Maximum 227,659 shares of 8% Series A Preferred Stock* ($1,069,997.30)
*Maximum subject to adjustment for bonus shares. See 10% Bonus below
Minimum 2128 shares of 8% Series A Preferred Stock ($10,001.60)
|Corporate Address||147 Front Street, Brooklyn, N.Y. 11201|
|Description of Business|
- Betterpath is a Personal Data Broker that shares profits with users who opt to collect and monetize their health data through our Consumer-directed Exchange Data Brokerage Platform ("CDX Network"). Health data assets increase in value as they become more complete, providing incentive for the user to continuously contribute more data. This enables a market for comprehensive health data that can generate robust and consistent revenues for our users, our investors, and our mission.
|Type of Security Offered||8% Series A Preferred Stock + CDX Tokens|
|Purchase Price of Security Offered||$4.70/share of Series A Preferred Stock|
|Minimum Investment Amount (per investor) ||$470 (100 shares)|
CDX Tokens (CDXT)
The Offering includes 20 CDXT for every $1 invested. ($0.050 / CDXT)
Our anticipated Reg A+ round will authorize 1,500,000,000 CDXT and offer up to 1,050,000,000 CDXT for public sale at $0.050 / CDXT.
Betterpath anticipates that successful rollout of the BetterHSA will create an increasingly valuable network of health data owners and buyers. This network is called the Consumer-directed Exchange (CDX).
Description: The Consumer-directed Exchange Token (“CDX Token” or "CDXT") will represent a secured interest (like a share of stock) in the profits generated by the Company. Each Token will be backed by 50% of the Company’s profits, held as USD deposits in the CDX Token Trust Account (“CDX Trust”). The net asset value or NAV of each Token shall be determined by dividing the total CDX Trust balance by the number of CDX Tokens outstanding. CDX Tokens will initially be issued on the ERC20 blockchain. See Offering Document for the full set of terms.
Voting Rights: None
Restrictions on Transfer: 1 year from closing of Offering or at anytime should a market emerge on any registered exchange or ATS Platform such as TZero. In addition, the Company will notify all Public CDXT holders in the 13th month following the closing of the Reg A+ round of the NAV of each Token (should one exist) and allow holders to redeem their CDXT for an amount equal to the most recently published NAV through the CDX Trust.
Dividends/Distributions: Each CDXT will be backed by USD deposits held in the CDX Token Trust Account. The Trust account will be funded with the greater of 20% of the Company’s revenue or 50% of the Company’s profits. Deposits to the CDXT-Trust will be made at least annually in each year where the company earns a profit. If no profits are declared for 12 months following the closing of our anticipated Reg A+ Token Offering, the Company will contribute either 20% of its revenue or 50% of profits, whichever is greater to the Trust, at least annually. The net asset value or NAV of each Token shall be determined by dividing the total Trust balance by the number of Tokens outstanding.
Computation of Profits: The Company will calculate its profit by the amount that total revenue from all activities exceeds the expenses, costs and taxes needed to sustain and grow Betterpath’s business. Any profit that is declared will be split evenly between the Company and the CDX Trust.
It is in the best interest of all Company stakeholders to establish this sharing arrangement as soon as possible even if the Company has yet to declare a profit. As such, the Company will begin contributing 20% of its Operating Revenue, at least annually, beginning in the 13th month after the close of the A+ round. This amount will be calculated by deducting expenses associated with data acquisition (COGS) and SG&A expenses. The resulting number will be multiplied by 20% and paid to the CDX Trust. If the Company declares a profit at the end of its fiscal year that would have resulted in an amount greater than the previously contributed amount, an additional payment will be made to the CDX Trust.
Notes (additional information available in the Terms section)
Immediately vested in the CDX Token Trust
Reg CF. Perks
20:1 CDXT match for every $1 invested
Available for purchase from the Token Trust by the Company at the greater of published NAV or $.05/CDXT
Team Token Incentive Plan
Team TIP will function like an equity incentive plan with amounts and vesting schedules set by the Company Directors
Public Investors: CDXT purchased during the offering shall not have any transfer restrictions and may be offered for redemption at the NAV published by the CDX Trust or sold in the secondary market assuming such a market is available. The Company makes no guarantee that either a published NAV or a secondary market will be available and investors should be guided accordingly.
