset test. If a company owns investment securities that represent 40% or more of its assets, that company may be determined to be an Investment Company subject to the 1940 Act. As part of its development of its AI component for the VCE, FirstVitals is negotiating with multiple AI development companies. These negotiations have led to the Company to execute a non-binding Memorandum of Understanding with Augere Medical AS (the “MOU”). One of the terms of the non-binding MOU provides that FirstVitals would make a $2,000,000.00 investment into Augere Medical AS (“Augere”) in exchange for 10% ownership of Augere. This 10% ownership would be considered investment securities under the 1940 Act. If that 10% ownership in Augere represented 40% or more of the Company’s assets, FirstVitals could be considered an Investment Company under the 1940 Act.

As of the date of this Offering, the Company has limited assets. FirstVitals is raising up to $20,440,000 in this Offering. If the Company were to raise this amount, a subsequent $2,000,000.00 investment into Augere would represent approximately 10% of the Company’s assets, and would not trigger Investment Company status. Similarly, if the Company were able to raise more than $5,000,000.00 in this Offering, an investment of $2,000,000 into Augere would not represent 40% or more of the Company’s assets.

However, the non-binding MOU calls for a further definitive agreement which is conditional upon the successful completion of this Offering. The Company will determine what it considers to be a successful completion of the Offering. Consistent with the Company’s disclosures under the heading “Use of Proceeds”, the Company may determine to use proceeds designated as product development to pursue a strategic alliance that would accomplish such product development. The MOU with Augere also calls for a product development agreement, and any funds paid to Augere under a product development agreement would not be considered investment securities as defined under the 1940 Act.

The Company will purposely operate its business to avoid falling into Investment Company status under the 1940 Act. The Company will manage its Offering proceeds and structure any investment into a third party so that the Company does not inadvertently fall into Investment Company status under the 1940 Act. Some of the rules and restrictions on 1940 Act companies that the Company is determined to avoid are:

Risks Associated with the Company’s Business

The growth of the Company’s business will depend on its ability to attract and retain healthcare providers for AI-enhanced Video Capsule Endoscopy for human and veterinarian applications. The Company cannot assure that healthcare providers will provide AI-enhanced Video Capsule Endoscopy to their patients. If the Company cannot attract new healthcare providers or retain future customers, its revenue could decline and its business, financial condition and results of operations could be harmed.

Technology and Platform Risks

The success of the platform relies on its reliability. Any software bugs, technical glitches, or system downtime could negatively affect user experience and erode trust. The Company’s platform will be handling sensitive health data, making it a target for cyberattacks. A significant breach could damage our reputation and result in legal consequences. As demand grows, the ability to scale our technology infrastructure quickly and efficiently without compromising service quality will be critical.

The Company has not developed any AI software to date. The Company’s business plan depends on creating or licensing AI algorithms that meet clinical-performance, regulatory, and commercial requirements. AI development is complex, costly, and subject to rapid technological change. If the Company is unable to secure adequate data, hire or engage qualified developers, obtain regulatory clearance, or achieve acceptable performance, it may be unable to offer AI-enhanced products, which would materially and adversely affect the Company’s growth prospects

Operational Risks

The Company will depend on suppliers and technology service components. Disruptions in the supply chain, whether due to geopolitical issues, natural disasters, or vendor performance, could impact our ability to meet consumer demand. Errors in test results (e.g., false positives/negatives) could lead to customer dissatisfaction, reputational damage, or even legal liabilities. AI-enhanced Video Capsule Endoscopy procedure for reimbursement will vary by insurance companies, which could impact patient adoption or willingness to pay out-of-pocket. There is no insurance reimbursement for veterinarian applications at this time.

Product Launch and Development Risks

Any unanticipated delays in bringing AI-enhanced VCE service to market could impact revenue growth and investor confidence. Ongoing R&D efforts to expand the portfolio could be more costly or take longer than anticipated, affecting your financial performance.

Partnership and Strategic Risks

The Company will rely heavily on specific partners for manufacturing and distribution. Their performance or solvency could directly impact our business. Any disputes with our partners or failures of third-party vendors to deliver their services could disrupt our operations and lead to financial losses.

The Company’s information technology and other systems are subject to cyber security risk, including misappropriation of employee information, customer information or other breaches of information security.

The Company will rely on information technology and other systems, including our own systems and those of service providers and third parties, to manage its business and employee data and maintain and transmit customers’ personal and financial information, credit card data, and credit card funds transmissions.

The Company’s information and processes and those of its service providers and other third parties, are subject to the ever-changing threat of compromised security, in the form of a risk of potential breach, system failure, computer virus, or unauthorized or fraudulent use by customers, company employees, or employees of third-party vendors. The steps the Company takes to deter and mitigate the risks of breaches may not be successful, and any resulting compromise or loss of data or systems could adversely impact operations or regulatory compliance and could result in remedial expenses, fines, litigation, disclosures, and loss of reputation, potentially impacting its financial results.

Further, as cyber-attacks continue to evolve, the Company may incur significant costs in its attempts to modify or enhance protective measures or investigate or remediate any vulnerability. Increased instances of cyber-attacks may also have a negative reputational impact on the Company and that may result in a loss of customer confidence and, as a result, may have a material adverse effect on its financial condition, results of operations, and cash flows. Any failure to prevent or mitigate security breaches or cyber risk could result in interruptions to the services the Company provides, degrade the user experience, and cause its users to lose confidence in its products. The unauthorized access, acquisition or disclosure of consumer information could compel the Company to comply with disparate breach notification laws and otherwise subject it to proceedings by governmental entities or others and substantial legal and financial liability. This could harm the Company’s business and reputation, disrupt its relationships with partners and diminish its competitive position.

The Company’s business will depend on the interoperability of our application across third-party platforms, operating systems, and applications, and on its ability to ensure its application operate effectively on those platforms. If the Company is not able to integrate its application with third-party platforms in a timely manner, its business may be harmed.

The success of the Company’s application will rely on its broad interoperability with a range of diverse devices, operating systems and third-party applications. Third-party platforms are constantly evolving, and the Company may not be able to modify its application to assure compatibility with that of other third parties following development changes within a timely manner. If the Company fails to effectively respond to changes or updates to third-party platforms that the Company relies upon, its business, financial condition, and results of operations could be harmed.

The Company’s proprietary medical devices may not operate properly, which could damage its reputation, or give rise to claims against the Company, either of which could harm its business, financial condition, and results of operations.

The Company’s AI-enhanced Video Capsule Endoscopy Platform will be comprised of several elements, including artificial intelligence as a service (AIaaS). The Platform will provide healthcare providers with the ability to use the Company’s cloud-based AI service, a pre-screening tool, enhancing risk stratification, and optimizing follow-up procedures. It is possible that the Company may discover problems that prevent its proprietary Platform from operating properly. Material performance problems, defects, or errors in the Platform may arise in the future and can result from the interface of the Company’s products with systems and data that the Company did not develop. Correction of defects or errors could prove to be impossible or impracticable. The costs incurred in correcting any defects or errors may be substantial and could have a material adverse effect on the Company’s business, financial condition, and results of operations.

Customer order timing and other factors may cause the Company’s operating results to fluctuate from period to period.

Changes in customer order timing and the existence of certain other factors may cause the Company’s operating results to fluctuate from period to period. Such factors include:

•fluctuations in our customers’ businesses;

•decisions by customers to reduce their purchases of the Company’s products and services;

•timing and recognition of revenues from customer orders;

•timing and market acceptance of new products or enhancements introduced by the Company or its competitors;

•availability and pricing of parts from the Company’s suppliers and the manufacturing capacity of the Company’s subcontractors; and

•changes in the prices of the Company’s products or of its competitors’ products.

The Company’s business is indirectly subject to healthcare industry cost containment and healthcare reform measures that could result in reduced sales of its products.

Many of our future customers will rely on third party payors, such as government programs and private health insurance plans, to reimburse some or all of the cost of the procedures in which our products are used. The continuing efforts of governments, insurance companies and other payors of healthcare costs to contain or reduce those costs could lead to patients being unable to obtain approval for payment from these third-party payors for procedures in which the Company’s products are used. If that occurs, sales of medical devices may decline significantly and our customers may reduce or eliminate purchases of the Company’s products or demand further price reductions. The cost containment measures that healthcare payors are instituting could reduce revenues and harm the Company’s operating results.

In addition, in the U.S. and other jurisdictions, there have been, and the Company expect there will continue to be, a number of legislative and regulatory changes and proposed changes to reform healthcare systems. Various elements of healthcare reforms, such as comparative effectiveness research, an independent payment advisory board, payment system reforms, including shared savings pilots, and other provisions, could meaningfully change the way healthcare is developed and delivered and may have material adverse impact on numerous aspects of the Company’s business, results of operations and financial condition.

Disruptions in the supply of certain key components and other goods from the Company’s suppliers, including limited or single source suppliers, could adversely affect the results of the Company's business operations, and could damage its relationships with its customers.

The production of the Company’s products requires a wide variety of raw materials, key components and other goods that are generally available from alternate sources of supply. However, certain critical raw materials, key components and other goods required for the production of some principal products are available from limited or a single source of supply. Certain single source suppliers of key components for the Company could decide or have decided to stop producing some of these components. If the Company fails to find alternative sources or otherwise manage such a transition effectively, the Company’s business would be adversely impacted. If the Company experiences delays in receiving materials from certain of its key limited or single source suppliers, the Company’s relationship with customers may be harmed if such delays cause it to miss its scheduled shipment deadlines and the Company’s business could be adversely affected. The Company’s current or alternative sources may not be able to continue to meet all of its demands on a timely basis. If suppliers or subcontractors experience difficulties or fail to meet manufacturing requirements, the Company’s business would be harmed until it is able to secure alternative sources, if any, on commercially reasonable terms. A prolonged inability to obtain certain raw materials, key components or other goods is possible and could have a significant adverse effect on the Company’s business operations, damage its relationships with customers, or even lead to permanent loss of customer orders.

Increases in tariffs, trade restrictions or taxes on the Company’s products could have an adverse impact on its results of operations.

The Company’s supply chain makes it subject to tariffs, trade restrictions and other taxes when the material it purchases and the products it sells, cross international borders. If heightened tariffs or trade restrictions were to be imposed in the future, the Company may not be able to mitigate their impacts, and its business, results of operations and financial position could be materially adversely affected.

Actual or perceived failures to comply with applicable data protection, privacy and security laws, regulations, standards, and other requirements may adversely impact our business and financial results.

Laws and regulations in various countries around the world with regards to cybersecurity, privacy and data protection are rapidly expanding and creating a complex compliance environment. These laws include evolving legislation with respect to the collection, storage, handling, use, disclosure, transfer, and security of personal data and the notification requirements in the event of unauthorized access to or acquisition of certain types of personal information. Failure to comply with these laws may affect our reputation and operating results negatively, subject us to significant liability, cost or expense, and may require significant management time and attention.

In some cases, these legal requirements may be either unclear in their interpretation and application or they may have inconsistent or conflicting requirements with each other. In addition, some of the privacy and data protection laws and regulations in the U.S., the EU, China and other countries place restrictions on our ability to process personal data across our business or across country borders and could impact our business and operations. Compliance with these laws, many of which entail substantial penalties for non-compliance, or future regulations could impose even greater compliance burdens and risks on us.

The EU’s General Data Protection Regulation (the “GDPR”), the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act (“CPRA”), and the data protection and security laws of other countries impose additional requirements with respect to disclosure and deletion of personal information of their residents, imposing penalties for violations and, in some cases, private right of action for data breaches. These laws, and similar legislation in other U.S. states that is developing or has been recently enacted, impose transparency and other obligations with respect to personal data of their respective residents and provide residents with similar rights for certain types of data breaches. We have invested, and continue to invest, human and technology resources in our data compliance efforts that may be time-intensive and costly. Despite our efforts, there is a risk that we may be subject to fines and penalties for non-compliance and experience litigation, reputational harm and business interruption if we fail to protect the privacy of third-party data or to comply with the GDPR, CCPA, CPRA and other applicable data privacy and protection regimes.

The Company may be unable to obtain, maintain and protect its intellectual property rights and proprietary information or prevent third parties from making unauthorized use of the Company’s intellectual property. A failure to obtain, maintain, protect or enforce intellectual property and proprietary rights could impair the Company’s ability to protect its proprietary technology and its brand.

The Company plans to obtain, maintain, protect and enforce its intellectual property rights, including any proprietary technology, know-how and its brand. The steps it takes to obtain, maintain, protect and enforce such intellectual property rights may be inadequate. If the Company fails to protect its intellectual property rights adequately, the Company’s competitors could gain access to this proprietary technology and develop and commercialize substantially identical products, services or technologies. In addition, defending our intellectual property rights might entail significant expense. The Company cannot assure you that its technology, know-how or its brand will result in securing intellectual property protection. Further, the Company could incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights. If the Company gets involved in intellectual property disputes, the Company may be subject to unplanned increased costs and potentially significant liability.

The market in which the Company will participate is competitive, and if it does not compete effectively, its business, financial condition, and results of operations could be harmed.

The Company’s competitors may have greater name recognition, longer operating histories, more established customer relationships, larger marketing budgets and greater financial and operational resources than the Company has. The Company cannot assure you that it will not be forced to engage in price-cutting or revenue limiting initiatives, change payment terms or increase its advertising and other expenses to attract and retain customers in response to competitive pressures. For all of these reasons, the Company may not be able to compete successfully against future competitors, which could result in the failure of its application to achieve or maintain market acceptance, which would harm its business, financial condition, and results of operations.

Legal and Liability Risks

If a consumer experiences adverse outcomes related to testing (e.g., misdiagnosis based on test results), the company could face lawsuits or legal claims. If our technology or methods are not adequately protected by patents or trademarks, the Company could be vulnerable to intellectual property theft or imitation by competitors.

The Company is subject to data privacy rules such as HIPAA. Non-compliance with these rules could result in legal penalties and reputational damage and have an adverse effect on the Company’s results of operations and cash flows.

The Company is subject to data privacy and protection and breach notification laws and regulations that apply to the collection, transmission, storage and use of protected health information (“PHI”). The Health Insurance Portability and Accountability Act (“HIPAA”) establishes regulatory standards to protect PHI from being disclosed without a person’s consent. These regulations, in addition to other state laws, set standards for the security of electronic health information, including requirements that users receive notice regarding how their individually identifiable health information is used.

The legislative and regulatory landscape for privacy and data protection continues to evolve, and there has been an increasing focus on privacy and data protection issues with the potential to affect the Company’s business. Failure to comply with any of these laws and regulations could result in enforcement action against the Company, including fines, public censure, claims for damages by affected individuals, damage to the Company’s reputation and loss of goodwill, any of which could have a material adverse effect on its business, financial condition, results of operations or prospects. Ongoing efforts to comply with evolving laws and regulations may be costly and require ongoing modifications to the Company’s policies, procedures and systems.

Data privacy and security at the state level remains an evolving landscape. For example, California’s California Consumer Privacy Act of 2018 (“CCPA”), which came into effect on January 1, 2020, requires companies that process information on California residents to make new disclosures to consumers about their data collection, use and sharing practices, allow consumers to opt out of certain data sharing with third parties and provides a new cause of action for data breaches. In addition, on November 3, 2020, California voters approved a new privacy law, the California Privacy Rights Act (“CPRA”), which significantly modifies the CCPA, including by expanding consumers’ rights with respect to certain personal information and creating a new state agency to oversee implementation and enforcement efforts. This agency will be able to finance operations through penalties issued and with the CPRA’s removal of the mandatory cure period from CCPA, we will have less warning before compliance risk results in legal action. Many of the CPRA’s provisions will become effective on January 1, 2023. The CCPA and CPRA contain exemptions for medical information governed by the California Confidentiality of Medical Information Act, and for PHI collected by a covered entity or business associate governed by the privacy, security, and breach notification rule established pursuant to HIPAA, but the precise interpretation and application of this exemption by regulators is not yet clear.

Investment in the Company involves certain tax and ERISA risks of which Investors should be aware.

An investment in the Company involves certain tax risks of general application to all Investors and certain other risks specifically applicable to Keogh accounts, Individual Retirement Accounts and other tax-exempt Investors (see “Federal Income Tax Considerations” and “ERISA Considerations” below).

INVESTOR SUITABILITY STANDARDS

The Shares will not be sold to any person unless they are a “Qualified Purchaser”. A Qualified Purchaser includes: (1) an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933 (the “Securities Act”) and described below; or (2) all other Investors who meet the investment limitations set forth in Rule 251(d)(2)(C) of Regulation A. Such persons as stated in (2) above must conform with the “Limitations on Investment Amount” described below.

Accredited Investor

A prospective purchaser of the Shares will qualify as an “Accredited Investor” if he, she, or the entity meets any one of the following criteria:

·         Any natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, at the time of that person’s purchase, exceeds $1,000,000. For purposes of calculating net worth under this criterion:

(i)        The person’s primary residence shall not be included as an asset;

(ii)        Indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

(iii)        Indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability.

·         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 or spousal equivalent 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.

·         Any bank as defined in Section 3(a)(2) of the Securities 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 Exchange Act of 1934 (the “Exchange Act”); any investment advisor registered pursuant to Section 203 of the Investment Advisers Act of 1940 (the “Investment Advisors Act”) or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under Section 203(l) or (m) under the Investors Advisers Act; any insurance company as defined in Section 2(a)(13) of the Securities Act; any investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”) 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 Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act; 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 $5,000,000; 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.

·         Any private business development company as defined in Section 202(a)(22) of the Investment Advisors Act.

·         Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.

·         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 Securities Act.

·          Any entity in which all the equity owners are Accredited Investors.

·         Any entity, of a type not listed in the immediately preceding five criteria, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000 where “investments” for the purposes of this criterion is defined in Rule 2a51-1(b) under the Investment Company Act (17 CFR 270.2a51-1(b)).

·         Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer.

·         Any natural person who is a “knowledgeable employee,” as defined in Rule 3c-5(a)(4) under the Investment Company Act (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in Section 3 of such act, but for the exclusion provided by either Section 3(c)(1) or Section 3(c)(7) of such act.

·         Any “family office,” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act (17 CFR 275.202(a)(11)(G)-1):

(i)        With assets under management in excess of $5,000,000;

(ii)        That is not formed for the specific purpose of acquiring the securities offered; and

(iii)        Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment.

·         Any “family client,” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements defined in the immediately preceding criterion and whose prospective investment in the issuer is directed by such family office pursuant to the “family office” sub-criterion (iii) above.

·         Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution, the Commission will consider, among others, the following attributes:

(i)        The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution;

(ii)        The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing;

(iii)        Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and

(iv)        An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable.

Rule 251(d)(2)(C) “Limitations on Investment Amount”

No sale of securities may be made in this Tier 2 offering of Shares that are not listed on a registered national securities exchange upon qualification, unless the purchaser is either an Accredited Investor as defined above or the aggregate purchase price to be paid by the purchaser for the Shares (including the actual or maximum estimated conversion, exercise, or exchange price for any underlying securities that have been qualified) is no more than ten percent (10%) of the greater of such purchaser's:

(1) Annual income or net worth if a natural person (with annual income and net worth for such natural person purchasers determined as provided in Rule 501 (§ 230.501)); or

(2) Revenue or net assets for such purchaser's most recently completed fiscal year end if a non-natural person.

Each person acquiring Shares may be required to represent that he, she, or it is purchasing the Shares for his, her, or its own account for investment purposes and not with a view to resell or distribute the securities.

Each prospective purchaser of Shares may be required to furnish such information or certification as the Company may require determining: (1) whether any person or entity purchasing Shares is an Accredited Investor if such is claimed by the Investor; and/or (2) whether any person or entity purchasing the Shares meets the Limitations on Investment Amount as defined at Rule 251(d)(2)(C) of Regulation A.

DILUTION

The Offering is for 2,440,000 common shares. A total of 6,341,625 common shares of the Company have been issued prior to the Offering, with 6,076,000 of those shares issued to two officers, Ernest Lee and Gagan Singh, and assignees of one director, Myron Karasik, reflecting services and resources previously provided to the Company. There is a material disparity between the effective cash cost to these officers and assignees of one director compared to the proposed public offering price. The 6,076,000 common shares (collectively, “Founder Equity”) were granted on January 22, 2025, at a nominal effective cash cost of $0.001 per share in recognition of (i) an aggregate $62,000 of working-capital advances already made by the founder, and (ii) thousands of uncompensated hours devoted since September 2024 to business formation, market research, intellectual property development, strategic execution, vendor diligence, and regulatory strategy. The grant was therefore compensation for past services (“sweat equity”) and capital advances, not a dividend or other return on investment.

On the same date the Company issued an additional 265,625 shares to employees and consultants for professional services rendered during the start-up phase, bringing the total shares outstanding prior to this Offering to 6,341,625.

Consistent with ASC 718, the fair value of each grant—measured as the contemporaneous cash price paid by unrelated service providers—was recorded as (1) share-based compensation expense or prepaid expense and (2) a corresponding credit to additional paid-in capital. Because the issuances were not pro-rata to existing shareholders and did not alter the par value or the rights of any class of stock, they are not analogous to a stock split or stock dividend.

SAB Topic 4.C requires retroactive presentation for changes in capital structure that are “similar to a stock dividend or split,” i.e., proportionate distributions to all holders that merely increase the number of shares without increasing the entity’s resources. The Founder Equity and service-provider grants:

·       were issued to specific individuals as consideration for identifiable services and cash advances;

·       increased the Company’s contributed capital (additional paid-in capital) in exchange for those services/advances; and

·       were not issued on a pro-rata basis to all then-existing shareholders.

In consideration of SAB Topic 4-C and required disclosures for these grants after December 31, 2024, Management has considered the retroactive effect in the balance sheet. Based on the Management assessment that the transactions represent compensatory issuances, not stock dividends or splits, and therefore do not require retroactive restatement of the balance sheet under SAB Topic 4.C. For transparency, Note E in the attached financial statements at Part F/S already discloses the post-balance-sheet share issuances and their impact on total shares outstanding.

Because the shares were issued for bona-fide consideration (services and capital advances) and not out of retained earnings, they should not be interpreted as dividends or other distributions of earnings. The Company has never declared or paid any cash or stock dividend.

The Company issued its Series A Convertible Promissory Note to Dr. Steven Gest on March 28, 2025. This Note converts into common shares of the Company and should the Company determine to convert, the Company’s common shareholders’ ownership would be diluted.

PLAN OF DISTRIBUTION

The Shares will not be sold to any person unless they are a “Qualified Purchaser”. A Qualified Purchaser includes: (1) an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933 (the “Securities Act”); or (2) all other Investors who meet the investment limitations set forth in Rule 251(d)(2)(C) of Regulation A. Such persons as stated in (2) above must conform with the “Limitations on Investment Amount”. For further information please see the heading entitled “Investor Suitability Standards” above.

How to Invest

Subscription Agreement

All investors will be required to complete and execute a subscription agreement. Subscriptions shall be submitted electronically at the Portal. Generally, when submitting a subscription agreement electronically, a prospective investor will be required to agree to various terms and conditions by checking boxes and to review and electronically sign any necessary documents. Investors may pay the purchase price for your Shares by check, ACH, credit card, or wire of your subscription purchase price in accordance with the instructions in the subscription agreement. All checks should be made payable to “FirstVitals Inc.” The Company reserves the right to schedule when and where closings will occur. Once a subscription has been submitted, an investor will not have the right to request the return of its subscription payment. If the subscription is rejected by the Company, it will return the subscriber funds immediately. It is expected that settlement will occur on the same day as each closing date.

By completing and executing the subscription agreement an Investor will also acknowledge and represent that the Investor has received a copy of this Circular, that the Investor is purchasing the Shares for the Investor’s own account and that the Investor’s rights and responsibilities regarding its Shares will be governed by the Bylaws included as an exhibit to the Circular.

Broker-Dealer Compensation

The Offering will be made through general solicitation, direct solicitation, and marketing efforts whereby Investors will be directed to the Portal to invest. The Company has engaged Andes, an independent FINRA broker-dealer to support the Share sales. Andes’ commissions are one percent (1%). If Andes’ efforts lead to sales of $20,740,000.00 of the Shares, the commissions to be paid would be one percent (1%) or $207,400.00. The Offering is conducted on a best-efforts basis. Andes is not purchasing or selling any Shares offered in this Offering. No commissions or any other remuneration for the Shares sales will be provided to the Company, the Officers, or Directors, relying on the safe harbor from broker-dealer registration set forth in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended. The Company will also pay Andes a $5,000.00 non-refundable due diligence fee, and a $3611 filing fee, in connection with the Offering. Andes Capital will also offer Investor Outreach Services, where Andes will introduce the Offering to a network of accredited investors. Should any Investors originate from the Investor Outreach Services, the Company will pay Andes five percent (5%) of the amount raised.

In connection with the Offering, Andes has agreed to: 1) review Investor information, including compliance with rules, regulations, and guideline associated with Know-Your-Customer data, Anti-Money-Laundering requirements; 2) review Investor subscription agreements and confirm compliance with accredited investors rules; and 3) provide payment avenues for Investors to invest in the Offering. Andes will keep all Investor information confidential and not disclose any Investor information to a third party unless required by regulatory agencies or as part of the services it provides.

USE OF PROCEEDS

The Company hereby reserves the right to change the anticipated or intended Use of Proceeds of this Offering as described in this Section and as described elsewhere within this Offering Circular.

The Company expects that the development, marketing, and distribution of the FirstVitals VCE Platform will require 12 months.

The Company will deploy funds from the Offering and to pursue its business plan immediately. The Company will begin scaled operations and the management will determine the best use of the scaled proceeds. There is no assurance that the Company will obtain capital investments equal to the Maximum Offering Amount.

The following table is an illustration and estimate of how the Company may use the proceeds of the Offering. The Company may determine to use the proceeds in different ways and in different amounts.

The Proceeds raised from this Offering will be utilized to achieve the following strategic objectives:

(1) Product Development: Enhance the Company’s AI Video Capsule Endoscopy Platform and continue research and development to ensure the highest levels of accuracy and reliability.

(2) Sales and Marketing: Increase brand awareness, drive customer acquisition, and engage in targeted marketing campaigns to expand the Company’s user base and strengthen market presence.

(3) Operations and Infrastructure: Scale operational capacity, streamline logistics for capsules and receivers distribution, and invest in the infrastructure needed to support a growing customer base.

(4) Regulatory Compliance and Quality Assurance: Ensure compliance with healthcare regulations, including FDA approvals and HIPAA requirements. Invest in quality assurance to maintain the integrity of the Company’s diagnostic tests.

(5) General and Administrative: Cover administrative and overhead expenses including employee costs, legal fees, and other corporate needs as the Company scales its business.

(6) Working Capital: Maintain liquidity for day-to-day operations and address any unforeseen challenges as the Company continues to grow.

(7) Organization and Offering Expenses: The Company will use Proceeds from this Offering to reimburse Ernest Lee for expenses related to the Offering. This amount will include payment of the Company’s Promissory Notes issued to Ernest Lee, the Company’s CEO. The Promissory Notes are an aggregate principal amount of $62,000.00 and accrue interest at 5% per annum. Please see “Interest of Management and Other Persons In Certain Transactions”.

The Company may determine to use proceeds, especially proceeds designated as product development, to pursue strategic acquisitions or ventures that are consistent with its diagnostic model and accomplish the initiatives outlined in the Use of Proceeds above. The Company may determine to use the proceeds designated for product development to include a strategic alliance with Augere Medical AS, a software developer specializing in AI enhancements for use in imaging the gastrointestinal system.  As described under “Plan of Operations”, the Company has executed a non-binding Memorandum of Understanding with Augere Medical AS.  The Company reserves the right to change the anticipated or intended Use of Proceeds, and if the Company determines that its needs for its AI component of the VCE are best served by an investment into, and product development agreement with, Augere Medical AS, then proceeds of the Offering will be used to engage Augere Medical AS pursuant to a definitive agreement based on the terms of the Memorandum of Understanding.

The Company has entered into negotiations for an exclusive worldwide territorial and licensing rights from multiple VCE companies who have already obtained FDA 510(k) clearance for human use in the United States.   The Company would then pursue FDA 510(k) clearance to incorporate AI into the existing FDA 510(k) approval. 

DESCRIPTION OF THE BUSINESS

FirstVitals’ Mission: Advancing AI-Enhanced Video Capsule Endoscopy for Human and Animal Health

Smarter Diagnostics. Faster Detection. Better Health.

FirstVitals is dedicated to transforming gastrointestinal (GI) diagnostics through cutting-edge AI-enhanced Video Capsule Endoscopy (VCE) technology. The Company’s mission is to revolutionize early detection and monitoring of GI conditions in both humans and animals, ensuring faster, more accurate, and minimally invasive diagnostics for patients of all kinds.

Video capsule endoscopy (VCE) is a non-invasive diagnostic tool that allows visualization of the gastrointestinal (GI) tract, particularly the small intestine, which is challenging to assess with traditional endoscopy. Traditional endoscopic procedures, while effective, are often costly, invasive, and require specialized medical infrastructure, limiting access for many patients. The Company’s AI-powered VCE platform is designed to bridge this gap, providing automated, precise, and scalable diagnostics for both human and animal health.

Physicians most commonly prescribe VCE when conventional endoscopy fails to locate the source of obscure gastrointestinal bleeding, which accounts for roughly five percent of all GI bleeds in the United States. The primary health conditions in humans warranting the use of VCE include Obscure Gastrointestinal Bleeding (OGIB), Crohn’s Disease, small intestine tumors, Celiac Disease, Nonsteroidal Anti-Inflammatory Drug (NSAID)-Induced Enteropathy, and polyposis syndromes. Although each indication varies in prevalence, all share the same clinical challenge: lesions that reside deep within the small bowel are difficult to visualize by standard endoscopic means, making capsule-based imaging a practical alternative. OGIB refers to bleeding of unknown origin that persists or recurs after initial negative evaluations, often originating from the small intestine, and accounts for approximately 5% of all GI bleeding cases.¹ Crohn's Disease is a type of inflammatory bowel disease that can affect any part of the GI tract but commonly involves the small intestine. In the United States, Crohn's disease affects about 780,000 individuals.² Small intestine tumors may include neoplasms occurring in the small bowel, including benign and malignant tumors. Small intestine cancers are relatively rare, with approximately 11,000 new cases diagnosed annually in the U.S.³ Celiac disease is an autoimmune disorder where ingestion of gluten leads to damage in the small intestine, and it affects about 1% of the U.S. population, though many cases remain undiagnosed.⁴ NSAID-Induced Enteropathy is an injury to the small intestine lining caused by prolonged NSAID use, leading to ulcers and bleeding.⁵ Polyposis syndromes are genetic disorders characterized by the development of multiple polyps in the GI tract, increasing cancer risk. Conditions like the Peutz-Jeghers polyposis syndrome are rare, with an incidence of approximately between 1 in 25,000 to 300,000 individuals.⁶

Bridging Human and Animal Healthcare

FirstVitals recognizes the critical overlap between human and animal health. Just as GI disorders significantly impact human well-being, companion pets, and the equine industry also suffer from undiagnosed and untreated GI conditions. By expanding AI-enhanced VCE to veterinary applications, the Company empowers veterinarians and pet owners with the same level of advanced diagnostics available in human medicine—ensuring timely treatment and improved quality of life for animals.

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¹ ASGE Standards of Practice Committee (2010). “The role of endoscopy in the management of obscure GI bleeding.” Gastrointestinal Endoscopy, 72(3), 471–479.These guidelines note that OGIB constitutes roughly 5% of GI bleeding cases, often requiring capsule endoscopy for diagnosis.

² CDC – Inflammatory Bowel Disease (IBD) data (https://www.cdc.gov/ibd/data-statistics.htm); Kappelman, M. D., et al. (2007). “The prevalence and geographic distribution of Crohn’s disease and ulcerative colitis in the United States.” Clinical Gastroenterology and Hepatology, 5(12), 1424–1429.
CDC estimates place the U.S. Crohn’s population between 700,000–800,000

³ American Cancer Society (ACS) – “Key Statistics for Small Intestine Cancer” (https://www.cancer.org/cancer/small-intestine-cancer/about/key-statistics.html); According to ACS, about 11,190 new cases of small intestine cancer (6,060 men and 5,130 women) were expected in the U.S. in 2023.

⁴ NIH – National Institute of Diabetes and Digestive and Kidney Diseases (NIDDK): “Celiac Disease.” (https://www.niddk.nih.gov/health-information/digestive-diseases/celiac-disease); Rubio-Tapia, A., et al. (2012). “The prevalence of celiac disease in the United States.” The American Journal of Gastroenterology, 107, 1538–1544. These studies confirm ~1% prevalence, with many cases undiagnosed.

⁵ Maiden, L., et al. (2005). “Gastrointestinal damage associated with the use of nonsteroidal anti-inflammatory drugs: a review of new findings and insights.” Current Opinion in Rheumatology, 17(2), 153–158; Bjarnason, I., et al. (2018). “Mechanisms of damage to the gastrointestinal tract from nonsteroidal anti-inflammatory drugs.” Gastroenterology, 154(3), 500–514.
Studies using capsule endoscopy have shown that 50–70% of chronic NSAID users develop some degree of small bowel injury.

⁶ https://medlineplus.gov/genetics/condition/peutz-jeghers-syndrome/#frequency

Artificial Intelligence Enhancement

The Company plans to develop an Artificial Intelligence (AI) enhancement to the Company’s VCE platform. The Company believes that the AI component will improve diagnostic accuracy, reduce review time, and increase accessibility.

AI algorithms, particularly deep learning models, can analyze vast amounts of VCE images to identify abnormalities such as bleeding, ulcers, polyps, and tumors with high precision. For instance, a convolutional neural network (CNN)–based algorithm has been associated with increased detection rates of small bowel capsule endoscopy findings and reduced video review times.⁷ As AI algorithms are improved, abnormalities will be reviewed with standardized analysis, reducing variability in interpretations among different clinicians.

Manual review of VCE footage is time-consuming, often requiring clinicians to examine tens of thousands of frames. AI can pre-screen these images, highlighting frames with potential abnormalities and thereby significantly reducing the workload. Studies have shown that AI applications can decrease the total number of images a clinician needs to review, thus expediting the diagnostic process. ⁸

Advanced AI-empowered wireless video endoscopic capsules have been developed to perform real-time analysis, providing immediate diagnostic insights during the procedure. This capability can lead to quicker clinical decisions and interventions. ⁹

AI models can be trained to recognize a wide range of small bowel pathologies, enhancing the diagnostic yield of VCE. Recent developments include AI applications capable of accurately identifying multiple types of small bowel lesions, thereby supporting more comprehensive diagnostics. ¹⁰

AI can help mitigate issues such as image artifacts and data imbalance, which are inherent challenges in VCE, leading to clearer images and more reliable diagnostics. ¹¹

In summary, the integration of AI into video capsule endoscopy holds the promise of transforming gastrointestinal diagnostics by improving accuracy, reducing clinician workload, enabling real-time analysis, and overcoming existing technical challenges.

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⁷ https://jamanetwork.com/journals/jamanetworkopen/fullarticle/2794207?utm_source=chatgpt.com

⁸ https://www.oaepublish.com/articles/2574-1225.2023.102?utm_source=chatgpt.com

⁹ Id.

¹⁰ https://bmcgastroenterol.biomedcentral.com/articles/10.1186/s12876-024-03482-7?utm_source=chatgpt.com

¹¹ https://arxiv.org/abs/2308.13035?utm_source=chatgpt.com

Market Opportunity: Total Addressable Human Market (TAM) in the U.S.

Estimating the TAM for VCE involves considering the prevalence of these conditions and the potential number of procedures. If 5% of GI bleeding cases are classified as OGIB, and assuming 300,000 annual GI bleeding incidents, approximately 15,000 cases may require VCE¹². With 780,000 individuals affected by Crohn’s Disease, if 10% of those affected individuals undergo VCE annually, that would amount to 78,000 procedures. As noted above, The American Cancer Society estimates 11,000 new cases of small intestine tumors annually which could result in 11,000 VCE procedures. Even if only 1% of the 3 million Americans affected with Celiac Disease undergo VCE for diagnostic purposes that equates to 30,000 procedures. It is difficult to estimate how many Americans are chronic NSAID users, but reporting by Nature.com puts this number near 29 million¹³. If 0.5% of that population develop complications requiring VCE, there would be at least 5,000 VCE procedures. Given the rarity of polyposis syndromes, the number of VCE procedures would be relatively low.

Summing these estimates, the potential annual human VCE procedures in the U.S. could range between 100,000 to 150,000. With an average procedure cost of $1,000¹⁴, the TAM would be approximately $100 million to $150 million annually.

The global capsule endoscopy market was valued at around $482.8 million in 2022 and is projected to grow at a compound annual growth rate (CAGR) of 9.6% from 2023 to 2030¹⁵.

Total Addressable Market For Veterinary Care

The Total Addressable Market (TAM) for veterinary endoscopy, encompassing both companion pets and large animals, is experiencing notable growth. As of 2022, the global veterinary video endoscopy market was valued at approximately USD 188.95 million and is projected to reach USD 336.76 million by 2030, reflecting a Compound Annual Growth Rate (CAGR) of 7.77% during this period. ¹⁶

In 2024, the market size is anticipated to be around USD 213.82 million, with expectations to exceed USD 554.13 million by the end of 2037, indicating a CAGR of over 7.6% from 2025 to 2037. ¹⁷

Specifically focusing on capsule endoscopy within the veterinary sector, the global capsule endoscopy market was estimated at USD 537.10 million in 2023, with a projected CAGR of 9.29% from 2024 to 2030. ¹⁸

While this figure encompasses both human and veterinary applications, the veterinary segment is contributing to this growth trajectory.

The increasing adoption of minimally invasive procedures, technological advancements, and a growing awareness of animal health are key drivers propelling the expansion of the veterinary endoscopy market.¹⁹

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¹² https://www.aafp.org/pubs/afp/issues/2020/0301/p294.html?utm_source=chatgpt.com

¹³ https://www.nature.com/articles/s41598-024-56665-3?utm citing https://onlinelibrary.wiley.com/doi/full/10.1002/pds.3463

¹⁴ https://www.cms.gov/files/document/cy-2024-opps-preliminary-ratesetting-data-two-times-file-january-september-2022-data.pdf?utm_source=chatgpt.com and https://www.mdsave.com/procedures/capsule-endoscopy/d784fece?utm_source=chatgpt.com

¹⁵ https://www.grandviewresearch.com/industry-analysis/capsule-endoscopes-market

¹⁶ https://www.grandviewresearch.com/industry-analysis/veterinary-endoscopes-market-report

¹⁷ https://www.researchnester.com/reports/veterinary-video-endoscopy-market/5335?utm_source=chatgpt.com

¹⁸ https://www.grandviewresearch.com/industry-analysis/capsule-endoscopes-market

¹⁹ https://www.marketresearchfuture.com/reports/veterinary-endoscope-market-26360

Investment Potential

FirstVitals is plans to disrupt the gastrointestinal diagnostics market with its AI-VCE platform, unlocking significant revenue opportunities in both human and veterinary healthcare. By enhancing diagnostic accuracy, reducing procedure costs, and expanding access to non-invasive imaging, FirstVitals expects to transform how GI diseases are detected and managed.

Integrating artificial intelligence (AI) into endoscopy and colonoscopy procedures presents significant commercialization potential, driven by advancements in diagnostic accuracy, real-time decision support, and workflow optimization. The global AI in endoscopy market was valued at approximately US$ 39.5 million in 2021 and is projected to reach over US$ 421.8 million by 2031, reflecting a compound annual growth rate (CAGR) of 26.9% during this period.²⁰

In 2023, the market size was estimated at US$ 58.1 million, with expectations to reach approximately US$ 838.9 million by 2033, indicating a CAGR of 30.6% from 2024 to 2033.²¹ The U.S., Europe, and Japan AI in endoscopy market was valued at US$ 46.4 million in 2022 and is anticipated to grow at a CAGR of 26.4% from 2023 to 2031, reaching more than US$ 367.5 million by 2031.²²

These projections underscore the substantial commercialization opportunities for AI integration in endoscopic procedures, driven by the demand for enhanced diagnostic tools and improved patient outcomes.

Multiple Revenue Streams

The commercialization of AI in endoscopy and colonoscopy can be structured through multiple revenue-generating pathways, including partnerships, service models, and reimbursement strategies.

The Company expects to explore licensing its AI software to device manufacturers. The AI algorithms the Company develops can be integrated into endoscopic hardware manufactured by companies like Olympus, Medtronic, Pentax Medical, and Karl Storz. The Company’s AI software can be bundled with new endoscope sales, increasing the value proposition for hospitals and clinics. Further, the Company’s AI technology can be embedded into existing hardware via firmware updates, creating a seamless integration for hospitals already using specific brands.

The Company may offer a subscription-based solution to hospitals and clinics for monthly or per-use fee for AI-powered polyp and lesion detection during procedures. This service would include scan as well as Cloud based analytics and reporting.

The Company may develop standalone AI-assisted software that integrates with existing imaging platforms, allowing hospitals to adopt AI without changing their hardware. This could be accomplished through enterprise licensing, allowing large hospital networks to pay a one-time or annual licensing fee to deploy AI across multiple locations.

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²⁰ https://www.transparencymarketresearch.com/us-europe-and-japan-ai-in-endoscopy-market.html?utm_source=chatgpt.com

²¹ https://media.market.us/ai-in-endoscopy-market-news-2024/?utm_source=chatgpt.com

²² https://www.transparencymarketresearch.com/us-europe-and-japan-ai-in-endoscopy-market.html?utm_source=chatgpt.com

Once the Company develops a significant dataset from colonoscopies, data can be anonymized and sold to pharmaceutical and research institutions for developing better treatments. Further, Company clients can use AI to predict patient risks for colorectal cancer based on historical scans.

Future Development Roadmap

To make AI-VCE more competitive with traditional endoscopy/colonoscopy, the Company will consider employing several strategies in the future. Instead of replacing traditional endoscopy, the Company believes AI-powered VCE can be positioned as a pre-screening tool, identifying high-risk patients who need therapeutic intervention. Pre-screening can reduce the number of unnecessary colonoscopies for low-risk patients and prioritize patients based on polyp risk, streamlining gastroenterologist workflows.

The next generation of capsule endoscopy is already being planned. Emerging technologies include robotic capsules and smart capsules with biopsy capabilities. Smart capsules could use AI to identify polyps and ulcers in real-time and be equipped with targeted drug delivery or biopsy tools for non-invasive intervention. Robotic capsules could be utilized for polyp removal.

Positive Social Impact

FirstVitals is not just developing cutting-edge healthcare technology—it is committed to making a meaningful social impact by improving access, accuracy, and outcomes in gastrointestinal (GI) healthcare for both humans and animals. By leveraging AI-enhanced Video Capsule Endoscopy (VCE), FirstVitals will address critical healthcare disparities, reducing costs, and enhancing quality of life for millions worldwide.

The Company believes that AI-enhanced VCE will expanding access to life-saving diagnostics. Globally, millions of people lack access to traditional endoscopic procedures due to geographic barriers (rural communities with limited medical infrastructure), financial constraints (high costs of traditional colonoscopy and endoscopy), or medical risks (patients who cannot tolerate sedation or invasive procedures). FirstVitals will develop an AI-enhanced VCE to offer a non-invasive, affordable, and scalable alternative, allowing early detection of GI diseases without requiring a hospital setting. Mobile health clinics and telemedicine partnerships can deploy VCE for underserved communities, ensuring more people receive preventative and early-stage care before conditions become critical.

AI-enhanced VCE will assist early detection of colorectal cancers and GI diseases. Colorectal cancer is the second leading cause of cancer-related deaths globally, yet one-third of eligible patients do not undergo screening due to the discomfort or cost of colonoscopy. Veterinary GI disorders in pets and horses often go undiagnosed, leading to painful conditions and economic losses for owners.. The AI-enhanced VCE that FirstVitals will developing can increase screening rates, identifying polyps, ulcers, and GI bleeding earlier, ultimately reducing preventable deaths. For animals, early and accurate GI disease detection leads to better veterinary care, enhancing animal welfare and sustainability.

The Company expects that AI-enhanced VCE for animals will allow for earlier, cost-effective intervention, improving animal welfare. Companion pets and competitive horses frequently suffer from undiagnosed GI disorders, leading to avoidable suffering and economic losses. Many pet owners cannot afford expensive veterinary endoscopic procedures, leading to delayed or missed diagnoses. For competitive horse owners and veterinarians, more accurate diagnostics can prevent significant financial losses.

Finally, FirstVitals believes AI democratizes access to advanced diagnostics, ensuring that quality healthcare is not limited to wealthy or urban populations. By reducing dependence on specialists, AI-powered diagnostics empower primary care providers, community health workers, and veterinarians to deliver better care at a lower cost.

Why Invest in FirstVitals?

The Company believes that the VCE market is expanding and has high growth potential. The global capsule endoscopy market is projected to exceed $1.5 billion by 2030²³, fueled by the demand for minimally invasive diagnostics and AI-driven medical imaging solutions. The veterinary endoscopy market is a fast-growing segment, addressing unmet needs in companion animals, equine, and livestock health.

AI will provide the FirstVitals with a competitive advantage. The Company believes that the AI technology it will bring to VCE will enhance detection rates for polyps, tumors, and GI bleeding, significantly reducing human error and diagnostic review time. AI-driven automation minimizes physician workload, enabling higher efficiency in clinical settings. FirstVitals will develop a robust AI dataset, continuously improving diagnostic accuracy and building an IP-protected competitive moat.

The Company expects to diversify its revenue streams by partnering with medical device manufacturers to integrate the Company’s AI-enhanced VCE technology into their existing product lines. FirstVitals may also offer an AI-as-a-Service (SaaS) subscription model for AI analysis for hospitals, clinics, and veterinary practices.

In an effort to bypass certain startup development concerns and regulatory hurdles, FirstVitals has engaged in negotiations with third parties to receive exclusive licensing rights for a VCE device that has already received FDA 510(k) clearance. If the Company is successful in acquiring these licensing rights, FirstVitals would actively pursue additional FDA approvals for AI integration.

With the convergence of AI, medical imaging, and minimally invasive diagnostics, FirstVitals is positioning itself in the next wave of GI healthcare innovation. The Company expects its AI-enhanced VCE platform will offer: 1) Lower cost, non-invasive diagnostics compared to traditional endoscopy; 2) Scalable AI-driven technology with high-margin software and data monetization opportunities; 3) Potential to have an exclusive FDA-cleared device rights in the U.S.—accelerating market entry; and 4) Diverse revenue models spanning B2B licensing, SaaS subscriptions, and direct clinical adoption.

The Company is actively seeking strategic investors and partners to fuel commercialization, expand market penetration, and drive innovation in AI-enhanced GI diagnostics.

Proven Leadership Driving Innovation and Market Growth

FirstVitals is led by a seasoned executive team with a proven track record of success across healthcare, technology, and business development. Its leadership combines deep industry expertise, entrepreneurial vision, and operational excellence to drive innovation and market adoption. With decades of experience in scaling healthcare technologies, securing regulatory approvals, and executing high-growth strategies, the team is positioned to navigate complex industry challenges and capitalize on emerging opportunities. Their strategic foresight and executional strength will help FirstVitals deliver transformative solutions that enhance patient outcomes and redefine industry standards.

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²³ https://www.statista.com/statistics/1257609/worldwide-capsule-endoscopy-revenues/

Plan of Operations

The Company has entered into negotiations for an exclusive worldwide territorial and licensing rights from VCE companies who have already obtained FDA 510(k) clearance for human use in the United States. The Company will pursue FDA 510(k) clearance to incorporate AI into the existing FDA 510(k) approved devices.

Upon a successful completion of this Offering, FirstVitals' operations will focus around three key areas: FDA AI clearance, market entry, and growth scaling. In furtherance of FDA AI clearance, management intends to secure an exclusive license to an FDA-cleared capsule system, finalize a statement-of-work with an external artificial-intelligence contractor, and assemble a de-identified image library that will be used to train a proof-of-concept lesion-detection model. These steps will lead to the development of an AI enhanced VCE prototype. Concurrently, the Company plans to begin a limited pilot in one gastroenterology practice and to negotiate a clinical-study agreement with a U.S. veterinary teaching hospital. These steps will inform the design of a future FDA 510(k) pre-submission covering AI integration. Upon acceptable pilot results, the Company will scale its sales and marketing resources, expand pilot enrollment to multiple clinical sites, and refine the software to meet regulatory-grade performance targets. Additional capital will fund geographic expansion and accelerated data collection, both of which are prerequisites for a formal FDA submission and for commercialization in the equine and companion-pet markets.

The Company has not executed, and is not currently a party to, any binding agreement (e.g., services agreement, clinical-study agreement, or memoranda of understanding) with any equine hospital. Management will plan to have introductory meetings with U.S. equine referral centers and the Company does not expect to negotiate definitive terms until after this Offering is completed and initial AI feasibility results are available.

Subject to sufficient funding, the Company intends to assemble an initial dataset of de-identified equine and companion-animal gastrointestinal (“GI”) images in collaboration with at least one veterinary teaching hospital, engage an external AI contractor under a statement-of-work to build a proof-of-concept convolutional neural-network model for automated ulcer and bleed detection; and evaluate whether to license the resulting source code or commission further development toward a regulatory-grade product.

Human Market Pilot

The Company will engage in a pilot program designed to validate AI-enhanced VCE performance in detecting GI abnormalities compared to traditional endoscopy. This pilot program would be conducted with leading hospitals, GI clinics, and telemedicine providers and would involve 100-200 patients with varying GI risk factors. The Company will track AI diagnostic accuracy, workflow efficiency, and patient adoption rates and expects to receive data-driven case studies for FDA submission and commercial rollout.

Equine Market Pilot

The Company’s pilot program will focus on the effectiveness of AI-enhanced VCE in diagnosing equine GI disorders. This pilot program would include equine hospitals, research centers, and large-scale farms and involve 50-100 horses with suspected GI conditions. The Company will track AI detection rate for ulcers, colic, and obstructions compared to traditional methods with the expected result of commercial validation and the eventual expansion to broader veterinary applications (companion animals, livestock).

Intellectual Property & AI Enhancements

The Company has engaged a management team of professionals with the expertise to develop a VCE operation and steer the VCE through FDA regulatory approval. However, the Company is also considering the value of partnering with other existing VCE manufacturers to receive the rights to FDA cleared VCE technology. If the Company determines to progress its business plan through acquisition of VCE technology, the Company would negotiate for exclusive worldwide licensing rights to core (FDA Cleared) VCE technology. The Company would then begin development of the AI enhancements. These enhancements would include modifications, improvements, and AI-driven developments, such as deep neural networks for automated lesion detection, enhanced characterization, and increased diagnostic accuracy.

For purposes of this Offering Circular, the Company uses the term “Artificial Intelligence” to mean machine-learning models—principally deep-learning neural-network algorithms—that learn statistical patterns from labeled data and generate predictions (e.g., lesion detection) without requiring rule-based programming. This differs from traditional image-processing software, which relies on fixed, manually coded rules and does not improve its performance through data-driven training.

The Company expects any future AI functionality to be developed primarily by third-party vendors or open-source frameworks (e.g., PyTorch or TensorFlow) under a license or work-for-hire arrangement. The Company does not presently employ in-house AI engineering staff and does not own any proprietary AI code. All algorithm training, validation, and deployment services are expected to be outsourced until the Company has sufficient scale to justify internal development.

The Company has not yet developed an AI product and therefore has no AI-related revenues, no regulatory submissions, and no AI intellectual property filings.

The Company is currently reviewing alliances with other companies to develop the AI enhancements. Under any future agreement, FirstVitals would exclusively own any AI advancements independently developed by the Company, including enhancements for both human and animal health applications. By advancing AI capabilities within VCE, FirstVitals will ensure a defensible IP strategy, driving both technological superiority and market differentiation.

Non-Binding Memorandum of Understanding with AI Developer, Augere Medical AS

On July 17, 2025, the Company entered into a non-binding Memorandum of Understanding with Augere Medical AS, a Norwegian private limited company (“Augere”), whereby Augere would exclusively develop the AI component of the Company’s AI enhanced VCE.  Augere has significant experience in AI development for colonoscopies.  Augere has already brought to market a regulatory-approved AI enhanced device to support AI assisted polyp detection during colon cancer screening.  The parties are negotiating a definitive agreement which is conditional upon successful completion of this Offering.  The Company will not enter into a definitive agreement with Augere, or any other party, if the Company has not successfully completed the Offering to the Company’s needs and satisfaction to pursue its business plan. The parties intend to execute a definitive agreement prior to August 31, 2025, the date the Memorandum of Understanding expires unless mutually extended.

The definitive agreement will include terms for a direct investment into Augere as well as terms for development of AI models pursuant to a Product Development Agreement and Statements of Work.  FirstVitals will make a $2,000,000 investment into Augere in return for 10% equity in Augere.  The parties have negotiated the structure of their first cost-plus-estimated-target-fee Statement of Work.  Augere will develop the AI model for Small Bowel Indication for a human video capsule.  FirstVitals will pay $1,250,000, which will include $845,000 for Direct Development Costs, $270,000 towards overhead, and $135,000 for a fixed fee.  FirstVitals will pay 50% of this upon execution of the Statement of Work, 30% on the algorithm delivery, and 20% upon submission to the FDA for 510(k) submission.  FirstVitals will own all intellectual property developed under the Statement of Work.

FirstVitals and Augere intend to maintain a partnership to improve the AI models and develop new models for other indications.  The definitive agreement will include an Annual Service and Improvement Fee (“ASF”) which will be equal to the great of (a) 18% of the cumulative Direct Development Costs associated with the Statement of Work or (b) $250,000.00 (which will be adjusted annually by the lesser of 3% or U.S. Consumer Price Index).  The ASF will cover model monitoring, periodic retraining, software patching, cybersecurity, and regulatory file maintenance.  Augere will also be entitled to a 3.5% royalty on all Net AI Revenue (defined as gross amounts actually received for AI-enabled interpretive services, less refunds, taxes, freight, and third-party billing fees).  However, this royalty will be set off by any amounts paid to Augere as the ASF.  The parties have agreed to negotiate additional tiered success-based royalties in the definitive agreement tied to new indications and accelerated commercialization.

Under a definitive agreement, FirstVitals would receive perpetual exclusive rights for worldwide commercialization of the human AI capsule technology, as defined in the Product Development Agreement. Rights will include all derivative and improvement technologies required for commercialization. FirstVitals will receive perpetual exclusive rights for worldwide commercialization of the veterinary markets including but not limited to companion pets, and equine AI capsule technology, as defined in the Product Development Agreement. Rights will include all derivative and improvement technologies required for commercialization.  Augere currently has an AI enhanced detection platform designed for real-time polyp detection.  FirstVitals has an option to future investment into Augere, and if the Company determines to invest as a lead investor at least 50% of the amount Augere is seeking, Augere will grant exclusive commercial rights to the US market for the Barrett’s esophagus AI model for a period of 24 months after FDA clearance with an option to extend for another 12 months upon meeting agreed-upon performance milestones.

DESCRIPTION OF PROPERTY

The Company does not own property but expects to lease appropriate office space.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

FirstVitals plans to revolutionize gastrointestinal (GI) diagnostics through AI-enhanced VCE—an advanced, non-invasive, and highly scalable technology that addresses the critical need for early and accurate detection of GI diseases in both human and veterinary medicine. GI disorders, including colorectal cancer, inflammatory bowel disease (IBD), ulcers, and polyps, represent a multibillion-dollar healthcare challenge worldwide. Traditional endoscopic procedures, while effective, are often costly, invasive, and require specialized medical infrastructure, limiting access for many patients. The Company’s AI-powered VCE platform will be designed to bridge this gap, providing automated, precise, and scalable diagnostics for both human and animal health.

As a startup, the Company’s operations are in the early stages, focusing on product development, regulatory compliance, and market positioning. This Management's Discussion and Analysis (MD&A) provides insights into the current financial condition, results of operations, and future strategies of FirstVitals, as the Company works towards the successful launch and commercialization of its AI-Enhanced Video Capsule Endoscopy platform.

FirstVitals is dedicated to transforming gastrointestinal (GI) diagnostics through cutting-edge AI-enhanced Video Capsule Endoscopy (VCE) technology. Our mission is to revolutionize early detection and monitoring of GI conditions in both humans and animals, ensuring faster, more accurate, and minimally invasive diagnostics for patients of all kinds.

Empowering GI Diagnostics with AI

Gastrointestinal disorders—ranging from inflammatory bowel disease (IBD), ulcers, polyps, and cancers—affect millions of humans and animals worldwide. Traditional endoscopic procedures, while effective, are often invasive, uncomfortable, and inaccessible to many patients. FirstVitals is committed to changing that by integrating artificial intelligence (AI) into VCE technology, offering a smarter, more efficient, and non-invasive solution for GI health.

Bridging Human and Animal Healthcare

FirstVitals recognizes the critical overlap between human and animal health. Just as GI disorders significantly impact human well-being, companion pets, horses and livestock, also suffer from undiagnosed and untreated GI conditions. By expanding AI-enhanced VCE to veterinary applications, the Company will empower veterinarians and pet owners with the same level of advanced diagnostics available in human medicine—ensuring timely treatment and improved quality of life for animals.

The Company believes early detection saves lives—whether for humans, pets, or livestock. By partnering with healthcare professionals, veterinarians, and researchers, FirstVitals expects that AI-driven innovation will set new standards in GI diagnostics.

Financial Position & Growth Outlook

FirstVitals is in the pre-revenue phase. The Company is in negotiations with companies who manufacture FDA-cleared video capsules and plans to upgrade these capsules with AI technology to capture market share in both human and equine GI diagnostics. The Company will focus on scaling commercialization efforts, securing regulatory approvals for AI integration, and expanding its revenue streams through SaaS and licensing agreements.

Revenue Trends & Key Drivers

In the short-term period (current to end of 2026): FirstVitals expects to drive revenue growth by pilot program validation, initial hospital and veterinary adoption, and strategic licensing partnerships. The Company plans to shift to a mid-term approach in 2027-2028 by expanding into broader healthcare networks, increasing veterinary adoption, and initiating penetration into international markets. The Company has a long-term expectation beginning in 2029, after establishing a significant foothold into market share, FirstVitals intends to grow with sustainable revenue from recurring SaaS and licensing fees, expansion into companion animal and livestock markets, and continued AI advancements.

By following this strategic roadmap, FirstVitals is planning for sustainable growth, competitive differentiation, and long-term revenue expansion in both human and veterinary healthcare sectors.

Why It Matters to Revolutionize GI Diagnostics Through AI-Enhanced VCE

Gastrointestinal (GI) diseases represent a major global health burden, affecting millions of humans and animals. Many of these conditions—such as colorectal cancer, inflammatory bowel disease (IBD), ulcers, and gastrointestinal bleeding—often go undiagnosed or misdiagnosed due to limitations in current diagnostic tools. The Company believes the integration of AI-enhanced Video Capsule Endoscopy (VCE) is transformational for several key reasons.

VCE addresses GI diseases, which are among the most widespread medical conditions. Colorectal cancer is the second leading cause of cancer-related deaths worldwide²⁴ but over 40% of people avoid traditional colonoscopies due to discomfort, cost, or access barriers²⁵. Veterinary GI disorders (colic, ulcers, IBD) account for over 50% of equine medical expenses and are a leading cause of mortality in livestock²⁶. Delayed or missed diagnoses lead to severe complications, higher treatment costs, and increased mortality rates.

VCE provides a non-invasive, patient-friendly alternative to traditional endoscopy. Traditional endoscopy and colonoscopy require sedation, hospital visits, and specialized personnel, making them costly and uncomfortable. AI-powered VCE is a swallowable capsule, enabling painless, ambulatory diagnostics that can be performed at home or in-clinic without anesthesia. FirstVitals believes this process will increase patient compliance and allow earlier detection of GI disorders.

FirstVitals believes that AI will improve the accuracy of VCE and reduce missed diagnoses. Studies show that traditional endoscopy can miss up to 25% of polyps due to human error and visual fatigue²⁷. AI models trained on millions of clinical cases can standardize diagnoses, reducing misinterpretations and improving clinical efficiency.²⁸ As a result, AI-driven lesion detection and classification can increase detection rates of polyps, tumors, ulcers, and bleeding by providing real-time decision support to physicians.

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²⁴ https://www.mdpi.com/2072-6694/16/8/1530#:~:text=According%20to%20the%20GLOBOCAN%20estimates,respectively%20%5B2%2C10%5D.

²⁵ https://www.acpjournals.org/doi/10.7326/M14-2268

²⁶ https://aaep.org/horsehealth/colic

²⁷ https://pubmed.ncbi.nlm.nih.gov/16454841/

²⁸ https://www.gastrojournal.org/article/S0016-5085(18)34955-3/fulltext

The Company expects to revolutionize GI diagnostics in veterinary medicine. Horses, livestock, and companion animals suffer from undiagnosed GI conditions due to the difficulty and cost of traditional veterinary endoscopy. The Company believes AI-enhanced VCE expands access to minimally invasive diagnostics, allowing veterinarians to detect colic, ulcers, and inflammatory conditions without the need for anesthesia or surgery. Faster and more accurate diagnoses will improve animal welfare and reduce economic losses in the equine, pet, and agricultural industries.

AI-enhanced VCE will offer scalability and cost-effective treatments. Traditional endoscopic procedures require expensive equipment, trained specialists, and hospital infrastructure. FirstVitals plans to market AI-VCE a cost-efficient solution that can be deployed at scale in hospitals, clinics, rural healthcare settings, and even via telemedicine. By lowering costs and increasing efficiency, the Company believes AI-VCE democratizes access to high-quality GI diagnostics.

Market Share Opportunity Analysis

The global capsule endoscopy market is valued at $1.5B+, growing at a 9.2% CAGR, driven by increasing demand for non-invasive GI diagnostics²⁹. FirstVitals aims to capture 10-15% of the human capsule endoscopy market within the next 5 years by leveraging AI-enhanced VCE technology, targeting hospitals, telemedicine providers, and diagnostic centers. If FirstVitals can capture 10% of the human capsule endoscopy market, the Company believes that would equate to $150M+ revenue.

Similarly, the Company stands to benefit from expansion in the veterinary capsule market. The overall veterinary endoscopy industry — which encompasses capsule-based diagnostics — is presently valued between $230–$300 million and is forecast to reach $500 million+ by the early 2030s³⁰. The Company is not aware of any competitor in an AI-powered endoscopy capsule for animals. Management believes that combining an FDA-cleared capsule with an externally developed AI inference engine tailored to veterinary anatomy could shorten time-to-market relative to designing a new capsule from the ground up. At present, the Company is not aware of an FDA-cleared or CE-marked AI-assisted capsule endoscopy solution for animals. If successfully developed, FirstVitals could be an early market entrant, but there can be no assurance the Company will complete development or obtain any regulatory clearance. The Company has not executed, and is not currently a party to, any binding agreement (e.g., services agreement, clinical-study agreement, or memoranda of understanding) with any equine hospital. Management will plan to have introductory meetings with U.S. equine referral centers and the Company does not expect to negotiate definitive terms until after this Offering is completed and initial AI feasibility results are available.

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²⁹ https://www.verifiedmarketresearch.com/product/global-capsule-endoscopy-market-size-and-forecast/

³⁰ https://www.skyquestt.com/report/veterinary-endoscopy-market?utm and https://www.imarcgroup.com/veterinary-endoscopy-market?utm_source=chatgpt.com

Market Saturation and Growth Potential

While the human capsule endoscopy market is experiencing steady growth, it remains underpenetrated due to cost, patient compliance issues, and lack of AI-driven automation. FirstVitals expects that its AI-enhanced VCE platform will provide a differentiated solution that increases accessibility and improves diagnostic accuracy, making it well-positioned for adoption. As regulatory approvals and insurance reimbursement expand, adoption will accelerate across both primary care and specialist providers.

In the veterinary sector, the GI diagnostics market remains largely underserved, with no AI-powered endoscopic solutions currently available. This gives FirstVitals an opportunity to be first in the market, allowing for rapid market entry, strategic veterinary partnerships, and scalable revenue streams. Growth in companion animals, livestock health, and equine performance markets further enhances the long-term scalability of AI-enhanced VCE.

Some of the factors driving market expansion include increasing global GI disease prevalence & need for early detection, regulatory shifts promoting AI adoption in medical imaging, and growing demand for non-invasive diagnostics in both human & veterinary medicine. FirstVitals expects that AI-powered healthcare solutions will expand insurance reimbursement models and support strategic licensing & SaaS-based monetization models.

The Total Addressable Market (TAM) for Video Capsule Endoscopy (VCE), the companion pet and equine sectors in the United States are as follows:

Video Capsule Endoscopy (VCE) Market in the U.S.

The U.S. gastrointestinal endoscopic devices market, which includes VCE, was valued at over $5.9 billion in 2023, marking a 12.9% increase from 2022. ³¹ The global capsule endoscopy market is projected to grow at a Compound Annual Growth Rate (CAGR) of 9.29% from 2024 to 2030. ³²

Companion Pet Health Market in the U.S.

The U.S. companion animal health market was estimated at $8.01 billion in 2024.³³ This market is expected to grow at a CAGR of 9.87% from 2025 to 2030, reaching approximately $13.97 billion by 2030. ³⁴

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³¹ https://inti.softvt.com/linea_estrategica.php?id=640&id_especifico=643&id_especifico2=656&le_id=8&tipologia=5&utm_source=chatgpt.com

³² https://www.jetir.org/papers/JETIR2502448.pdf

³³ https://www.grandviewresearch.com/industry-analysis/us-companion-animal-health-market

³⁴ Id.

Equine Veterinary Services Market

The equine veterinary services market is projected to reach $2.532 billion by 2030.³⁵ The market is expected to grow at a CAGR of 6.8% during the forecast period from 2024 to 2030. ³⁶

These figures highlight substantial opportunities in the U.S. for VCE technology and related services in both the companion pet and equine markets.

Current Financial Condition

FirstVitals, Inc. is currently in the pre-revenue stage, as its primary activities to date have been dedicated to the development and initial deployment of its technology platform, building strategic partnerships, and ensuring regulatory compliance for its AI-enhanced Video Capsule Endoscopy platform.

Sources of Capital

To date, the Company’s operations have been funded through a combination of Founder and early stage investors. Seed capital provided by the founding team to kick-start operations, product development, and technology infrastructure. In order to pay certain costs related to the startup of the Company, including legal and offering costs, the Company entered into a series of Promissory Notes (the “Notes”) with Ernest Lee, the Chief Executive Officer of the Company. The Notes accrue interest at five percent (5%) per annum and have maturity dates of 12 months. In the event that the Company completes any capital raising activity, including but not limited to this Offering, the full outstanding principal balance of the Notes, along with any accrued interest, shall become immediately due and payable upon the closing of such Offering. The Company may issue additional Notes to Ernest Lee after the date of this Circular if the Company needs additional funding. As of the date of this Offering, the aggregate loan principal is $62,000.00.

Initial funding from an early-stage angel investor who believes in the vision of personalized healthcare has provided capital to continue early stage operations. The Company issued a Series A Convertible Promissory Note (the “Series A Note”) to Dr. Steven Gest on March 28, 2025 in the amount of $250,000. This Series A Note accrues interest at ten percent (10%) per annum and the principal and interest shall be due on March 28, 2028. This Series A Note is convertible by the Company into common shares of the Company upon an initial public offering or upon an equity financing transaction that raises in excess of $30 million dollars, the conversion price would be discounted at fifty percent (50%) of the common share price established in the initial public offering or equity financing transaction. Dr. Gest is not a related party or affiliated with the Company.

The Company expects the next twelve months of operations to be funded with additional Founder Contributions and Pre-Seed Investments as well as the proceeds from this Offering. The Company is utilizing this Offering Circular to target a $20+ million capital raise to fund the next phase of its growth and achieve key business milestones.

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³⁵ https://www.industryarc.com/Report/16919/equine-veterinary-services-market.html?utm_source=chatgpt.com

³⁶ https://www.industryarc.com/Report/16919/equine-veterinary-services-market.html?utm_source=chatgpt.com

Key Financial Highlights

As a startup, the Company maintains a lean cash position, focused on deploying resources effectively to achieve product development and early marketing objectives. The Company’s operating expenses are, and early operational activities with an eye towards upcoming research and development. Given the early-stage status, these expenses are expected to increase as the Company moves closer to full commercialization. FirstVitals has not generated revenue to date, as it is still in the pre-launch phase, including conducting beta testing of its platform and finalizing product offerings.

Results of Operations

As of now, FirstVitals has limited operating history, and its financial results primarily reflect early-stage expenses associated with developing its platform and preparing for market entry.

Operating Expenses

The Company’s key expenses to date have been focused on General and Administrative expenses (G&A). G&A expenses encompass salaries for key personnel, legal and consulting fees, and administrative costs necessary to establish the corporate infrastructure. The Company expects these expenses to rise modestly as it hires additional talent, expands office space, and implements essential corporate governance measures. As the Company develops its proprietary AI-enhanced Video Capsule Endoscopy platform and validating the accuracy and reliability of the technology, the Company’s Research & Development expenses (R&D) will likely be a significant expense. These costs may include investments in lab testing, technology integration, and beta-testing of its product offerings.

The Company has initiated a small-scale marketing effort to establish its brand presence and begin building awareness around its AI-enhanced Video Capsule Endoscopy platform. This includes developing marketing materials, initial advertising campaigns, and content creation to educate consumers about the benefits of AI-enhanced Video Capsule Endoscopy platform. Sales and marketing expenses will scale significantly post-launch as the Company aims to drive user acquisition and revenue.

A portion of the Company’s spending in the future will be directed toward regulatory and compliance efforts, including obtaining FDA approvals for its AI-enhanced Video Capsule Endoscopy platform and ensuring compliance with health data privacy laws (e.g., HIPAA). These costs are expected to fluctuate based on the number of new enhancements brought to market and the evolving regulatory landscape.

Liquidity and Capital Resources

Given that FirstVitals is currently a pre-revenue startup, its liquidity needs are met through equity funding and this Offering. The $15 million raised from this offering will provide sufficient capital to execute the company’s strategic initiatives and achieve market entry, with a focus on creating a pathway to profitability.

Critical Accounting Policies and Estimates

As a newly formed startup, FirstVitals follows accounting principles generally accepted in the United States (GAAP). The Company’s critical accounting policies focus on expense management, research and development costs, and equity compensation for employees and contractors. Given the early-stage nature of the company, FirstVitals has a strong emphasis on managing cash flow efficiently and allocating resources strategically.

Known Trends and Uncertainties

As a startup in the healthcare sector, FirstVitals operates in a dynamic and evolving environment. Key trends and uncertainties that may impact the business may include regulatory changes, market adoption, and competition. Changes in regulatory requirements, such as more stringent FDA guidelines, could impact the Company’s ability to bring AI Enhanced VCE to market. The willingness of healthcare providers and veterinarians to adopt AI Enhanced VCE solutions will be a critical factor in the Company’s growth trajectory.

Further, the digital health market is highly competitive, and new entrants or advancements by existing players may affect the Company’s market position.

FirstVitals is at a pivotal stage in its development, with a clear vision and strategy to capitalize on the growing demand for a AI-enhanced Video Capsule Endoscopy service. The AI-enhanced Video Capsule Endoscopy platform positions the Company to become a leader in the evolving AI-GI health space. The successful execution of the business plan, backed by the Offering, will enable the Company to achieve its strategic objectives and bring innovative healthcare solutions to consumers.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Officers of the Company

Business Experience of Management

The success of FirstVitals relies on the extensive experience and leadership of its management team. The following individuals hold key positions and are responsible for the day-to-day operations and strategic direction of the company:

Ernest (Ernie) G. Lee, Chief Executive Officer and Chairman of the Board of Directors of the Company

Experience:
Mr. Lee serves as the Chief Executive Officer of FirstVitals Inc, bringing over 35 years of executive leadership experience in healthcare services as a serial entrepreneur. As CEO, he is responsible for the overall strategic direction, operations, and financial performance of the company, driving its vision to become the leading provider of accessible, personalized, and innovative healthcare services, transforming the way individuals manage their health and well-being. Its mission is to empower individuals with the tools and support they need to proactively manage their health through convenient testing, personalized treatment, and continuous care.

Mr. Lee has a proven track record in innovative healthcare services development, corporate strategy, and clinical laboratory services. Under Mr. Lee’s FirstVitals leadership, he aims to be the market leader for an FDA-cleared AI-enhanced Video Capsule Endoscopy platform. He is an early pioneer in remote patient monitoring for diabetes care management, having received CMS Healthcare Innovation Award in 2012. Today, Medicare reimburses providers for non-face-to-face remote patient monitoring services.

Prior to forming FirstVitals Inc., Mr. Lee held a senior leadership role at Pearsanta Inc as its CEO where he successfully led the acquisition of an advanced clinical laboratory focused on liquid biopsy for early cancer screening for endometriosis and prostate cancer for $25MM.

Mr. Lee was issued U.S. Patent No. 60/373,903 that was acquired by VISA, USA, Inc for the processing of HIPAA compliant 835 EFT payments from insurance companies/health plans to healthcare providers.

Susan Kim van Dongen, Chief Financial Officer (CFO)

Susan Kim van Dongen has 28 years of international executive leadership experience in managing all phases of companies including building financial operations infrastructure and effective finance and accounting teams. Leading financing, financial and SEC reporting, and managing audits, FP&A. Susan has been the strategic partner to many CEOs and executive teams for rapidly growing Private companies as well as public companies. She has overseen tax strategies, international expansions, IPOs and mergers and acquisitions.

Susan was formerly CFO of US Medical and Healthcare enterprise, CFO of MicroPicture and Visage Imaging in Germany, CFO of TomTom B.V., and Management Consulting holding Company in the Netherlands with international subsidiaries in Germany and Sweden, and CFO of Ultiverse Technologies Inc., Director of FP&A of Interleaf Inc.

Anthony K. Voorhies, Chief Commercialization Officer (CCO)

Experience:
As CCO, Mr. Voorhies drives the company’s marketing strategy, focusing on brand development, market expansion, and customer acquisition. He/ has extensive experience at the intersection of healthcare and technology, specializing in driving growth and improving the customer experience across a wide range of medical device, healthcare, and biotechnology sectors. With a strong background in business development, sales, and marketing, Anthony has successfully commercialized a broad portfolio of diagnostic tools, therapeutics, biomarkers, and FDA-cleared imaging and testing platforms. His expertise spans disease detection, software, and monitoring technologies, and he has a proven track record of scaling businesses from early-stage startups to publicly traded companies.

Gagan Singh, Chief Technology Officer (CTO)

Experience:
Mr. Singh is a recognized technical innovator with a passion for leveraging technology to solve complex business challenges. As CTO at FirstVitals, Mr. Singh leverages over a decade of experience in health informatics to drive advancements in patient care through technology. He leads a dynamic team responsible for implementing solutions that enhance operational efficiency and user experience. Mr. Singh is an advocate for cybersecurity in healthcare, ensuring that patient data remains secure while enhancing system interoperability. With over 25 years of experience in the technology sector, he is committed to building a culture of collaboration & innovation, passionate about bridging the gap between IT and clinical operations to deliver exceptional healthcare solutions. He is certified in the following domains: Agile Scrum, ITIL, IBM WebSphere, MS Azure Cloud and Health Data Informatics.

Dr. Anastasia Katany, Fractional Medical Director of Functional Medicine

Experience: A graduate of Philadelphia College of Osteopathic Medicine, Dr. Katany completed her residency in Family Medicine at the Medical College of Virginia/VCU in 1997. Her passion for continuing education and addressing root causes drove her to attain additional board certifications in Advanced Integrative and Functional Medicine and Metabolic Medicine through USF School of Medicine in 2010. She served as a primary care physician in the Carilion Clinic Health System for 12 years and as an adjunct professor of family medicine at UVA School of Medicine prior to founding Inspire Health, an Integrative and Regenerative medicine practice in Forest, VA where she served as CEO for many years. Wishing to bring this approach to more patients and healthcare providers, she joined the medical diagnostics industry in 2016, where she served as both the Director of Clinical Education as well as the VP of Product Development for innovative diagnostic lab companies. Dr. Katany also serves as a Medical Director for multiple health care entities and continues to share her knowledge of the systems biology approach with both patients and health care providers. With 30+ years of experience in direct medical care, Dr. Katany has not only successfully treated thousands of patients but has also developed advanced diagnostics that assist medical providers in improving patient care and outcomes.

Board of Directors

In addition to the executive team, FirstVitals benefits from the guidance and oversight of its Board of Directors, which includes the following members:

Ernest G. Lee, Chairman of the Board of Directors

Experience: Mr. Lee is the Chairman of the Board of FirstVitals, bringing over 35 years of leadership and governance experience across the healthcare services sector. As Chairman, he will provide strategic oversight and guidance to the company’s executive team, ensuring alignment with long-term business goals and shareholder interests. Mr. Lee has extensive experience in corporate governance, having previously served as CEO for Pearsanta Inc, a subsidiary of a publicly traded company. In this role, he oversaw a key transaction in the acquisition of a life sciences company valued at $25MM.

Myron Karasik, CMC, CPA, Director, Chair of the Audit Committee

Experience: Mr. Karasik is a successful executive, entrepreneur and consulting professional whose 35+-year career includes serving as the COO, CFO and CIO of closely held companies in the professional and financial services segments. He led the successful merger and integration of two structurally and culturally disparate mid-sized insurers each with Japanese parent companies. Additionally, he led efforts to restructure $3B North American operations of major international technology company through the use of shared services and integration of multiple entities. As remote CFO, he raised growth capital for expanding California based telehealth /clinic network to support 300% growth over a period of three years. Marketed and obtained acceptable bids from two national organizations seeking to acquire the entity.

No Bankruptcy, Investigations, or Criminal Proceedings

The Company is not a party to any legal proceedings that, individually or in the aggregate, could have a material adverse effect on the Company's business, financial condition or operating results.

The Company, the Principals, nor any of the Affiliates have been part of any bankruptcy proceedings, proceedings whereby there was a material evaluation of the integrity or ability of the Principals, investigations regarding moral turpitude, or criminal proceedings or convictions (excluding traffic violations).

COMPENSATION OF EXECUTIVE OFFICERS

Officers

The Company has not entered into any employment agreements with its Officers. Other than one officers receiving cash compensation pursuant a consulting arrangement, the Officers and employees are not currently earning any cash compensation. Upon receipt of sufficient proceeds from the Offering, the Company plans to enter into employment agreements with its Officers. The Company’s Officers are eligible for equity compensation and the Company expects to grant its Officers, as well as significant employees and Directors, certain rights to acquire equity.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

*In a fully subscribed Offering

The Company expects to adopt a stock incentive plan and issue equity awards to employees.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

In order to pay certain costs related to the startup of the Company, including legal and offering costs, the Company entered into a series of Promissory Notes (the “Notes”) with Ernest Lee, the Chief Executive Officer of the Company. The Notes accrue interest at five percent (5%) per annum and have maturity dates of 12 months. In the event that the Company completes any capital raising activity, including but not limited to this Offering, the full outstanding principal balance of the Notes, along with any accrued interest, shall become immediately due and payable upon the closing of such Offering. The Company may issue additional Notes to Ernest Lee after the date of this Circular if the Company needs additional funding. The dates and principal amounts of the Notes, as of the date of this Circular are:

ISSUANCE OF CONVERTIBLE PROMISSORY NOTE

The Company issued a Series A Convertible Promissory Note (the “Series A Note”) to Dr. Steven Gest on March 28, 2025 in the amount of $250,000. This Series A Note accrues interest at ten percent (10%) per annum and the principal and interest shall be due on March 28, 2028. This Series A Note is convertible by the Company into common shares of the Company upon an initial public offering or upon an equity financing transaction that raises in excess of $30 million dollars, the conversion price would be discounted at fifty percent (50%) of the common share price established in the initial public offering or equity financing transaction. Dr. Gest is not a related party or affiliated with the Company.

SECURITIES BEING OFFERED

Please note that the following is a summary of the rights granted to an Investor and is not exhaustive. For a complete description of all rights associated with being a Company Shareholder, please see Exhibit 2 “Bylaws”.

The business and affairs of the Company shall be managed, operated, and controlled by or under the exclusive direction of the Board of Directors. Under the direction of the Board of Directors, the Officers shall have power, authority and discretion for, on behalf of and in the name of the Company to take such actions as the Officers may deem necessary or advisable to carry out any and all of the objectives and purposes of the Company, without the consent, approval, or knowledge of the Shareholders. All decisions of the Company are made by the Board of Directors and Officers.

The Company is organized under the laws of the State of Delaware. The Bylaws choice of law clause and all rights and obligations arising therefrom will be governed by Delaware law.

For purposes of this Section, all defined terms (as indicated by capital letters) shall have the same meaning as set forth in the Bylaws (Exhibit 2).

Distribution rights

Distributions in the form of dividends may be declared by the Board and paid by the Company out of the net earnings of the Company unreserved and unrestricted earned surplus of the Company, or out of the unreserved and unrestricted net earnings of the current fiscal year, or in treasury shares of the Company, subject to any limitations imposed by Delaware corporate law.

Voting Rights

Each outstanding share is entitled to one (1) vote on each matter submitted to a vote at a shareholder meeting, provided the shares are held in compliance with any payment plan, subscription, share purchase agreement, or fiduciary capacity.

Liquidation Rights

Any liquidation of the Company and its assets will occur in compliance with Delaware law. Shareholders will not have any liquidation preference. The Company may in the future issue preferred shares or debt. Holders of the preferred shares or debt will have liquidation rights senior to Shareholders.

Preemptive rights

There are no preemptive rights for Shareholders.

Withdrawal

No Shareholder may have the right to voluntarily or involuntarily withdraw, resign, or otherwise disassociate or receive a return of its investment contribution to the Company.

Redemptions. There is no redemption right associated with the Shares.

Transfer of Interests The transfer of Shares by a holder is limited.

If there are restrictions imposed by federal or state law on the transfer of the Shares, the Shareholders agree that they will refrain from engaging in such a transfer until the restriction(s) by law is lifted or no longer applies. Any such transfer while there is a restriction imposed by law will be void ab initio. It is the duty of the Shareholder, not the Company, to ensure there are no restrictions on transfer imposed by law. The Shareholder waives any claims and indemnifies the Company against a Shareholder’s claims or the purported transferee, derived from a void transfer transaction. The Company’s approval in writing pursuant to a transfer has no effect on such waiver and indemnification.

Indemnification

The Bylaws provide that a director or officer who acts in good faith, with reasonable and prudent care, and in the best interest of the Company, is entitled to be indemnified by the Company should the director or officer be made a party to a proceeding, brought or threatened, as a consequence of the director or officer acting in their official capacity. Directors and officers who fail to comply may be personally liable to the Company for noncompliance.

Liabilities of the Shareholders under the Bylaws and State Law

Shareholders shall not be personally liable for the debts and acts of the Company solely due to the fact that the shareholder owns shares of the Company.

TAX TREATMENT

Prospective Investors are urged to consult with and rely upon their own tax advisors for advice on these and other tax matters with specific reference to their own tax situation and potential changes in applicable law.

FOREIGN INVESTORS: NON-U.S. INVESTORS ARE SUBJECT TO UNIQUE AND COMPLEX TAX CONSIDERATIONS. THE COMPANY AND THE MANAGER MAKE NO DECLARATIONS AND OFFER NO ADVICE REGARDING THE TAX IMPLICATIONS TO SUCH FOREIGN INVESTORS, AND SUCH INVESTORS ARE URGED TO SEEK INDEPENDENT ADVICE FROM ITS OWN TAX COUNSEL OR ADVISORS BEFORE MAKING ANY INVESTMENT.

Tax Classification of the Company

Tax Returns

Annually, the Company will provide the Shareholder sufficient information from the Company’s informational tax return for such persons to prepare their individual federal, state, and local tax returns. The Company’s informational tax returns will be prepared by a tax professional selected by the Company.

ERISA CONSIDERATIONS

In Some Cases, if the Investors Fail to Meet the Fiduciary and Other Standards Under the Employee Retirement Income Security Act of 1974, as Amended (“ERISA”), the Code or Common Law as a Result of an Investment in the Company’s Shares, the Investor Could be Subject to Liability for Losses as Well as Civil Penalties:

There are special considerations that apply to investing in the Company’s Shares on behalf of pension, profit sharing or 401(k) plans, health or welfare plans, individual retirement accounts or Keogh plans. If the Investor is investing the assets of any of the entities identified in the prior sentence in the Company’s Shares, the investor should satisfy themselves that:

Failure to satisfy the fiduciary standards of conduct and other applicable requirements of ERISA, the Code, or other applicable statutory or common law may result in the imposition of civil penalties and can subject the fiduciary to liability for any resulting losses as well as equitable remedies. In addition, if an investment in the Company’s Shares constitutes a prohibited transaction under the Code, the “disqualified person” that engaged in the transaction may be subject to the imposition of excise taxes with respect to the amount invested.

ONGOING REPORTING AND SUPPLEMENTS TO THIS OFFERING CIRCULAR

The Company will be required to make annual and semi-annual filings with the SEC. The Company will make annual filings on Form 1-K, which will be due by the end of April each year and will include audited financial statements for the previous fiscal year. The Company will make semi-annual filings on Form 1-SA, which will be due by September 28 each year, which will include unaudited financial statements for the six months to June 30. The Company will also file a Form 1-U to announce important events such as the loss of a senior officer, a change in auditors or certain types of capital-raising. The Company will be required to keep making these reports unless we file a Form 1-Z to exit the reporting system, which we will only be able to do if we have less than 300 shareholders of record and have filed at least one Form 1-K.

At least every 12 months, we will file a post-qualification amendment to the Offering Statement of which this Offering Circular forms a part, to include the company’s recent financial statements.

The Company may supplement the information in this Offering Circular by filing a Supplement with the SEC.

All these filings will be available on the SEC’s EDGAR filing system. You should read all the available information before investing.

Part F/S

FirstVitals Inc.

A Delaware Corporation

Financial Statements and Report of
Independent Certified Public Accountants

FirstVitals Inc.

December 31, 2024

Independent Auditor’s Report

To the Manager of

FIRSTVITALS, INC.

Opinion

We have audited the accompanying financial statements of FIRSTVITALS, INC. (the “Company”), which comprise the balance sheet as of December 31, 2024, and the related statements of operations, changes in member's deficit, and cash flow for the period from September 12, 2024 (inception) to December 31, 2024 and the related notes to the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the related statements of operations, changes in member's deficit, and cash flow for the period from September 12, 2024 (inception) to December 31, 2024, in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for 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.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with generally accepted auditing standards, we:

Doubt about the Company's Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note B to the financial statements include a shareholders’ deficit and zero revenue. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management's plans regarding those matters are also described in Note B. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

Tampa, Florida

June 8, 2025

FirstVitals

BALANCE SHEET

As of December 31, 2024

FirstVitals

STATEMENTS OF OPERATIONS

For the Period from September 12, 2024 to December 31, 2024

FirstVitals

STATEMENT OF CASH FLOWS

For the Period from September 12, 2024 to December 31, 2024

FirstVitals

STATEMENTS OF STOCKHOLDER’S EQUITY (deficit)

For the Period from September 12, 2024 to December 31, 2024

Note A – Description of Business and Summary of Significant Accounting Policies

Nature of Operations

FirstVitals Inc. is a Delaware corporation developing an innovative healthcare technology platform dedicated to revolutionizing the way consumers access at rapid testing to monitor their health concerns.

In addition, FirstVitals will commercialize a single capsule-endoscopy platform to serve three U.S. markets in parallel by uniting FDA-cleared hardware, state-of-the-art AI, and omnichannel distribution to unlock a unscreened human market and high-value veterinary segments. FirstVitals is working on a commercial launch. The strategy directly addresses national goals to raise screening adherence, mitigates veterinary welfare gaps, and should position FirstVitals as the cross-species leader in non-invasive GI diagnostics.

Our mission is to provide seamless, efficient, non-invasive and personalized healthcare solutions that empower individuals to take control of their health through state-of-the-art diagnostic testing and immediate access to tailored treatment plans.

Basis of Accounting

The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).

Financial Instruments

The Company's financial instruments consist primarily of cash and investments. The carrying value of the financial instruments are considered to be representative of their respective fair value.

Income Taxes

Provision for income taxes consists of taxes currently due plus deferred taxes related primarily to differences between the bases of allowances, depreciation, and deferred revenue. The deferred taxes represent the future tax return consequences of those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled. Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

The Company evaluates its uncertain tax positions using the provisions of accounting principles generally accepted in the United States of America. Accordingly, a loss contingency is recognized when it is probable that a liability has been incurred as of the date of the financial statements and the amount of the loss can be reasonably estimated. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. Management is of the opinion that there were no uncertain tax positions as of December 31, 2024. There are currently no open tax years for examination, as no returns have been filed.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, estimates and assumptions that affect the application of accounting policies, reported amounts, and disclosures. Actual results could differ from these estimates.

Recently Issued Accounting Standards

The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

In November 2023, the FASB issued Accounting Standards Update 2023-07, “Segment Reporting (Topic ASC 280) Improvements to Reportable Segment Disclosures.” The ASU improves reportable segment disclosure requirements, primarily through enhanced disclosure about significant segment expenses. The enhancements under this update require disclosure of significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit and loss, require disclosure of other segment items by reportable segment and a description of the composition of other segment items, require annual disclosures under ASC 280 to be provided in interim periods, clarify use of more than one measure of segment profit or loss by the CODM, require that the title of the CODM be disclosed with an explanation of how the CODM uses the reported measures of segment profit or loss to make decisions, and require that entities with a single reportable segment provide all disclosures required by this update and required under ASC 280. The Company adopted ASC 2023-07 for the annual period ending December 31, 2024.

The Company’s Chief Executive Officer services as the CODM and evaluates the financial performance of the business and makes resource allocation decisions on a consolidated basis. As a result, the Company operates as a single reportable segment under ASC 280, Segment Reporting, defined by the CODM as Consumer Goods. The Company’s operations include marketing, professional fees as well as procurement expenses, all of which are managed centrally. The CODM assesses financial performance based on revenue, operating profit, and key operating expenses.

Note B – Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The ability of the Company to continue as a going concern is dependent upon future sales and obtaining additional capital and financing. While the Company believes in the viability of its ability to raise additional funds, there can be no assurances to that effect which creates substantial doubt related to going concern. The financial statements do not include adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Note C – Related Party Notes Payable

During the period from inception to December 31, 2024, the Company obtained a total of $57,000 of Notes Payables from a founder shareholder. The Notes have an annual interest rate of 5% and they mature between September 25, October 1, 2025, November 16, 2025 and December 14, 2025.

Additionally, FirstVitals as of December 31, 2024 had other short-term liabilities of $3,811 from the shareholder founder and $2,779 for an affiliate, FirstVitals Health and Wellness Company, for expenses paid on behalf of FirstVitals.

Note D – Stockholders’ Equity (Deficit)

The Company issued approximately 1,000 shares of Common Stock with a par value of $.0001 to the founders of the Company at a fair value of $1.00. As of December 31, 2024, 50,000,000 shares have been authorized, and 1,000 shares are outstanding.

Note E - Subsequent Events

Management has evaluated subsequent events through June 8, 2025, the date the financial statements were available to be issued.

Subsequent to December 31, 2024, as of January 22, 2025, the Company has additionally issued 6,340,625 shares to employees and other service providers. A total of 6,341,625 common shares of the Company have been issued, with 6,076,000 of those shares issued to two officers, Ernest Lee and Gagan Singh, and assignees of one director, Myron Karasik, reflecting services and resources previously provided to the Company. There is a material disparity between the effective cash cost to these officers and assignees of one director compared to the proposed public offering price. The 6,076,000 common shares (collectively, “Founder Equity”) were granted on January 22, 2025, at a nominal effective cash cost of $0.001 per share in recognition of (i) an aggregate $62,000 of working-capital advances already made by the founder, and (ii) thousands of uncompensated hours devoted since September 2024 to business formation, market research, intellectual property development, strategic execution, vendor diligence, and regulatory strategy. The grant was therefore compensation for past services (“sweat equity”) and capital advances, not a dividend or other return on investment. On the same date the Company issued an additional 265,625 shares to employees and consultants for professional services rendered during the start-up phase, bringing the total shares outstanding prior to this Offering to 6,341,625.

PART III—EXHIBITS

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of Regulation A, the Issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Danville, California, on July 31, 2025.

ISSUER COMPANY LEGAL NAME AND ADDRESS:

FirstVitals, Inc.

/s/ Ernest Lee

Name: Ernest Lee

Title: Chief Executive Officer

Date: July 31, 2025

Location signed: Danville, CA

This Offering Statement has been signed by the following principals in the capacities and on the dates indicated:

/s/ Ernest Lee

Name: Ernest Lee

Title: Chief Executive Officer

Date: July 31, 2025

Location signed: Danville, CA

/s/ Susan Kim Van Dongen

Name: Susan Kim Van Dongen

Title: Chief Financial Officer

Date: July 31, 2025

Location signed: Danville, CA

/s/ Myron Karasik

Name: Myron Karasik

Title: Director

Date: July 31, 2025

Location signed: Danville, CA

72

Exhibit 1A-1

Broker-Dealer Engagement Agreement – Reg A+ Tier 2

This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between FirstVitals Inc. (“Client”), a Delaware Corporation , and Andes Capital Group, an Illinois Limited Liability Company (“Andes”) a FINRA registered Broker Dealer in all 50 states and Puerto Rico.  Client and Andes agree to be bound by the terms of this Agreement, effective as of April 4, 2025 (the “Effective Date”):

Whereas, Andes is a registered broker-dealer providing services in the equity and debt securities market, including offerings conducted via SEC approved exemptions such as Reg D 506(b), 506(c), Regulation A+, Reg CF and others;  

Whereas, Client is offering securities directly to the public in an offering exempt from registration under Regulation A Tier 2 (the “Offering”) for $20,740,000; and

Now, Therefore, in consideration of the mutual promises and covenants contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.       Appointment, Term, and Termination 

Client hereby engages and retains Andes to provide operations and compliance services as listed:

The Agreement will commence on the Effective Date and will remain in effect for a period of twelve (12) months and will renew automatically for successive renewal terms of twelve (12) months each unless any party provides notice to the other party of non-renewal at least sixty (60) days prior to the expiration of the current term.  Either party may terminate this Agreement (i) upon sixty (60) days written notice if Client fails to perform or observe any material term, covenant or condition to be performed or observed by it under this Agreement and such failure continues to be unremedied, (ii) upon written notice, if any material representation or warranty made by either Provider or Client proves to be incorrect at any time in any material respect, (iii) in order to comply with a Legal Requirement, if compliance cannot be timely achieved using commercially reasonable efforts, after providing as much notice as practicable, or (iv) upon thirty (30) days’ written notice if Client or Andes commences a voluntary proceeding seeking liquidation, reorganization or other relief, or is adjudged bankrupt or insolvent or has entered against it a final and unappealable order for relief, under any bankruptcy, insolvency or other similar law, or either party executes and delivers a general assignment for the benefit of its creditors. The description in this section of specific remedies will not exclude the availability of any other remedies.  Any delay or failure by Client to exercise any right, power, remedy or privilege will not be construed to be a waiver of such right, power, remedy or privilege or to limit the exercise of such right, power, remedy or privilege.  No single, partial or other exercise of any such right, power, remedy or privilege will preclude the further exercise thereof or the exercise of any other right, power, remedy or privilege.  All terms of the Agreement, which should reasonably survive termination, shall so survive, including, without limitation, limitations of liability and indemnities, and the obligation to pay Fees relating to Services provided prior to termination.

2.       Services. Andes will perform the services listed above in section 1, in connection with the Offering (the “Services”). Unless otherwise agreed to in writing by the parties.  

3.       Compensation. As compensation for the Services, Client shall pay to Andes fees equal to 1.0% for Broker of Record services listed in section 1 above on the aggregate amount raised by the Client. This will only start after FINRA Corporate Finance issues a No Objection Letter for the offering. Client authorizes Andes to deduct the fee directly from the Client’s third-party escrow or payment account. At 1.0%, the Maximum compensation is $207,400.

As compensation for Investor Outreach Services, where Andes will introduce the offering to its network of Institutional and Accredited types of investors, Client will pay Andes 5.0% of the successful amount raised only through Andes’ direct introductions and introductory efforts. At 5.0%, the Maximum compensations is $1,037,000.

Client agrees to compensate Andes with a one-time onboarding and consulting fee amounting to $5,000. This fee pertains to services provided by Andes in connection with the Offering, including but not limited to coordination with third-party vendors and providing general guidance regarding the Offering. The aforementioned fee shall become due and payable in full immediately upon the execution of this Agreement.

Including the FINRA Filing Fee (5110) explained in Section 4 below, the Maximum Expenses are $3,611 for FINRA and the Maximum Compensation for Andes is $1,249,400 ($207,400 for Broker of Record, $1,037,000 for Investor Outreach, and $5,000 for Onboarding).

4.       Regulatory Compliance 

Client and all its third-party providers shall at all times (i) comply with direct requests of Andes; (ii) maintain all required registrations and licenses, including foreign qualification, if necessary; and (iii) pay all related fees and expenses (including the FINRA Corporate Filing Fee), in each case that are necessary or appropriate to perform their respective obligations under this Agreement.  Client shall comply with and adhere to all Andes policies and procedures. 

FINRA Corporate Filing Fee for this $20,740,000 best-efforts offering is $3,611 and will be a pass-through fee payable to Andes, from the Client, who will then forward it to FINRA as payment for the filing. This fee is due and payable prior to any submission by Andes to FINRA. The FINRA Fee is .00015 of total offering amount + $500.

Client and Andes will have the shared responsibility for the review of all documentation related to the Transaction but the ultimate discretion about accepting a client will be the sole decision of the Client. Each Investor will be considered a customer of the Client and not of Andes, provided however that Andes shall maintain all records relating to such Investors as required by applicable FINRA rules and securities laws. 

Client and Andes will each be responsible for supervising the activities and training of their respective sales employees, as well as all of their other respective employees in the performance of functions specifically allocated to them pursuant to the terms of this Agreement.   

Client and Andes agree to promptly notify the other concerning any material communications from or with any Governmental Authority or Self-Regulatory Organization with respect to this Agreement or the performance of its obligations, unless such notification is expressly prohibited by the applicable Governmental Authority. 

5.       Role of Andes.  Client acknowledges and agrees that Client will rely on Client’s own judgment in using Andes’ Services.  Andes (i) makes no representations with respect to the quality of any investment opportunity or of any issuer; (ii) does not guarantee the performance to and of any Investor; (iii) will make commercially reasonable efforts to perform the Services in accordance with its specifications; (iv) does not guarantee the performance of any party or facility which provides connectivity to Andes; and (v) is not an investment adviser, does not provide investment advice and does not recommend securities transactions and any display of data or other information about an investment opportunity, does not constitute a recommendation as to the appropriateness, suitability, legality, validity or profitability of any transaction.  Nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship of any kind. 

Client represents and warrants that (i) it has not engaged in any "Testing the Waters" activities prior to the date hereof without Andes' knowledge and participation, and (ii) any future “Testing the Waters” materials or activities will be conducted only with Andes' prior written approval and in compliance with all applicable securities laws and regulations.

6.       Indemnification

7.       Legal

Each provision of this Agreement is several and is not affected if another provision of this Agreement is found to be invalid or unenforceable or to contravene applicable law or regulations. This Agreement is not intended to and does not confer any rights upon any shareholder of the Company or, except as expressly provided herein, any other person. The provisions of this letter agreement shall be binding upon the Company and its successors and assigns.

Nothing herein is intended to create or shall be construed as creating a fiduciary relationship between the Company and Andes. No term or provision of this agreement may be amended, discharged or modified in any respect except in writing signed by the parties hereto. This Agreement sets out the entire agreement between us.

This Agreement will be construed in accordance with the laws of the State of Illinois. Any dispute, controversy or claim directly or indirectly relating to or arising out of this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

The costs and expenses (including reasonable attorney’s fees of the prevailing party) shall be borne and paid by the party that the arbitrator, or arbitrators, determines is the non-prevailing party. The Company agrees and consents to personal jurisdiction, service of process and venue in any federal or state court within the State of Illinois in connection with any action brought to enforce an award in arbitration and in connection with any action to compel arbitration.

Each of Andes and the Company on its own behalf and, to the extent permitted by applicable law, on behalf of its shareholders waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) related to or arising out of the engagement of Andes pursuant to, or the performance by Andes of the services contemplated by this agreement.

Pursuant to the requirements of the USA Patriot Act (the “Act”) and other applicable laws, rules and regulations, Andes is required to obtain, verify and record information that identifies the Company, which information includes the name and address of the Company and other information that will allow Andes to identify the Company in accordance with the Act and such other laws, rules and regulations.

8.        Confidentiality

“Confidential Information” means any information disclosed to a receiving party by the disclosing party, either directly or indirectly in writing, orally or by inspection of tangible objects, including without limitation announced and unannounced products, disclosed and undisclosed business plans and strategies, financial data and analysis, customer names and lists, customer data, funding sources and strategies, and strategies involving strategic business combinations which are conspicuously labeled and/or marked as being confidential or otherwise proprietary to the disclosing party. The receiving party agrees not to disclose any Confidential Information to third parties or to employees of the receiving party, except to its officers, directors, employees, partners, and advisors (including, but not limited to legal counsel, consultants, accountants and financial advisors). Those that receive the Confidential Information, collectively, “Representatives”, are required to have the Confidential Information in order to evaluate or engage in discussions concerning the opportunity. The Company will only release the Confidential Information to Representatives after first apprising such Representatives of their obligation to treat such disclosed information as Confidential Information of the disclosing party.

Should the Company wish to proceed, please confirm acceptance of the terms of this Agreement by signing and returning one copy to me.

9.       Miscellaneous

ANY DISPUTE OR CONTROVERSY BETWEEN THE CLIENT AND PROVIDER RELATING TO OR ARISING OUT OF THIS AGREEMENT WILL BE SETTLED BY ARBITRATION BEFORE AND UNDER THE RULES OF THE ARBITRATION COMMITIEE OF FINRA.   

This Agreement is non-exclusive and shall not be construed to prevent either party from engaging in any other business activities. 

This Agreement will be binding upon all successors, assigns or transferees of Client.  No assignment of this Agreement by either party will be valid unless the other party consents to such an assignment in writing. Either party may freely assign this Agreement to any person or entity that acquires all or substantially all of its business or assets. Any assignment by the either party to any subsidiary that it may create or to a company affiliated with or controlled directly or indirectly by it will be deemed valid and enforceable in the absence of any consent from the other party. 

Neither party will, without prior written approval of the other party, place or agree to place any advertisement in any website, newspaper, publication, periodical or any other media or communicate with the public in any manner whatsoever if such advertisement or communication in any manner makes reference to the other party, to any person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control, with the other party and to the clearing arrangements and/or any of the Services embodied in this Agreement.  Client and Andes will work together to authorize and approve co-branded notifications and client facing communication materials regarding the representations in this Agreement.  Notwithstanding any provisions to the contrary within, Client agrees that Andes may make reference in marketing or other materials to any transactions completed during the term of this Agreement, provided no personal data or Confidential Information is disclosed in such materials. 

THE CONSTRUCTION AND EFFECT OF EVERY PROVISION OF THIS AGREEMENT, THE RIGHTS OF THE PARTIES UNDER THIS AGREEMENT AND ANY QUESTIONS ARISING OUT OF THE AGREEMENT, WILL BE SUBJECT TO THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.  The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. 

If any provision or condition of this Agreement will be held to be invalid or unenforceable by any court, or regulatory or self-regulatory agency or body, the validity of the remaining provisions and conditions will not be affected and this Agreement will be carried out as if any such invalid or unenforceable provision or condition were not included in the Agreement. 

This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreement relating to the subject matter herein. The Agreement may not be modified or amended except by written agreement. 

This Agreement may be executed in multiple counterparts and by facsimile or electronic means, each of which shall be deemed an original but all of which together shall constitute one and the same agreement. 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Exhibit 1A-2.1

State of Delaware Secretary of State Division of Corporations Delivered 10:16 AM 09/12/2024 FILED 10:16 AM 09/12/2024 SR 20243666163 -File Number 5062087 STATE oJDELAWARE CERTIFICATE oJINCORPORATION A STOCK CORPORATION FIRST-Name The name of the Corporation is: FirstVitals Inc SECOND -Registered Agent Its registered office in the State of Delaware is to be located at 8 The Green, Ste D, in the City of Dover County of Kent Zip Code 19901. The registered agent in charge thereof is Delaware Registered Agent Service LLC THIRD -Purpose The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. FOURTH -Stock The amount of the total stock this corporation is authorized to issue is 50,000.000 shares (number of authorized shares) with a par value of $0.0001 per share. FIFTH -Incorporator The name and mailing address of the incorporator are as follows: Delaware Registered Agent Service LLC 8 The Green, Ste D, Dover. DE 19901 I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 12th day of September, A.D. 2024. Delaware Registered Agent Service LLC, Incorporator Kayden Jess, Assistant Secretary

Exhibit 1A-2.2

CORPORATE BYLAWS of FirstVitals Inc ARTICLE I Company Formation 1.01. FORMATION. This Corporation is formed pursuant to the the laws of the State of Delaware 1.02. CORPORATE CHARTER COMPLIANCE. The Board of Directors (the "Board") acknowledges and agrees that they caused Articles of Incorporation to be filed with the relevant state authority and all filing fees have been paid and satisfied. 1.03. REGISTERED OFFICE & REGISTERED AGENT. The registered office of the corporation shall be as stated in the Articles of Incorporation, unless amended. The address of the registered office may be changed from time to time. The Corporation must maintain a statement of acceptance from the Corporation's current registered agent. 1.04. OTHER OFFICES. The Corporation may have other offices as selected by the Board. 1.05. CORPORATE SEAL. The Board may adopt a corporate seal with the form and inscription of their choosing. The adoption and use of a corporate seal is not required. 1.06. PURPOSE. This Corporation is formed to engage in any lawful business purpose. 1.07. ADOPTION OF BYLAWS. These corporate bylaws are adopted on behalf of the Corporation. ARTICLE2 Board of Directors 2.01. INITIAL MEETING OF THE BOARD. The Board has conducted and completed the initial meeting necessary to begin the business operations of the Corporation, including the adoption of these Bylaws. Corporate Bylaws -Page 1 of 16

2.02. POWERS AND NUMBERS. The management of all the Corporation's affairs, property, and interests shall be managed by or under the direction of the Board. The Board of the Corporation shall be comprised of the number of directors listed in the Articles of Incorporation, unless expressly altered by these Bylaws. The Board consists of members who are elected for a term of one (1) year, and hold office until their successors are duly elected and qualified at the following annual shareholder meeting. Directors need not be shareholders or residents of the state in which the Corporation was formed. 2.03. DIRECTOR LIABILITY. Each director is required, individually and collectively, to act in good faith, with reasonable and prudent care, and in the best interest of the Corporation. If a director acts in such a manner, then they shall be immune from liability arising from official acts on behalf of the Corporation. Directors who fail to comply with this section of these Bylaws shall be personally liable to the Corporation for any improper distributions and as may otherwise be described in these Bylaws. 2.04. CLASSES OF DIRECTORS. Until such time as these Bylaws are accordingly amended, the Corporation does not have classes of directors, and does not elect to have staggered terms. 2.05. CHANGE OF NUMBER. The number of directors may be increased or decreased at any time by amendment of these Bylaws, pursuant to the process outlined in Article 10 of these Bylaws. A decrease in number does not have the effect of shortening the term of any incumbent director. In the event the established number of directors is decreased, the directors shall hold their positions until the next shareholder meeting occurs and new directors are elected and qualified. 2.06. ELECTION & REMOVAL OF DIRECTORS. Directors are to be voted on and elected at each annual shareholder meeting, unless a special meeting is expressly called to remove a director and/or fill a vacancy. Any rnember(s) of the Board, including the entire Board, may be removed by an affirmative vote by the holders of a majority of shares entitled to vote at any meeting of shareholders called expressly for that purpose. In the event that a director is elected, but is not yet qualified to hold office, then the previous director shall holdover until such time that the newly elected director is so qualified. 2.07. VACANCIES. All vacancies in the Board may be filled by the affirmative vote of a majority of the remaining directors, provided that any such director who fills a vacancy is qualified to be a director and shall only hold the office until a new director is elected by the shareholders at the next meeting of the shareholders. Any vacancy to be filled due to an increase in the number of directors may be filled by the Board for a term lasting until the next annual election of directors by the shareholders at the annual meeting or a special meeting called for the purpose of electing directors. Any director elected by the shareholders to fill a vacancy which results from the removal of a director shall serve the remainder of the annual term of the removed director and until a successor is elected by the shareholders and qualified. Any director who fills a vacancy on the Board shall not be considered unqualified or disqualified solely by virtue of being an interim director. Corporate Bylaws -Page 2 of 16

2.08. REGULAR MEETINGS. The meetings of the Board or any committee may be held at the Corporation's principal office or at any other place designated by the Board or its committee, including by means of remote communication. The annual meeting of the Board will be held without notice immediately after the adjournment of the annual meeting of shareholders. 2.09. SPECIAL MEETINGS. Special meetings of the Board may be held at any place and at any time and may be called by the Chairman of the Board, the President, Vice President, Secretary, or Treasurer, or at least two directors. Any special meeting of the Board must be preceded by at least forty-eight hours' notice of the date, time, place, and purpose of the meeting, unless these Bylaws require otherwise. 2.10. ACTION BY DIRECTORS WITHOUT A MEETING. Any action which may be taken at a meeting of the Board, or its committee, may be taken without a meeting, provided all directors or committee members unanimously agree, and such unanimous consent is filed with the minutes of the proceeding and sets forth the action taken taken by the Board. 2.11. NOTICE OF MEETINGS. The regular meetings of the Board shall be held without notice of the date, time, place, or purpose of the meeting, provided the meeting of the Board follows the adjournment of the annual shareholder meeting. Notice may be given personally, by facsimile, by mail, or in any other lawful manner, so long as the method for notice comports with Article 8 of these Bylaws. Oral notification is sufficient only if a written record of the notice is included in the Corporation's minute book. Notice is effective at the earliest of: a. Receipt; b. Delivery to the proper address or telephone number of the director(s) as shown in the Corporation's records; or c. Five days after its deposit in the United States mail, as evidenced by the postmark, if correctly addressed and mailed with first-class postage prepaid. 2.12. QUORUM. A simple majority of the Board constitutes a quorum, and a quorum is necessary at all meetings to constitute a quorum to transact business. 2.13. DIRECTORS, MANNER OF ACTING. The act of the majority of the Board present at a meeting at which a quorum is present when the vote is taken shall be the act of the Board unless the Articles of Incorporation require a greater percentage. 2.14. WAIVER OF NOTICE. A director waives the notice requirement if that director attends or participates in the meeting, unless a director attends for the express purpose of promptly objecting to the transaction of any business because the meeting was not lawfully called or convened. A director may waive notice by a signed writing, delivered to the Corporation for inclusion in the minutes before or after the meeting. 2.15. REGISTERING DISSENT. A director who is present at a meeting at which an action on a corporate matter is taken is presumed to have assented to such action, unless the director expressly dissents to the action. A valid dissent must be entered in the meeting's minutes, filed Corporate Bylaws -Page 3 of 16

with the meeting's acting Secretary before its adjournment, or forwarded by registered mail to the Corporation's Secretary within twenty-four (24) hours after the meeting's adjournment. These options for dissent do not apply to a director who voted in favor of the action or failed to express such dissent at the meeting. 2.16. EXECUTIVE AND OTIIER COMMITTEES. The Board may create committees to delegate certain powers to act on behalf of the Board, provided the Board passes a resolution indicating such creation or delegation. The Board may delegate to a committee the power to appoint directors to fill vacancies on the Board. All committees must record regular minutes of their meetings and keep the minute book at the corporation's office. The creation or appointment of a committee does not relieve the Board or its members from their standard of care described in Section 2.03 of these Bylaws. Notwithstanding the power to create committees, no committee may be empowered to issue shares, recommend shareholder actions, nor amend these Bylaws. 2.17. REMUNERATION. The Board may adopt a resolution which results in directors being paid a reasonable compensation for their services rendered as directors of the Corporation. Directors may also be paid a fixed sum and expenses, if any, for attendance at each regular or special meeting of such Board. Nothing contained in these Bylaws precludes a director from receiving compensation for serving the Corporation in any other capacity, including any services rendered as an officer or employee. If the Board accordingly passes a resolution, then committee members may be allowed like compensation for attending committee meetings. A resolution of the Board that grants compensation to a director may be challenged by a shareholder, provided the shareholder requests a special shareholder meeting specifically addressing the resolution related to director compensation. Any Board resolution that relates to director compensation can be overturned by a majority vote of shareholders. 2.18. LOANS. The Corporation may not make loans to the directors, unless first approved by the holders of two-thirds of the voting shares. The Corporation may not make loans secured by its own shares. 2.19. ADVANCE EXPENSE. The Corporation shall pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding which arises from the business operations of the Corporation. 2.20. INDEMNIFICATION. Provided the director complies with the standard of care described in Section 2.03 of these Bylaws, the Corporation shall indemnify any director made a party to a proceeding, brought or threatened, as a consequence of the director acting in their official capacity. 2.21. ACTION OF DIRECTORS BY COMMUNICATIONS EQUIPMENT. Any action which may be taken at a meeting of the Board, or a committee, may be taken by means of a telephone or video conference or similar communications equipment which allows all persons Corporate Bylaws -Page 4 of 16

participating in the meeting to hear each other at the same time. A director participating in a meeting by this means is deemed to be present in person at the meeting. ARTICLE3 Shares 3.01. AUTHORITY TO ISSUE. The Corporation is authorized to issue any class of shares or securities convertible into shares of any class. Before any shares of the Corporation may be issued, the Board must pass a resolution which authorizes the issuance, sets the minimum consideration for the shares or security (or a formula to determine the minimum consideration), and fairly describes any non-monetary consideration. The authorized number of shares shall be as listed in the Corporation's Articles of Incorporation. 3.02. RESTRICTIONS. Shares may only be issued in accordance with the Corporation's Articles of Incorporation, and through the process described in these Bylaws. Any issuance of shares in excess of the amount described in the Articles of the Corporation must be authorized by the Board and approved by the affirmative vote by a majority of shareholders. Any restriction on the transferability of shares shall be fully furnished to the shareholder, upon shareholder request, and without any charge to the shareholder. No shareholder has a preemptive right to subscribe to any subsequent or additional issuance of shares. 3.03. SHARE CERTIFICATES. The Corporation need not provide shareholders any share certificates that certify the shares of the Corporation's shares held by the shareholder. Consequently, the Board may authorize the issuance of some or all shares of any class or series of shares without certificates, provided that the Board shall provide to a shareholder, upon that shareholder's request, a written statement that contains the information required to be on share certificates. If share certificates are issued, then each share certificate must contain on its face: a. The name and state of formation of the Corporation: b. The name of the shareholder ( or person to whom the shares are issued); c. The class of shares and the number of shares it represents; d. The signature of the president, vice president, chief executive officer, chief operating officer, chief financial officer, chairman of the Board, m: vice-chairman of the Board; and e. The counter signature of the Secretary, assistant secretary, treasurer, assistant treasurer, or any other officer. For the sake of clarity, in the event that an individual serves multiple roles within the Corporation, that person cannot countersign any document which that person has already signed in their official or individual capacity. If an officer who has signed or whose facsimile signature appears on any share certificate ceases to be an officer before the certificate is issued to the Corporate Bylaws -Page 5 of 16

shareholder, it may be issued by the Corporation and is valid as if the person were an officer on the date of issuance. The certificate may be sealed with the Corporation's seal. 3.04. MUTILATED, LOST, OR DESTROYED CERTIFICATES. In the instance of any mutilation, loss, or destruction of any share certificate, another may be issued in its place on proof of such mutilation, loss or destruction. The Board may impose conditions on such issuance and may require the giving of a satisfactory bond or indemnity to the Corporation. The Board may establish other procedures as they deem necessary. 3.05. FRACTIONAL SHARES OR SCRIP. The Corporation may: a. Issue fractions of a share which entitle the holder to exercise voting rights, to receive dividends, and to participate in any of the Corporation's assets in the event of liquidation; b. Arrange for the disposition of fractional interests by those entitled thereto; c. Pay the fair market value, in cash, of fractions of a share as of the time when those entitled to receive such shares are determined; or d. Issue scrip in a form which entitles the holder to receive a certificate for the full share upon surrender of such scrip aggregating a full share. 3.06. TRANSFER. So long as there is no transferability restriction on the shares, as described in Section 3.02 of these Bylaws, the shares of the Corporation are freely transferable. Transfers of shares must be made upon the corporation's share transfer books. Share transfer books shall be kept in the manner described in Article 7 of these Bylaws. Before a new certificate is issued, the old certificate must be surrendered for cancellation. The Board may, by resolution, open a share register in any state of the United States, and may employ an agent or agents to keep such register, and to record transfers or shares therein. 3.07. REGISTERED OWNER. The Corporation shall recognize an individual as the registered owner of given shares, provided that individual is determined as the shareholder of record by the record date as set out in Sections 4.08 and 4.09 of these Bylaws. Shareholders may agree to confer the right to vote or represent their shares to third parties, including trustees, proxies, or fiduciaries. The Board may resolve to adopt a procedure by which a shareholder of the Corporation may certify in writing to the Corporation that all or a portion of the shares registered in the shareholder's name are held for the account of a specified person or persons. The resolution must set forth: a. The classification of shareholders who may certify; b. The purpose or purposes for which the certification may be made; c. The form of certification and information to be contained therein; d. If the certification is with respect to a record date or closing of the share transfer books, the date within which the certification must be received by the Corporation; and e. Other provisions with respect to the procedure as are deemed necessary or desirable. Corporate Bylaws -Page 6 of 16

Upon receipt of a certification complying with this procedure, the Corporation must treat the persons specified in the certification as the holders of record for the number of shares specified in place of the shareholder making the certification. 3.08. CLASSES OR SERIES OF SHARES. Until such time that these Bylaws are amended accordingly, the shares of the Corporation are not classified, and are not in series. In the event the Board decides to classify or reclassify the shares or alter any shareholder rights or restrictions, then the Board shall cause an Amendment to its Articles of Incorporation to be filed with the relevant state authority. The Amendment to the Articles of Incorporation shall describe the rights and restrictions which are being modified or altered, along with a statement (if any) that the shares have been classified or reclassified. The Amendment to the Articles of Incorporation must be acknowledged and signed by either a director or an executive officer on behalf of the Board. 3.09. SHARES OWNED BY THE CORPORATION. Shares owned by the Corporation in another corporation may be voted by the officer, agent, or proxy chosen by the Board or, in the absence of such determination, by the President of the Corporation. The power to vote such shares is vested in the Board, however, the President is authorized to vote on the Corporation's behalf, only in the absence of a Board decision on how to vote. If the Board does render a decision related to the vote of shares, then the President is bound by the Board's decision. The Corporation may vote or represent shares that it holds in itself, provided the Corporation holds such shares in a fiduciary capacity. If the Corporation holds shares in itself in such a fiduciary capacity, then such shares shall be counted in determining the total number of outstanding shares at a given time. If the Corporation holds shares in itself in a non-fiduciary capacity, then such shares shall be construed as authorized but unissued shares, and may not be represented or voted at a meeting of the shareholders. ARTICLE4 Shareholders 4.01. SHAREHOLDER MEETING PLACE. All shareholder meetings must be held at the Corporation's principal office or olher place predetermined by the Board. Shareholders may participate in the meeting by means telephonic or video conference, provided the participants can hear each other in real time. 4.02. ANNUAL MEETING TIME. The annual shareholder meeting for the election of directors and the transaction of such other business properly before the meeting, must be held each year on ---------~ at the hour of ______ ,. If that date is a legal holiday, then the meeting must be held on the day following, at the same hour. 4.03. ANNUAL MEETING -ORDER OF BUSINESS. The order of business at the annual shareholder meeting is as follows: a. Calling the meeting to order; Corporate Bylaws -Page 7 of 16

b. Proof of notice of meeting (or filing of waiver); c. Reading of minutes of last annual meeting; d. Officer reports; e. Committee reports; f. Election of directors; g. Disclosures to Shareholders; h. Miscellaneous business. 4.04 SPECIAL MEETINGS. Special shareholder meetings, for any purpose, may be called at any time by the President, the Board, or the Secretary. The Secretary may only call a special shareholder meeting if the Secretary has received a written request from the holders of at least one-tenth of all shares entitled to vote at the meeting. 4.05. NOTICE. The Secretary shall cause notice to be given to each shareholder of record at least ten (10) days, but no more than sixty (60) days, before the shareholders' meeting. Notice shall be by writing, electronic transmission, or by personal delivery, and shall state the time, place, and purpose of the meeting (including instructions for how to remotely or electronically attend and participate). Notice is considered given to a shareholder when it is personally provided to the shareholder, left at the shareholder's residence or usual place of business, mailed to the shareholder's address of record, or by electronic transmission to the shareholder's address or number of record on file with the Corporation. A single notice may he delivered to multiple shareholders sharing the same address, unless the Corporation receives a request from a shareholder that more than a single notice be delivered. Notice by electronic transmission shall be considered ineffective if the Corporation is unable to deliver two consecutive notices and the individual responsible for sending notices to shareholders is made aware of the delivery failures. A shareholder meeting, and any actions taken by shareholders, shall not be invalidated due to an inadvertent failure to deliver notice. 4.06. WAIVER OF NOTICE. A shareholder who is entitled to notice may waive the notice requirement if they provide a signed written waiver of the required notice, before or after the stated meeting time, or the shareholder is present at the meeting in person or by proxy. 4.07. ADJOURNED MEETING. If any shareholder meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, and place if the new date, time, and place is announced at the meeting before adjournment. But if the adjournment is for more than thirty (30) days or if a new record date for the adjourned meeting is, or must be fixed, then notice must be given pursuant to the requirements of Section 4.05, to those persons who are shareholders as of the new record date. 4.08. SHAREHOLDER LIST. At least ten (10) days before each shareholder meeting, a complete record of the shareholders entitled to vote at the meeting must be made and maintained in the books and records of the Corporation. This list must be arranged by voting group (if any), in alphabetical order, and include number of shares held by and the address of each shareholder Corporate Bylaws -Page 8 of 16

and in a legible and reproducible format. This record must be kept on file at the Corporation's principal office for a period of ten (10) days prior to the meeting. The records must also be kept open for inspection at shareholder meetings. 4.09. CLOSING OF TRANSFER BOOKS & FIXING RECORD DATE. In order to determine which shareholders are entitled to notice of or to vote at any shareholder meeting, or any adjournment thereof, or entitled to receive payment of any dividend, the Board may require that the share transfer books must be closed for not more than twenty (20) days prior to the meeting. Instead of closing the share transfer books, the Board may fix in advance a record date for determination of such shareholders. The record date must not be more than seventy (70) days or less than ten (10) days prior to the date of the meeting, adjournment, or payment. 4.10. SHAREHOLDER LIABILITY. Shareholders shall not be personally liable for the debts and acts of the Corporation solely due to the fact that the shareholders own shares of the Corporation. Nevertheless, shareholders are personally liable to the Corporation or its creditors for any delinquencies in payments of the agreed upon price or consideration for the shares. In the event that a subscription price or consideration for shares has not been fully paid, the following people are not personally liable for the unpaid balance: a. A transferee or assignee who acquires the shares or subscription in good faith and without knowledge or notice of the nonpayment; b. A person who holds the shares as a fiduciary, although the estate in the hands of the fiduciary is liable for the nonpayment; and c. A pledgee or other person who holds shares as security. 4.11. VOTING RIGHTS. Each outstanding share is entitled to one (1) vote on each matter submitted to a vote at a shareholder meeting, provided the shares are held in compliance with any payment plan, subscription, share purchase agreement, or fiduciary capacity. Agreements between or among the shareholders of the Corporation which may limit, restrict, or otherwise affect the normal governance or operations of the Corporation, directors, officers, or shareholders are permitted. For the sake of clarity and to avoid future confusion, "normal governance or operations" shall include the rights to call meetings, vote on matters, and take action on behalf of the Corporation. 4.12. VOTING FOR DIRECTORS. Unless otherwise provided in the Articles of Incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. 4.13. PROXIES. A shareholder may vote either in person or by proxy, signed in writing by the shareholder or the shareholder's duly authorized attorney-in-fact. No proxy is valid after eleven (11) months from the date signed, unless the proxy states otherwise. A proxy is revocable by a shareholder at any time, unless the proxy states that it is irrevocable and is coupled with an interest. Corporate Bylaws -Page 9 of 16

4.14. QUORUM. When a majority of all outstanding shares which may vote on a given matter is present, in person or by proxy, a quorum exists for the purposes of the matter subjected to a vote. If a quorum is present at a shareholder meeting, then a majority vote of all shares comprising the quorum at the meeting is sufficient to approve or deny any matter properly brought before the meeting. 4.15. ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action which may be taken at any annual or special shareholder meeting may be taken without a meeting and without prior notice if one or more shareholders entitled to vote on the matter consent to the action in writing, setting forth the action so taken and at least the minimum number of votes necessary to take such action. Such consent must also be signed by all the shareholders which support such action and consent. In the event any consent to action without a shareholder meeting is submitted to the Corporation is deficient under this Section of these Bylaws, the Corporation may notify shareholders of the pending action. 4.16. CORPORATION'S ACCEPTANCE OF VOTES. The Corporation shall accept votes by the shareholders in the following manner: a. If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholders. b. If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if: i. the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity; ii. the name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; iii. the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; iv. the name signed purports to be that of a pledgee, beneficial owner, or attomey-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; Corporate Bylaws -Page 10 of 16

v. two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners. c. The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder. d. The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the shareholder for the consequences of the acceptance or rejection. e. Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise. ARTICLE 5 Officers 5.01. DESIGNATIONS. The Corporation shall have a President, a Secretary, and a Treasurer, who will be elected by the directors at their first meeting after the annual shareholder meeting. The Corporation may also have one or more Vice-Presidents (one shall serve as Executive Vice-President) and Assistant Secretaries and Assistant Treasurers as the Board may designate. Per these Bylaws, an elected officer will hold office for one year or until a successor is elected and qualified. The same person may hold any two or more offices concurrently, except the offices of President, Vice-President, and Secretary shall be held by separate individuals. 5.02. APPOINTMENT AND TERM OF OFFICE. The officers of the Corporation shall be appointed by the Board for a term as determined by the Board. The designation of a specified term grants to the officer no contractual rights, and the Board can remove the officer at any time prior to the termination of such term. If no term is specified, they shall hold office until they resign, die, or until they are removed in the manner provided in Section 5.03. 5.03. REMOVAL OF OFFICERS. Any officer or agent may be removed by the Board at any time, with or without cause. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent shall not of itself create contract rights. 5.04. THE PRESIDENT. The President shall preside over all meetings of shareholders and directors, shall have general supervision of the Corporation's affairs, and perform all other duties as are incident to the office or are properly required by a resolution passed by the Board. Corporate Bylaws -Page 11 of 16

5.05. VICE PRESIDENT. During the absence or disability of the President, the Executive Vice-President (if any) may exercise all functions of the President. Each Vice-President shall have such powers and fulfill such duties as may be assigned by a resolution of the Board. If there is no Vice President, then the Treasurer shall perform such duties of the President. 5.06. SECRETARY AND ASSISTANT SECRETARIES. The Secretary must: a. Issue notices for all meetings and actions of the Board or shareholders; b. Accept all requests for special meetings of the Board or shareholders; c. Accept all notices of proxy appointments and revocations; d. Keep the minutes of all meetings; e. Accept delivery of any dissent announced at any meeting of the Board or shareholders; f. Acknowledge and execute any share certificates; g. Have charge of the corporate seal and books; and h. Make reports and perform duties as are incident to the office, or are properly required of him or her by the Board of Directors. The Assistant Secretary, or Assistant Secretaries (in the order designated by the Board), will perform all of the duties of the Secretary during the absence or disability of the Secretary, and at other times may perform such duties as are directed by the President or the Board. 5.07. THE TREASURER. The Treasurer shall: a. Have custody of the Corporation's monies and securities and maintain regular books of account; b. Disburse the Corporation's funds in payment of the just demands against the Corporation or as may be ordered by the Board, taking proper vouchers for such disbursements; and c. Provide the Board with an account of all his or her transactions as Treasurer and of the financial conditions of the office properly required of him or her by the Board. The Assistant Treasurer, or Assistant Treasurers (in the order designated by the Board), must perform all of the duties of the Treasurer in the absence or disability of the Treasurer, and at other times may perform such other duties as are directed by the President or the Board. 5.08. DELEGATION. In the absence or inability to act of any officer and of any person authorized to act in theit place, the Board may delegate the officer's powers or duties to any other officer, ditector, or other person, subject to Section 5.01 of these Bylaws. Vacancies in any office arising from any cause may be filled by the Board, subject to Section 5.01 of these Bylaws, at any regular or special board meeting. 5.09. OTHER OFFICERS. The Board may appoint other officers and agents as it deems necessary or expedient. The term, powers, and duties of such officers will be determined by the Board and described in the resolution authorizing the appointment. Corporate Bylaws -Page 12 of 16

5.10. LOANS. No loans may be made by the Corporation to any officer, unless first approved by a two-thirds majority vote of all the outstanding the voting shares entitled to vote on the matter. 5.11. BONDS. The Board may resolve to require any officer to give bonds to the Corporation, with sufficient surety or sureties, conditioned upon the faithful performance of the duties of their offices and compliance with other conditions as required by the Board. 5.12. SALARIES. Officers' salaries will be fixed from time to time by the Board. Officers are not prevented from receiving a salary by reason of the fact that he or she is also a director of the Corporation. 5.13. INDEMNIFICATION. Officers shall be indemnified by the Corporation, so long as the officer acted in a manner substantially similar to and consistent with the standard of care for directors, as described in Section 2.03 of these Bylaws. Any officer indemnification shall be limited to proceedings that are directly related to or have arisen out of the officer's acts on behalf of the Corporation. ARTICLE6 Capital & Finance 6.01. DIVIDENDS. Dividends may be declared by the Board and paid by the Corporation out of the net earnings of the corporation unreserved and unrestricted earned surplus of the Corporation, or out of the unreserved and unrestricted net earnings of the current fiscal year, or in treasury shares of the Corporation, subject to the conditions and limitations imposed by the state of formation. The share transfer books may be closed by the Board pursuant to Sections 3.07 and 4.08 of these Bylaws. The Board, without closing the Corporation's books, may declare dividends payable only to holders of record at the close of business on any business day not more than ninety (90) days prior to the date on which the dividend is paid. 6.02. RESERVES. The Board may, in its absolute discretion, set aside out of the Corporation's earned net surplus, such sum or sums as it deems expedient for dividend, maintaining any corporate property, or any other purpose, before making any distribution of earned surplus. 6.03. DEPOSITORIES. The Corporation's monies must be deposited in the Corporation's name in a bank or trust company or trust companies designated by resolution of the Board. Corporate monies may be drawn out only by check or other order for payment signed by such persons and in such manner as may be determined by resolution of the Board. ARTICLE 7 Books and Records 7.01. MEETING MINUTES. As required by these Bylaws, the Corporation must keep a complete and accurate accounting and minutes of the proceedings of its shareholders and Board. Corporate Bylaws -Page 13 of 16

7.02. SHAREHOLDER LIST. The Corporation must keep a list of its shareholders, including the names and addresses of all shareholders and the number and class of the shares held by each at its registered office or principal place of business, or at the office of its transfer agent or registrar. 7.03. ACCOUNTING RECORDS. The Corporation shall maintain appropriate accounting records. 7.04. OTHER RECORDS. The Corporation shall keep a copy of the following records at its principal office: a. its Articles of Incorporation, as originally filed, and as currently in effect; b. a copy of these Bylaws currently in effect; c. the minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three (3) years; d. all written communications within the past three (3) years to shareholders as a group; e. a list of the names and business addresses of its current officers and directors; f. its most recent annual report delivered to the relevant state authority; and g. all quarterly or annual financial statements (balance sheet and income statement) prepared for periods ending during the last three (3) years. 7.05. LEGIBILITY OF RECORDS. Any books, records, and minutes may be in written form or any other form capable of being converted into written form within a reasonable time. 7.06. RIGHT TO INSPECT. Any shareholder or shareholder representative has the right, upon written request delivered to the Corporation, to inspect and copy during usual business hours the following documents of the Corporation: a. These Bylaws; b. Minutes of the shareholder proceedings; c. Annual statements of affairs; d. Any voting trust agreements; and e. Any documents kept in accordance with Article 7 herein. The Corporation acknowledges and agrees that any obligation to produce corporate documents under this Article of these Bylaws shall attach to the Secretary as part of the duties described in Section 5.06 of these Bylaws. 7.07. ENHANCED INSPECTION. Any individual or group which comprises at least five (5) percent of the outstanding shares, may submit to the Corporation a written request to inspect and copy the following documents during usual business hours: a. The books of account and share ledger of the Corporation; b. The statement of affairs for the Corporation; and c. The list of shareholders. Corporate Bylaws -Page 14 of 16

ARTICLES Notices 8.01. MAILING OF NOTICE. Except as may otherwise be required by law, any notice to any shareholder or director may be delivered personally or by mail. If mailed, the notice will be deemed to have been delivered on the close of business of the fifth business day following the day when deposited in the United States mail with postage prepaid and addressed to the recipient's last known address in the records of the Corporation. 8.02. E-NOTICE PERMITTED. Any communications required by these Bylaws, or any other laws, may be made by digital or electronic transmission to the recipient's known electronic address or number as known to the Corporation at the time of notice. 8.03. DUTY TO NOTIFY. All shareholders, directors, officers, employees, and representatives of the Corporation are required to notify the Corporation of any changes to the individual's contact information. Pursuant to the obligations under this Section of these Bylaws, the individual must notify the Corporation that electronic transmissions of notice are impracticable, impossible, frustrated, or otherwise improper and ineffective. ARTICLE9 Special Corporate Acts 9.01. EXECUTION OF WRITTEN INSTRUMENTS. All contracts, deeds, documents, and instruments that acquire, transfer, exchange, sell, or dispose of any assets of the Corporation must be executed by the President to bind the Corporation. This Section does not apply to any checks, money orders, notes, or other financial instruments for direct payment of corporate funds which are subject to Section 9.02 of these Bylaws. 9.02. SIGNING OF CHECKS OR NOTES. All authorizations to distribute, pay, or immediately draw upon the financial resources of the Corporation must be signed by the Treasurer, including any expense reimbursement or compensation payments to directors, officers, employees, representatives, service providers, or contractors of the Company. 9.03. SPECIAL SIGNING POWERS. To duly bind the Corporation to an agreement or instrument in the event the President holds an interest which exists outside of the capacity of being President, then any agreement involving such interest must be signed by an officer pursuant to either Section 5.05 or 9.02 of these Bylaws. 9.04. SHAREHOLDER APPROVAL. Shareholder approval is required prior to any merger, consolidation, share-exchange, conversion, or dissolution, and any loans provided under Sections 2.18 or 5.10 of these Bylaws. In the event of any dissent by shareholders, the Corporation must comply with Section 9.05 of these Bylaws. Corporate Bylaws -Page 15 of 16

Until these Bylaws require otherwise, no shareholder approval is required to acquire, transfer, exchange, sell, or dispose of any assets of the Corporation in the ordinary course of business or after dissolving the Corporation. 9.05. DISSENTER RIGHTS. Shareholders are entitled to dissent from, and obtain fair value payment for shares held in the event of, any corporate actions requiring shareholder approval under Section 9.04 of these Bylaws. In the event a corporate action that will create dissenter rights under this Section of these Bylaws occurs, the Corporation shall deliver notice to all shareholders that a corporate action has occurred or will occur that entitles the shareholder to assert their dissenter rights under these Bylaws. These options for dissent do not apply to a shareholder who voted in favor of the action or failed to express such dissent at the meeting. ARTICLE 10 Amendments 10.01. BY SHAREHOLDERS. These Bylaws may be altered, amended or repealed by the affirmative vote of a majority of the voting shares issued and outstanding at any regular or special shareholder meeting. 10.02. BY DIRECTORS. The Board of Directors has the power to make, alter, amend, and repeal the Corporation's Bylaws. Any alteration, amendment, or repeal of the Bylaws, may be changed or repealed by the holders of a majority of the shares entitled to vote at any shareholders meeting. 10.03. EMERGENCY BYLAWS. The Board of Directors may adopt emergency Bylaws, subject to a vote to repeal or modify by the shareholders, which operate during any emergency in the Corporation's conduct of business resulting from an attack on the United States or a nuclear or atomic disaster. 10.04. COMPLIANCE WITH STATE LAW. Any amendment to the Corporation's Articles of Incorporation or these Bylaws shall be consistent with laws of the state of formation. These Bylaws are adopted by resolution of the Corporation's Board of Directors on this 12th day of September 20~. Director Corporate Bylaws -Page 16 of 16

Corporate Resolution to Open a Bank Account Account: Bank: 12th Holder: Address: Address: Acct#: September As an Officer of the Corporation named above, I certify that the corporation has been organized within the bounds of state law as a for-profit corporation with its principal office located at: 8 The Green STED Dover DE 19901 I further attest that at the initial meeting of the Corporation's board of directors held on 12-September 20±i_, a quorum was present and voting and adopted the following resolutions: Resolved, that the financial institution named above is designated as a depository for the funds of this corporation, which may be withdrawn on checks, drafts, advices of debit, notes, or other orders for payments bearing any officer or authorized employee of this corporation. Further Resolved, that the financial institution will accept and pay on, without further inquiry, any checks or debits drawn against any of the corporation's accounts. The checks or debits will be honored by the financial institution whether the item has been drawn or endorsed to the order of any authorized officer or employee signing; tendered by the authorized officer or employee for the purpose of cashing or payment; or for deposit to the officer's or employee's personal account. The financial institution will not be required to inquire as to the use of any check or debit signed in accordance with the resolutions contained herein. Further Resolved, that the officers or authorized employees may execute other agreements, including, but not limited to, special depository agreements, and arrangements concerning the manner, condition, and/or purposes for which funds, checks, debits, or items of the corporation may be deposited, collected, or withdrawn, as long as these other agreements are not contrary to the provisions contained in this resolution. Further Resolved, that the power granted to the corporation's officers or authorized employees will remain in full force and effect until written notice has been delivered and received by the financial institution at each location where an account is maintained. The financial institution will be indemnified and held harmless from any losses suffered or liabilities incurred by continuing to act in accordance with this resolution. I Further Attest that the persons named below occupy the stated positions, as indicated by their signatures, and that the resolutions contained in this document are recorded on the books of the corporation, and these resolutions are in full force and effect and have not been altered in any way. [Signatures on the following page] Bank Account Resolution -Page l of 2

I Agree to all of the above on this 12th day of _S_e~p_te_m_be_r _______ ~ 20 24 CERTIFIED TO AND ATTESTED BY: Signing Officer Title: CEO Bank Account Resolution -Page 2 of 2

Exhibit 1A-4.1

FIRSTVITALS INC.

a Delaware Corporation

2,440,000 Shares of Common Stock

REGULATION A SUBSCRIPTION AGREEMENT

This Subscription Agreement (the “Subscription Agreement”) is made as of the date set forth below by and between the undersigned (the “Subscriber”) and the Company and is intended to set forth certain representations, covenants and agreements between Subscriber and the Company with respect to the offering (the “Offering”) for sale by the Company of the Shares of Common Stock as described in the Company’s offering circular (the “Offering Circular”), a copy of which has been delivered to Subscriber. The Shares of Common Stock are also referred to herein as the “Securities” or “Shares.”

Investing in securities represented by the Shares of FirstVitals Inc., a Delaware corporation (the “Company”) involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment and such investment could be illiquid for an indefinite period of time. No public market currently exists for the Shares and if a public market develops following this offering, it may not continue.

The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or blue sky laws and are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and state securities or blue sky laws. Although an offering statement has been filed with the Securities and Exchange Commission (the “SEC”), that offering statement does not include the same information that would be included in a registration statement under the Securities Act. The Shares have not been approved or disapproved by the SEC, any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon the merits of this offering or the adequacy or accuracy of the offering circular or any other materials or information made available to subscriber in connection with this offering, through the online website platform at www.firstvitals.com (the “Portal”), or the SEC’s EDGAR website at https://www.sec.gov/edgar/search/.

No sale may be made to persons who are not “accredited investors” if the aggregate purchase price is more than 10% of the greater of such investors’ annual income or net worth. The Company is relying on the representations and warranties set forth by each subscriber in this Subscription Agreement and the other information provided by subscriber in connection with this offering to determine compliance with this requirement.

Prospective investors may not treat the contents of this Regulation A+ Subscription Agreement, the offering circular or any of the other materials available (collectively, the “Offering Materials”) or any prior or subsequent communications from the Company or any of its affiliates, officer, employees or agents as investment, legal or tax advice. In making an investment decision, investors must rely on their own examination of the Company and the terms of this offering, including the merits and the risks involved. Each prospective investor should consult the investor’s own counsel, accountant and other professional advisor as to investment, legal, tax and other related matters concerning the investor’s proposed investment.

The Company reserves the right in its sole discretion and for any reason whatsoever to modify, amend and/or withdraw all or a portion of the offering and/or accept or reject in whole or in part any prospective investment in the Shares or to allot to any prospective investor less than the amount of Shares such investor desires to purchase.

Except as otherwise indicated, the Offering Materials speak as of their date. Neither the delivery nor the purchase of the Shares shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since that date.

ARTICLE I

SUBSCRIPTION

1.01  Subscription. Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes for, and agrees to, purchase from the Company the number of Shares set forth on the Subscription Agreement Signature Page, and the Company agrees to sell such Shares to Subscriber at a minimum purchase of 100 (One Hundred) Shares for $850.00 (Eight Hundred Fifty Dollars) [Eight Dollars and Fifty Cents ($8.50) per Share] for the total amount set forth on the Subscription Agreement Signature Page (the “Purchase Price”), subject to the Company's right to sell to Subscriber such lesser number of Shares as the Company may, in its sole discretion, deem necessary or desirable.

1.02  Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this Subscription is made subject to the following terms and conditions: 

(a)    Contemporaneously with the execution and delivery of this Subscription Agreement through the Platform, Subscriber shall pay the Purchase Price for the Shares in the form of ACH debit transfer, wire transfer, or credit card payment. Your subscription is irrevocable. The Company selected a transfer agent company (the “Transfer Agent”) to maintain all such funds for Subscriber’s benefit until the earliest to occur of: (i) the Closing, (ii) the rejection of such subscription or (iii) the termination of the Offering by the Company in its sole discretion. 

(b)   Payment of the Purchase Price shall be (i) made by Subscriber via the Portal, (ii) received through the Transfer Agent, and (iii) upon acceptance by the Company, deposited into the Company operating account.

(c)    This subscription shall be deemed to be accepted only when this Subscription Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the Purchase Price for clearance will not be deemed an acceptance of this Subscription Agreement. The acceptance and the deposit will comprise a closing (a “Closing”).

(d)   The Company shall have the right to reject this subscription, in whole or in part.

(e)    The payment of the Purchase Price (or, in the case of rejection of a portion of the Subscriber's subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber's subscription is rejected in whole or in part or if the Offering is withdrawn or canceled.

(f)        Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by the Transfer Agent, which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A+. 

1.03    Bylaws.  You have received and read a copy of the Company’s Bylaws (the “Bylaws”) and agree that your execution of this Subscription Agreement constitutes your consent to the Bylaws, and that upon acceptance of this Subscription Agreement by the Company, you will become a shareholder of the Company as a holder of the Shares. When this Subscription Agreement is countersigned by the Company, the Bylaws shall be binding upon acceptance of your subscription.

1.04    The Platform. The Offering is described in the Offering Circular, that is available through the online website platform www.firstvitals.com, or the SEC’s EDGAR website at https://www.sec.gov/edgar/search/. Please read this Subscription Agreement, the Offering Circular, and the Bylaws. While they are subject to change, as described below, the Company advises you to print and retain a copy of these documents for your records.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER

By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of the date of each Closing date: 

2.01  Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement has been or will be effectively taken prior to the Closing. Upon execution and delivery, this Subscription Agreement will be a valid and binding obligation of Subscriber, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (b) as limited by general principles of equity that restrict the availability of equitable remedies. 

2.02  Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act. Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained in this Subscription Agreement.  Subscriber is purchasing the Shares for Subscriber’s own account. Subscriber has received and reviewed this Subscription Agreement, the Offering Circular and the Bylaws Agreement. Subscriber and/or Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by the Company or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with the Offering to evaluate the merits and risks of an investment, to make an informed investment decision, and to protect Subscriber’s own interest in connection with an investment in the Shares.

2.03  Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and understands all of the risk factors relating to the purchase of Securities.

2.04  Accredited Investor Status or Investment Limits. Subscriber represents that either:

(a)    Subscriber is an “Accredited Investor” within the meaning of Rule 501 of Regulation D under the Securities Act; or 

(b)   The Purchase Price set out below, on the signature page of this Subscription Agreement, together with any other amounts previously used to purchase Securities in this Offering, does not exceed ten percent (10%) of the greater of the Subscriber’s annual income or net worth. Subscriber represents that to the extent it has any questions with respect to its status as an Accredited Investor, or the application of the investment limits, it has sought professional advice. 

2.05  Additional Subscriber Information; Payment Information. Subscriber agrees to provide any additional documentation the Company may reasonably request, including documentation as may be required by the Company to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, or otherwise as a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, or as may be required by the securities administrators or regulators of any state, to confirm that the Subscriber meets any applicable minimum financial suitability standards and has satisfied any applicable maximum investment limits. Subscriber acknowledges that Subscriber’s responses to questions on the Platform (as defined in the Offering Circular) are true, complete and accurate in all respects. Payment information provided by Subscriber through the Platform is true, accurate and correct and such payment information shall be deemed to be a part of this Subscription Agreement as if, and to the same extent that, such information was set forth herein.

2.06  Company Information. Subscriber has read the Offering Circular filed with the SEC, including the section titled “Risk Factors. ” Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Circular. Subscriber acknowledges that no representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition. 

2.07  Neither the Company nor the Platform is an Investment Adviser. Subscriber understands that neither the Company nor the Platform is registered under the Investment Company Act of 1940 or the Investment Advisers Act of 1940.

2.08  Valuation. Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

2.09  Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature page and provided on the Platform.

2.10  No Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber. Subscriber will indemnify and hold the Company harmless against any liability, loss or expense (including, without limitation, reasonable attorneys' fees and out-of-pocket expenses) arising in connection with any such claim.

2.11  Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities, (b) any foreign exchange restrictions applicable to such purchase, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction. 

2.12  Terms and Conditions of the Platform.  Subscriber acknowledges that it has read, understands and agrees to the terms and conditions, privacy policy and disclaimers on the Platform.

2.13  Transfer Restrictions.  Subscriber acknowledges and agrees that the Shares are subject to restrictions on transfer. The Shares shall bear a digital or physical restrictive legend in substantially the following form (and a stop transfer order may be placed against transfer of such certificates or instruments):

THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO SIGNIFICANT RESTRICTIONS ON TRANSFER PURSUANT TO THE FEDERAL AND STATE SECURITIES RULES AND REGULATIONS AND THE SUBSCRIPTION AGREEMENT PURSUANT TO WHICH THESE SECURITIES WERE ORIGINALLY SOLD. ANY PURPORTED TRANSFER IN VIOLATION OF SUCH PROVISIONS SHALL BE VOID, AB INITIO.

ARTICLE III

SURVIVAL; INDEMNIFICATION

3.01  Survival; Indemnification. All representations, warranties and covenants contained in this Subscription Agreement and the indemnification contained herein shall survive (a) the acceptance of this Subscription Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber’s qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws. 

ARTICLE IV

MISCELLANEOUS PROVISIONS

4.01  Captions and Headings. The Article and Section headings throughout this Subscription Agreement are for convenience of reference only and shall in no way be deemed to define, limit or add to any provision of this Subscription Agreement. 

4.02  Notification of Changes. Subscriber agrees and covenants to notify the Company immediately upon the occurrence of any event prior to the consummation of this Offering that would cause any representation, warranty, covenant or other statement contained in this Subscription Agreement to be false or incorrect or of any change in any statement made herein occurring prior to the consummation of this Offering.

4.03  Assignability. This Subscription Agreement is not assignable by Subscriber, and may not be modified, waived or terminated except by an instrument in writing signed by the party against whom enforcement of such modification, waiver or termination is sought. 

4.04  Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns, and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by and be binding upon such heirs, executors, administrators, successors, legal representatives and assigns. 

4.05  Obligations Irrevocable. The obligations of Subscriber shall be irrevocable, except with the consent of the Company, until the consummation or termination of the Offering.

4.06  Entire Agreement; Amendment. This Subscription Agreement states the entire agreement and understanding of the parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written. No amendment of the Agreement shall be made without the express written consent of the parties. 

4.07  Severability. The invalidity or unenforceability of any particular provision of this Subscription Agreement shall not affect any other provision hereof, which shall be construed in all respects as if such invalid or unenforceable provision were omitted. 

4.08  Notices. All notices and communications to be given or otherwise made to the Subscriber shall be deemed to be sufficient if sent by electronic mail to such address as set forth for the Subscriber at the records of the Company (or that you submitted to us via the Platform). You shall send all notices or other communications required to be given hereunder to the Company via email at ir@firstvitals.com, with a copy sent either certified mail or another traceable form of delivery to the Company at the following address:

FirstVitals Inc.

2605 Camino Tassajara #2500

Danville, CA 94526

Attention: Investor Relations

Any such notice or communication shall be deemed to have been delivered and received on the first business day following that on which the electronic mail has been sent (assuming that there is no error in delivery). As used in this Section, “business day” shall mean any day other than a day on which banking institutions in the State of Delaware are legally closed for business.

4.09  Counterparts. This Subscription Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement. 

4.10  Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the Platform (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the Platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the Platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 4.10 establishes such party's acceptance of the terms and conditions of this Subscription Agreement.

4.11  Consent to Electronic Delivery of Tax Documents. Please read this disclosure about how the Company will provide certain documents that it is required by the Internal Revenue Service (the “IRS”) to send to you (the “Tax Documents”) in connection with your Shares. Tax Documents provide important information you need to complete your tax returns. Tax Documents include Form 1099 and/or Form K-1. Occasionally, the Company is required to send you CORRECTED Tax Documents. Additionally, the Company may include inserts with your Tax Documents. The Company is required to send Tax Documents to you in writing, which means in paper form. When you consent to electronic delivery of your Tax Documents, you will be consenting to delivery of Tax Documents, including corrected Tax Documents and inserts, electronically instead of in paper form. By executing this Subscription Agreement on the Platform, you are consenting in the affirmative that the Company may send Tax Documents to you electronically and acknowledging that you are able to access Tax Documents from the site. If you subsequently withdraw consent to receive Tax Documents electronically, a paper copy will be provided. Your consent to receive the Tax Documents electronically continues for every tax year until you withdraw your consent. You can withdraw your consent before the Tax Documents are furnished by mailing a letter including your name, mailing address, effective tax year, and indicating your intent to withdraw consent to the electronic delivery of Tax Documents to the Company at:

FirstVitals Inc.

2605 Camino Tassajara #2500

Danville, CA 94526

Attention: Investor Relations

If you withdraw consent to receive Tax Documents electronically, a paper copy will be provided. You must keep your e-mail address current with the Company. You must promptly notify the Company of a change of your email address. If your mailing address, email address, telephone number or other contact information changes, you may also provide updated information by contacting the Company.

4.12  Electronic Delivery of Information. Subscriber and the Company each hereby agree that all current and future notices, confirmations and other communications regarding this Subscription Agreement, the Bylaws and future communications in general between the parties, may be made by email, sent to the email address of record as set forth in this Subscription Agreement or as otherwise from time to time changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically sent communication fails to be received for any reason, including but not limited to (i) such communications being diverted to the recipients spam filters by the recipients email service provider, (ii) due to a recipient’s change of address, or (iii) due to technology issues by the recipients service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received. No physical, paper documents will be sent to you, and if you desire physical documents then you agree to be satisfied by directly and personally printing, at your own expense, the electronically sent communication(s) and maintaining such physical records in any manner or form that you desire.

10

Exhibit 1A-6.1

SHAREHOLDER PROMISSORY NOTE

Principal Amount: $2,000.00
Date: 9/30/2024
Maturity Date: 10/01/2025

FOR VALUE RECEIVED, FirstVitals Inc., a Delaware corporation (the "Company"), hereby promises to pay to Ernest G. Lee (the "Holder"), the principal sum of two thousand dollars ($2,000.00), together with interest on the unpaid principal balance at the rate of five percent (5%) per annum.

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed and delivered as of the date first above written.

Exhibit 1A-6.2

SHAREHOLDER PROMISSORY NOTE

Principal Amount: $20,000.00
Date: 09/30/2024
Maturity Date: 10/01/2025

FOR VALUE RECEIVED, FirstVitals Inc., a Delaware corporation (the "Company"), hereby promises to pay to Ernest G. Lee (the "Holder"), the principal sum of twenty thousand dollars ($20,000.00), together with interest on the unpaid principal balance at the rate of five percent (5%) per annum.

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed and delivered as of the date first above written.

Exhibit 1A-6.3

SHAREHOLDER PROMISSORY NOTE

Principal Amount: $25,000.00
Date: 11/15/2024
Maturity Date: 11/16/2025 

FOR VALUE RECEIVED, FirstVitals Inc., a Delaware corporation (the "Company"), hereby promises to pay to Ernest G. Lee (the "Holder"), the principal sum of twenty-five thousand dollars ($25,000.00), together with interest on the unpaid principal balance at the rate of five percent (5%) per annum. 

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed and delivered as of the date first above written.

Exhibit 1A-6.4

SHAREHOLDER PROMISSORY NOTE

Principal Amount: $10,000.00
Date: 12/13/2024
Maturity Date: 12/14/2025 

FOR VALUE RECEIVED, FirstVitals Inc., a Delaware corporation (the "Company"), hereby promises to pay to Ernest G. Lee (the "Holder"), the principal sum of ten thousand dollars ($10,000.00), together with interest on the unpaid principal balance at the rate of five percent (5%) per annum. 

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed and delivered as of the date first above written.

Exhibit 1A-6.5

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON ITS CONVERSION MAY BE SOLD, TRANSFERRED, HYPOTHECATED, OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT OR AS OTHERWISE PERMITTED BY BORROWER, OR, IN THE OPINION OF COUNSEL SATISFACTORY TO BORROWER, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED IN REGULATION D, RULE 506 OF THE ACT. THIS PROMISSORY NOTE IS NOT NEGOTIABLE OR TRANSFERABLE IN ANY WAY WITHOUT THE WRITTEN CONSENT OF THE BORROWER OF SUCH PROMISSORY NOTE, REFERRED TO AS THE “BORROWER” BELOW, WHICH CONSENT MAY BE GRANTED OR WITHHELD IN BORROWER’S SOLE DISCRETION. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OR ENDORSEMENT OF THIS PROMISSORY NOTE WITHOUT FIRST OBTAINING SUCH CONSENT. BEFORE DECIDING WHETHER TO GRANT CONSENT TO SUCH A TRANSFER, BORROWER MUST ALSO RECEIVE AN OPINION OF COUNSEL ACCEPTABLE TO THE BORROWER OF THIS PROMISSORY NOTE AND ADDRESSED TO THE BORROWER OF THIS PROMISSORY NOTE THAT THE PROPOSED TRANSFER OR SALE OF THIS PROMISSORY NOTE WOULD NOT AFFECT THE ORIGINAL SALE OF SECURITIES BY THE BORROWER OF THIS PROMISSORY NOTE PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY SEC RULE 506 AND THAT THE TRANSFER WOULD BE IN COMPLIANCE WITH ALL APPLICABLE STATE OR FEDERAL SECURITIES LAWS.

FIRSTVITALS INC.

SERIES A CONVERTIBLE PROMISSORY NOTE

For value received, the undersigned, FirstVitals Inc., a Delaware corporation (“Borrower” or “Company”), hereby promises to pay to Dr. Steven Gest (“Lender”), in lawful money of the United States of America, the principal sum of two hundred fifty thousand dollars ($250,000.00) (the “Note Amount” or “Loan”), or such lesser principal amount as may be outstanding under this Series A Convertible Promissory Note (the “Note”), plus interest thereon from the date hereof on the aggregate unpaid principal amount until such amount is paid in full or this Note in converted as described herein below.

a.       Upon the Company’s Initial Public Offering. The Company shall have the option to convert the Note in common shares of the Company at any time after the effectiveness of a registration statement filed with the Securities and Exchange Commission pursuant to the 1933 Securities Act. The Company shall be permitted to include all common shares issuable upon conversion of the Note in the registration statement. The common shares issuable upon conversion shall be referred to as “Conversion Shares”

b.       Conversion Formula. Unless separately negotiated, the Company shall convert the Note into Conversion Shares at a 50% discount to the pricing of the common shares as offered under the effective registration statement described in Section 4(a).

c.       Conversion Upon an Alternative Financing Transaction. If the Company determines not to offer its common shares in an initial public offering described in Section 4(a), the Company may still convert the Note pursuant to an Alternative Financing Transaction. At the closing of an Alternative Financing Transaction, the Note shall automatically convert into Conversion Shares at 50% of the value of the Company’s common shares, as valued in the Alternative Financing Transaction. In the event the value cannot be determined in the Alternative Financing Transaction, the Board of Directors of the Company shall determine, at their reasonable discretion, the value of the Company’s common shares. An Alternative Financing Transaction is an equity financing that raises proceeds to the Company in excess of $30M (thirty million dollars).

d.       Conversion Notice. The Company shall provide written notice of pending conversion to the Lender at least ten days prior to such conversion.

e.       Issuance of Conversion Shares. As soon as practicable after conversion of this Note, the Company will cause to be issued in the name of and delivered to the Lender, a certificate or certificates, a capitalization table, or other instruments, for the number or amount, as applicable, of Conversion Shares issued in a conversion to which the Lender is entitled upon such conversion under the terms of this Note. No fractional equity interests will be issued upon conversion of this Note. If upon any conversion of this Note (and all other Notes held by the same Lender, after aggregating all such conversions), a fraction of a share would otherwise result, then in lieu of such fractional shares the Company will issue to Lender an additional Conversion Share.

f.       Adjustment Provisions. The number and character of shares of Conversion Shares issuable upon conversion of this Note (or any shares of stock or other securities or property at the time receivable or issuable upon conversion of this Note) and the conversion price therefor, are subject to adjustment upon occurrence of the following events between the date this Note is issued and the date it is converted:

i.       Adjustment for Splits, Recapitalizations, etc. The number or amount, as applicable, of Conversion Shares issuable upon conversion of this Note (or any other securities at the time issuable upon conversion of this Note) shall each be proportionally adjusted to reflect any split, reclassification, recapitalization or other similar event affecting the number or amount of outstanding Shares unless the conversion ratio of such Conversion Shares already reflects such event.

ii.       Notice of Adjustments. The Borrower shall promptly give written notice of each adjustment or readjustment of the conversion price or the number of Conversion Shares or other securities issuable upon conversion of this Note. The notice shall describe the adjustment or readjustment and show in reasonable detail the facts on which the adjustment or readjustment is based.

iii.       No Change Necessary. The form of this Note need not be changed because of any adjustment in the conversion price or in the number of shares of Conversion Shares issuable upon its conversion.

a.       The Borrower is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and:

i.       has the power and authority and the legal right to own and operate its property and to conduct business in the manner in which it does and proposes so to do, and

ii.       is in compliance in all material respects with all requirements of law and contractual obligations.

b.       The Borrower has the power and authority and the legal right to execute, deliver and perform pursuant to the terms and conditions of this Note and has taken all necessary corporate action to authorize the execution, delivery and performance under the terms of this Note. This Note has been duly executed and delivered on behalf of the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity.

c.       The execution, delivery and performance of this Note, the borrowing hereunder and the use of the proceeds hereof, will not violate any provision of Borrower’s Articles of Incorporation, Bylaws or requirement of law or any contractual obligations of the Borrower or create or result in the creation of any lien on any assets of the Borrower.

d.       Affirmative Covenants; Lender Acknowledgement; Lender Representation. The Lender hereby represents and warrants to the Borrower that the Lender:, is an ‘accredited investor’ as that term is defined in Rule 501 (a) of Regulation D promulgated under the Securities Act.

e.       is acquiring the Note and Conversion Shares for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act. The Lender does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any the Note or the Conversion Shares in violation of applicable securities laws. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any Governmental Entity or any department or agency thereof.

f.       Reliance on Exemptions. The Lender understands that the Note and Conversion Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Lender’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Lender set forth herein in order to determine the availability of such exemptions and the eligibility of the Lender to acquire the Note and Conversion Shares.

g.       Information. The Lender and his advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Note and Conversion Shares that have been requested by the Lender. The Lender and his advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by the Lender or his advisors, if any, or its representatives shall modify, amend or affect the Lender's right to rely on the Company's representations and warranties contained herein. The Lender understands that his investment in the Note and Conversion Shares involves a high degree of risk. The Lender has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to his acquisition of the Note and Conversion Shares.

h.       No Governmental Review. The Lender understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Note and Conversion Shares or the fairness or suitability of the investment in the Note and Conversion Shares nor have such authorities passed upon or endorsed the merits of the offering of the Note and Conversion Shares.

i.       Transfer or Resale. The Lender understands that: (i) the Note and Conversion Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Lender shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Note and Conversion Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Lender provides the Company with reasonable assurance that such Note and Conversion Shares can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Note and Conversion Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Note and Conversion Shares under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) except as otherwise set forth herein, neither the Company nor any other Person is under any obligation to register the Note and Conversion Shares under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Note and Conversion Shares may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Note and Conversion Shares and such pledge of the Note and Conversion Shares shall not be deemed to be a transfer, sale or assignment of the Note and Conversion Shares hereunder, and if the Lender effects a pledge of Note and Conversion Shares, the Lender will not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement, including, without limitation, this Section 8(g).

j.       Validity; Enforcement. This Note has been duly and validly authorized, executed and delivered on behalf of the Lender and shall constitute the legal, valid and binding obligations of the Lender enforceable against the Lender in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

k.       No Conflicts. The execution, delivery and performance by the Lender of this Agreement and the consummation by the Lender of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Lender, or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Lender is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Lender, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Lender to perform its obligations hereunder.

l.       Experience of the Lender. The Lender, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Note and Conversion Shares, and has so evaluated the merits and risks of such investment. The Lender is able to bear the economic risk of an investment in the Note and Conversion Shares and, at the present time, is able to afford a complete loss of such investment.

m.       General Solicitation. Such Lender is not purchasing the Note and Conversion Shares as a result of any advertisement, article, notice or other communication regarding the Note and Conversion Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

a.       The Borrower shall fail to pay any amount due under this Note within five (5) days of the due date;

b.       Any representation or warranty made by the Borrower in this Note shall be materially inaccurate or incomplete; provided, that any such inaccurate or incomplete representation or warranty shall not constitute an Event of Default if it is corrected within thirty (30) days after any officer or employee of the Borrower obtains knowledge of such inaccuracy or incompleteness, and the corrected or revised representation or warranty made by the Borrower is acceptable to the Lender;

c.       The Borrower shall fail to observe or perform in any material respect any of the other terms or provisions of this Note and such failure shall continue for thirty (30) days;

d.       The Borrower shall:

i.       commence any case, proceeding or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or

ii.       commence any case, proceeding or other action seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets, or

iii.       make a general assignment for the benefit of its creditors.

e.       THEN, automatically upon the occurrence of an Event of Default under clause (d) of this Section 7 and, in all other cases, at the option of the Lender, in each case without notice to or demand upon the Borrower or any other party, the entire principal balance hereof thereon shall become immediately due and payable.

Lender:

[Address] 

Borrower: 

2605 Camino Tassajara #2500 | 

Danville, CA 94526 

Ernie.Lee@firstvitals.com

Either the Lender or the Borrower may change the address to which notices are to be sent by notice of such change to the other given as provided herein. Such notices shall be effective on the date received or, if mailed, on the third business day following the date mailed.

IN WITNESS WHEREOF, the Company and Lender has caused this Note to be duly executed the day and year first above written.

Exhibit 1A-6.6

Memorandum of Understanding (MOU)

This Memorandum of Understanding (“MoU”) is entered into as of July 15^th 2025 (the “Effective Date”), by and between:

FirstVitals Inc. (“FirstVitals”), a Delaware corporation with its principal place of business located in Danville, California, USA,

and

Augere Medical AS (“Augere” or the “Company”), a Norwegian private limited company with its registered address in Oslo, Norway, (each a “Party” and together, the “Parties”)

This MoU sets out a high-level understanding between FirstVitals and Augere Medical AS to collaborate on investment, product development, and commercialisation opportunities in advanced AI-enabled diagnostics and endoscopy.

Our shared aim is to advance clinically validated, AI powered gastrointestinal solutions in both humans and animals, in a way that compounds value, builds collaborative synergy and leverages each party’s unique strengths.

We’re aligned on what matters: shared values, expert execution, and speed. This MoU helps us mitigate risks quickly, deliver early value, and move with intent. The leverage for execution on technology advancement. It will unlock a new clinical indication for Barrett’s Esophagus, technical feasibility for equine use, and early regulatory traction across targeted geographies.

Both Parties bring unique and complementary strength to this collaboration: Augere contributes deep expertise in AI development, clinical validation, regulatory expertise and international commercialisation, while FirstVitals brings strategic capital, US regulatory and commercial know how and experience in capsule platform deployment. This MoU reflects a shared commitment to mutual success, and both parties agree that contributions will be fairly recognised in investor communications, product development and strategic planning.

The Parties acknowledge and agree that all obligations, undertakings, and milestones contemplated by this Memorandum of Understanding are expressly conditional upon FirstVitals’ successful completion of its pending Regulation A capital raise (the “Reg A Offering”).

A. Augere Pre-Series A Investment

B. Veterinary Capsule AI Development

C. Human Capsule AI Development – Small-Bowel Indication

C-1 Development Budget: cost-plus-estimated target-fee

C-2 Annual Service & Improvement Fee (ASF)

C-3 Running Royalty (creditable against ASF)

Mechanics. On an annual basis, FirstVitals will (i) calculate royalties due, (ii) deduct them from that year’s ASF until the ASF is exhausted, and (iii) remit any excess royalty balance. If annual royalties exceed the ASF, no further ASF is payable for that year.

C-4 Additional Indications

For each future indication elected by FirstVitals:

C-5 Audit and Adjustment

Augere shall supply an audited cost statement within 30 days of each milestone. Any undisputed cost underrun will reduce the ceiling dollar-for-dollar; overruns require mutual written approval.

D. Series A & Barrett’s Development

In addition to standard royalty terms, the Parties may agree to tiered success-based royalties in the Definitive Agreements. These would be triggered by surpassing defined revenue milestones for either the human AI solution, veterinary AI solution or the Barrett’s detection platform. This mechanism is intended to reward accelerated commercialisation and align incentives for scaling impact.

This MoU is intended to form the foundation of two binding documents to be negotiated and executed:

The final terms, including any governance rights, exclusivity terms, and performance incentives, will be defined in these agreements.

Veterinary Capsule Industry: FirstVitals will receive perpetual exclusive rights for worldwide commercialisation of the veterinary markets including but not limited to companion pets, and equine AI capsule technology, as defined in the Product Development Agreement. Rights will include all derivative and improvement technologies required for commercialisation. FirstVitals is willing to negotiate conditional exclusive distribution rights for a possible veterinary capsule technology for Augere in Europe.

Human Capsule Industry: FirstVitals will receive perpetual exclusive rights for worldwide commercialisation of the human AI capsule technology, as defined in the Product Development Agreement. Rights will include all derivative and improvement technologies required for commercialisation. FirstVitals is willing to negotiate conditional exclusive distribution rights for the human capsule technology for Augere in Europe.

Barrett’s / AIGI™ Platform: If FirstVitals serves as lead investor in the Series A round, defined as contributing at least 50% of the round total, it shall be granted a Conditional Exclusivity for exclusive U.S. commercial rights to the AIGI™ detection platform (combining AI polyp detection and AI Barrett’s esophagus diagnosis). This conditional exclusivity for U.S. commercial rights shall apply for a period of 24 months following FDA clearance, with a one-time extension of 12 months subject to achievement mutually agreed performance milestones. If FirstVitals does not serve as lead investor, this right shall not apply, and Augere may pursue other strategic partnerships for U.S. commercialisation.

Any grant of exclusive or negotiated U.S. commercial rights shall include a licensing fee, payable to Augere as defined in the definitive agreement. Additionally, performance-based bonus payment will be agreed based on key commercial milestones, such as first sales or revenue thresholds, to reflect the strategic value of these rights.

This MoU shall be governed by the laws of England, chosen as neutral and mutually acceptable jurisdiction.

Any disputes arising from this MoU shall be resolved through confidential arbitration in London, in accordance with the rules of the London Court of International Arbitration (LCIA). The arbitration shall be conducted in English.

This MoU will remain effective until July 31^st, 2025, unless extended by mutual agreement. Either Party may terminate this MoU with 20 days’ written notice in the event of:

Termination of this MoU will not affect obligations relating to confidentiality or IP sharing.

Each Party agrees to maintain the confidentiality of any proprietary or commercially sensitive information exchanged for a period of three (3) years from the date of disclosure.

Unless explicitly agreed otherwise in writing:

Page 6 of 6

Exhibit 1A-11.1

CONSENT OF INDEPENDENT AUDITOR

We consent to the use, in this Offering Circular on Form 1-A of our independent auditor’s report dated June 8, 2025, with respect to the audited balance sheet of FIRSTVITALS, INC. as of December 31, 2024, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the period from inception to December 31, 2024, and the related notes to the financial statements.

Very truly yours,

Assurance Dimensions

/s/ Assurance Dimensions

Tampa, Florida

July 21, 2025

Exhibit 1A-12.1

July 31, 2025

Mr. Ernest G. Lee

FirstVitals Inc.

2605 Camino Tassajara #2500

Danville, CA 94526

Re: Regulation A Offering – FirstVitals Inc.

Dear Mr. Lee:

We have acted as counsel to FirstVitals Inc., a Delaware corporation (the “Company”), in connection with the filing of the Offering Statement on Form 1-A (the “Offering Statement”) pursuant to 17 CFR Part 230.251 et. seq. (“Regulation A”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

The Offering Statement relates to the proposed issuance and sale (the “Offering”) by the Company of up to a maximum of two million four hundred forty thousand (2,440,000) shares of common stock of the Company (the “Shares”). We assume that the Shares will be sold as described in the Offering Statement pursuant to a Subscription Agreement (a “Subscription Agreement”), substantially in the form filed as an exhibit to the Offering Statement, to be entered into by and between the Company and each of the purchasers of the Shares.

In rendering the opinion set forth below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the Offering Statement; the Articles of Incorporation of the Company; the State of Delaware, Office of the Secretary of State certification of the Company’s existence with a status in “Good Standing”; the Bylaws of the Company; and such corporate records, certificates of public officials and other documentation as we have deemed necessary or appropriate.  We have assumed, without independent investigation, the genuineness of all signatures and the conformity to original documents of all documents submitted to us as certified, photostatic, reproduced, or conformed copies.  As to certain matters of fact, both expressed and implied, we have relied upon representations, statements or certificates of officers of the Company.

Based upon the above, and subject to the stated assumptions, we are of the opinion that, when issued in accordance with the terms of the Offering Statement, the Shares will be duly authorized, validly issued, obligations of the Company.

Our opinion set forth herein is limited to the corporate law of the State of Delaware and to the extent that judicial and regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations for governmental authorities are relevant, to those required under such law.  We express no opinion and make no representation with respect to any other laws or the law of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Offering Statement and Form 1-A and to any references to this firm in any prospectus contained therein.  In giving this consent, we do not admit that we are experts within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or any other document or agreement involved with the issuance of the Interests. We assume no obligation to advise you of facts, circumstances, events or developments which may hereafter be brought to our attention, and which may alter, affect, or modify the opinions expressed herein.

Very truly yours,

Red Rock Securities Law, Inc.

/s Brian Geoghegan

Brian Geoghegan, Attorney