Rights: All Tokens acquired as a perk in the REG CF Round shall have the same terms as those offered to the public in the anticipated TSO-Reg A+ round
CDX Trust Reserve: These Tokens will be held by the Trust as part of the total authorized by the Terms of the offering. They will be for sale continuously to the Company only, at a price that will be the greater of $.05 or the most recently published NAV. The purpose of the Reserve is to offer CDXT to our Data Contributors as an alternative to a cash payment. An example of this follows:
BetterHSA User earns $350 for establishing account and is offered the choice between USD or an equivalent amount of CDXT. We anticipate the process for compensating in CDXT will be:
Even though the number of outstanding CDXT will rise, no dilution will occur since there will be an equivalent amount of USD added to the Trust.
The Company believes that allowing BetterHSA Users the option of receiving their compensation in CDXT could accelerate consumer adoption of the BetterHSA Platform and stimulate broader data contributions at the individual level.
Since the CDXT NAV and secondary market values will be driven by ongoing data contributions which lead to increased sales, we believe that BetterHSA Users will come to realize that unlocking the latent value in their healthcare data can result in financial gain that can be spent currently or held as a longer term investment.
Team Token Incentive Plan: These Tokens will follow the same guidelines as the Company’s Equity Incentive Plan and be used as incentives to reward current Team Members and outside advisors or contractors. Tokens granted under the plan will vest immediately upon the grant date but will not have the ability to redeem through the NAV provisions of the CDXT Trust for a period of 24 months following the initial declaration of the CDXT NAV. This will prevent the possibility of the NAV being immediately diluted by the addition of the “TIP” generated Tokens. Holders of these Tokens will have no restrictions should they choose to liquidate their Tokens on a registered exchange. The Company will place restrictions of 24 months as described above on each Token that comes from the plan which any potential buyer will be subject to.
The Terms of our CDXT offering have not yet been authorized by the Board. It is the Company's intent to authorize the CDXT offering as described above, at our next Board meeting.
The Company currently does not have a functional distributed ledger based business model nor a blockchain based token and there is no guarantee that such will be developed in the future. The promise of future tokens is contingent upon the successful development of such items. There is no guarantee that successful development will ever occur. The right to receive future tokens and the offering of future tokens is being offered as part of this offering exempt from registration under Regulation CF.
Tax Advisory: Investors should consult their tax advisors with respect to the tax basis for each of the 8% Series A Preferred Stock and the CDX Tokens, since they will trade independently.
No Investor who (i) resides, (ii) is located, (iii) has a place of business, or (iv) is conducting business (any of which makes the Investor a “Resident”) in the state of New York will be accepted in this offering.
*All perks and tokens will be delivered after the campaign is completed, and upon availability of the Tokens.
The 10% Bonus for StartEngine Shareholders
Betterpath will offer 10% additional bonus shares for all investments that are committed by StartEngine Crowdfunding Inc. shareholders (with ≥ $1,000 invested in the StartEngine Reg A+ campaign) within 24 hours of this offering going live.
StartEngine shareholders who have invested $1,000+ in the StartEngine Reg A+ campaign will receive a 10% bonus on this offering within a 24-hour window of their campaign launch date. This means you will receive a bonus for any shares you purchase. For example, if you buy 100 shares of 8% Series A Preferred Stock at $4.70 / share, you will receive 10 bonus shares of 8% Series A Preferred Stock , meaning you'll own 110 shares for $470. Fractional shares will not be distributed and share bonuses will be determined by rounding down to the nearest whole share.
This 10% Bonus is only valid for one year from the time StartEngine Crowdfunding Inc. investors receive their countersigned StartEngine Crowdfunding Inc. subscription agreement.
The Company might incur Irregular Use of Proceeds that may include but are not limited to the following over $10,000: Vendor payments and salary made to one's self, a friend or relative; Any expense labeled "Administration Expenses" that is not strictly for administrative purposes; Any expense labeled "Travel and Entertainment"; Any expense that is for the purposes of inter-company debt or back payments.
A crowdfunding investment involves risk. You should not invest any funds in this offering unless you can afford to lose your entire investment. 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 or approved by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not passed upon the accuracy or adequacy of this document. The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature. These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration.