Healthereum LLC is a Title III - Regulation Crowdfunding Campaign and is actively accepting investments.
$100.00 minimum investment

Healthereum LLC

Blockchain Applications for Healthcare

Regulation Crowdfunding
Cheyenne, WY
Health Tech
Accepting International Investment
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Empowering Patients to Solve Problems in Healthcare

Invest in Healthereum

Dear Future Investor,


Healthcare is in the midst of a major upheaval. Patients are increasingly proactive. Digital transformation is bringing about change, and new treatments are helping more and more people. But many persistent problems remain endemic in the healthcare system, especially in an office or hospital encounter. Healthereum is determined to solve some of the most common and vexing challenges: high no-show rate, low survey responses, lack of ongoing patient messaging, and insurance claims fraud by empowering patients. Each listed problem exists in every provider-patient encounter cycle and is endemic throughout healthcare globally. Simultaneously, our solutions create, possibly, the first ever global healthcare rewards program.


Healthereum is a timely solution that incorporates distributed ledger technology and an incentivization framework to target each spoke in the cycle by tracking and rewarding micro-level healthy behavior for each encounter: patient adherence to follow-up appointments, interactive and ongoing treatment plan engagements, completion of surveys, and claims verifications to reduce fraud. The reward is through HEALTH, the utility token and glue of Healthereum.


As such, Healthereum has created a Patient Engagement Management platform using a four-part interactive application scheme: MIDUSO (reward), PULSE (questionnaire), Hospital and Provider Enhancement (diagnostic specific messages), and VERIFY (claims). All applications are fueled and connected by the HEALTH utility token creating a token economy and interfaces with the patient via the Healthereum Life Portfolio (HELIO). All instant "transactions" in HELIO are in state channels and ultimately will settle on the Ethereum blockchain. 


Through HELIO's end-to-end patient experience, Healthereum monetizes the time spent by patients performing healthy activities and endeavors to create a global healthcare reward platform for healthcare services. The tokenized economy is adoptable by any provider and hospital and in any country. The utility token reward value is set by individual caregivers and not exchanges. Finally, a true solution for providers and patients for the life cycle of a medical encounter is now available.


After over a year of application development, Healthereum is now ready to offer its Security Token, HLTH, for interested investors. Please read more below or visit Healthereum. Thank you in advance.


Sincerely,


Steve Y. Chung, MD

CEO and Founder Healthereum


The Offering

Investment
$0.10/HLTH Non-Voting Unit, deliverable in the form of tokens ("Healthereum Tokens") or ("HLTH")
When you invest you are betting the company’s future equity value will exceed $11.7M.


*All tokens will be delivered after the campaign is completed, and upon availability of the Tokens.  
See Offering Summary below for additional terms.


Healthereum Security Tokens

Description: HLTH Tokens will represent a single HLTH Non-Voting Unit, with rights, preferences, privileges, and restrictions as designated in the Operating Agreement and attached as an Exhibit to the Offering Document. HLTH Tokens will be issued on the ERC20 Blockchain.  


The right to tokens is contingent upon the successful development of such Tokens and to the extent applicable, the blockchain upon which they function. There is no guarantee that successful development will ever occur. If development is not completed, investors will still receive membership interests in book-entry form.

What Are the Inefficiencies in Healthcare "Encounters"?

PROBLEMS OF NO SHOWS

In the medical profession, providers evaluate patients in either an office or a hospital setting. Patients are evaluated, and often a “follow-up” visit is scheduled to monitor the patient’s progress and establish continuity of care.


Alarmingly, approximately 20% of scheduled patients do not appear* for their follow-up appointments. Without notification from the patient as to their progress, medical providers are unable to determine the likely trajectory of an illness, making it difficult to accurately assess whether a patient prognosis is effective.


Unless a patient returns for their follow-up or otherwise communicates with the provider about the level of symptoms that are increasing or decreasing, the medical provider is placed into a disadvantaged position. Without continuous data regarding patient adherence to treatment protocols, it becomes increasingly difficult to prevent additional complications before a patient's condition worsens.


Numerous solutions to enforce patient adherence to appointments have been analyzed and implemented; however, none of the implemented systems of solutions completely remedy the current situation. No shows affect all medical providers globally.


*BMC Health Serv Res. 2016 Jan 14;16:13. doi: 10.1186/s12913-015-1243-z.


PROBLEMS OF POOR SURVEY RESPONSE RATES

Quality reporting processes were designed to provide comparable public data, increase transparency, and incentivize improvements by healthcare providers and organizations. Government and insurance agencies mandate care quality surveys for patients to rate their healthcare experiences.


Surveys are reported and used to determine if penalties are assessed to hospital and providers in the form of decreased payments. Survey data is also published on a multitude of consumer-driven websites to reveal rankings and profiles.


With this massive influx of data regarding health care quality and patient experience, one might expect that the methodology of survey data accrual has evolved as well. The current problem is only 30% of surveys are completed* and returned by patients. Despite earnest attempts at capturing patient satisfaction results, the current methodology is inadequate, misleading, and inaccurate. This process must be improved as important provider and hospital decisions are based on patient satisfaction surveys.


*Health Serv Res. 2009 Apr;44(2 Pt 1):501-18. doi: 10.1111/j.1475-6773.2008.00914.x.


PROBLEMS WITH PATIENT ENGAGEMENT

As with all modern industries, collecting accurate and useful data is essential. Government agencies have mandated rules for hospitals and providers as it relates to certain diagnoses in the form of Core Quality Measures. Core Measures supposedly reflect quality of care.


Core Measures are reported to agencies, and penalties are given to hospitals that do not achieve quality benchmarks. The problem lies in the lack of continuity of contact after an encounter. While the patient is away from the treating provider, the patient becomes ill, often from the original disease that was treated. The healthcare providers are now deemed poor care deliverers by governing agencies.


For the patient, there is a complete lack of provider-patient ongoing engagement upon discharge. The patient is left in the dark without direction or guidance. This leads to worsening of chronic diseases and multiple visits to the Emergency Department. The lack of engagement is a worldwide problem. 


Indeed, providing more streamlined and frequent engagement messages by their hospitals and providers will lead to better adherence to treatment protocols and, eventually, healthier patients. Patients require constant contact and a far better solution than what is currently available.


PROBLEMS WITH CLAIMS VERIFICATION

For a hospital or provider to receive reimbursement for healthcare services, an insurance claim is submitted to the patient’s health insurance company. The services may range anywhere from an office visit to a major surgery. Next, the insurer reviews the claim and payment is sent to the healthcare provider. This is the ideal flow, yet not the reality faced by providers.


Government and private insurers deny many claims in order to delay or outright refuse payments. Hospitals and providers struggle with loss of revenue and sometimes must close their doors. The patient ultimately suffers.


The insurers have no choice but to create administrative hurdles, gamify billing, and freeze payments because they suffer from insurance fraud.

Insurance fraud accounts for the loss of billions of dollars each year. Health insurers divert the cost of lost revenue to individual patients in the form of charging higher premiums and increasing out-of-pocket expenses. Covered benefits are also reduced to offset payments for fraudulent claims. 


Fraud is not just committed by rogue, dishonest providers. Recently, there has been an increase in organized crime targeting government insurers. These organized crime rings commit medical identity theft and siphon billions from insurers. This is a global problem and solutions to curtail fraud is needed now. The actual patient, health insurer, and society have all been victimized.



What is the current outcome of full cycle medical encounters?


Hospitals and Providers are losing revenue and reputation as a result of:


  1. Patient No-Shows - estimated USD 150B annually*
  2. Delayed Claims Payments - estimated USD 250B annually**
  3. Medicare Fraud with Claims - estimated USD 150B annually***
  4. Low Participation Rates in Care Quality Surveys - 30% response rates are industry average resulting in possible penalties in reimbursements****

*https://www.healthmgttech.com/missed-appointments-cost-u.s.healthcare-system-150b-year.

**Change Healthcare. (2017). Change Healthcare Analysis: $262 Billion in Healthcare Claims Initially Denied in 2016.

***Perspect Health Inf Manag. 2009; 6(Fall): 1g.

****Health Serv Res. 2009 Apr;44(2 Pt 1):501-18. doi: 10.1111/j.1475-6773.2008.00914.x.

Healthereum "Encounter" Solutions

HEALTHEREUM 

Healthereum is a platform targeting micro-level inefficiencies in provider-patient encounters to improve patient accountability, care delivery, and interactions with insurers. Healthereum will utilize blockchain technology and a reward schema for patients. Healthereum addresses the four critical cost aspects of a full-cycle encounter: adherence to appointments, acquisition of survey data, claims verification, and ongoing diagnostic patient messaging. Healthereum creates and end-to-end streamlined patient experience with their hospitals and providers. The smart contracts will utilize the ethereum blockchain and the HEALTH utility reward token.


HELIO, THE HEALTHEREUM LIFE PORTFOLIO

Healthereum has developed a patient-centric interactive digital wallet to engage users and to improve their overall health. The Healthereum Life Portfolio will incorporate all Healthereum blockchain applications (MIDUSO, PULSE, HPED, VERIFY) and all third-party health-related integrations, such as electronic medical records and telehealth. 


The wallet will be the user interface that will allow for constant patient engagement with the Healthereum applications. This will aid Healthereum to help patients monetize the time spent performing healthy activities as it solves the problems of healthcare. The wallet will also allow holding and transferring of reward tokens.


HEALTHEREUM DATA ANALYTICS

Healthereum’s applications will enable acquisition of numerous data sets. Analysis of data will allow for improved processes in global healthcare and in patient’s individual healthy behavior. 


MIDUSO data analytics will reveal to providers the pattern of patient adherence to appointments. This data may be used to modify scheduling to maximize providers’ time with patients. MIDUSO will also allow hospitals to analyze patient encounters that were not scheduled, or ad-hoc smart contract encounters. Ad-hoc encounters occur in the Emergency Department, but the same ad-hoc encounters may be created for attendance to a gym or buying healthy foods. Now, MIDUSO analytics will map patterns of healthy living beyond the hospital.


PULSE will allow patients to create a rating system of providers and hospitals. The rating system will be a tool for patients to use to find the best doctor in their community. PULSE analytics will allow the meaningful display of provider rankings, determined by actual patients, to the public. This will help individuals identify the doctor who best suits their needs. Pulse will also allow hospitals to track real-time patient responses for every department. Immediate identification of weaker departments provides timely solutions.


HPED will capture patient diagnoses with encounters and allow for deployment of patient-centric messages to aid providers in delivering value-based treatment algorithms. The data captured will allow for instant mapping of disease clusters and truly aid in population health management. Not only will mapping be displayed in user-defined time frames but allow for real-time tracking and progression of diseases


VERIFY allows patients to confirm health services that are billed are actually true and accurate. Analytics will reveal the frequency of disputes and trends of honest billing. Analysis of disputes may be dissected further to determine if the perception of care and actual care costs are congruent. This may help insurers and government agencies redefine, revalue, and improve payments.


MIDUSO captures all patient-provider encounters as a smart contract. Thus, MIDUSO will help to modify patient behavior through the issuing of HEALTH tokens whenever a patient exhibits a healthy behavior. Showing up to a scheduled appointment is now incentivized, which leads to lower no-show rates


MIDUSO will also be used to confirm attendance to a gym, IoT, purchasing healthy foods, or running a marathon in the form of ad-hoc smart contracts. MIDUSO will allow retail to partake in an individual's healthy actions. Confirmation of these behaviors will be included in the blockchain for transparency and immutability. 


Global market adoption of MIDUSO will occur and is the core backbone that enables other Healthereum applications.

PULSE provides a robust and relevant quality questionnaire system whereby patients can rate the care they have received from their medical care providers. The PULSE application is created to deliver care quality surveys as soon as a hospital or provider smart contract encounter is complete via MIDUSO. The PULSE questionnaire platform also allows the creation of intake forms and medical records.


The questionnaire is completed digitally, and HEALTH reward is given to the patient upon completion of the questions. Dramatically higher survey response rates is a reality. Furthermore, since self-care and treatment adherence are also the patient’s responsibility, medical care providers will now be able to rate the patients on several critical quantitative factors. The surveys reflect and exemplify “quality of care” which will be used for value-based medicine. Healthereum anticipates global adoption for this functionality.

HPED (The Hospital and Provider Enhancement Decentralized application) will help acquire, streamline, and deliver information about patient-specific diagnoses captured by MIDUSO and VERIFY. This enables the deployment of quality measure data item checklists and messages to patients to improve continual engagement of care. These messages are used to reinforce fidelity of treatment and ongoing adherence to treatment plans. 


The HPED will be an integral tool for hospitals and providers to engage with their patients. Patients will receive health alerts such as reminders for screening exams and tasks to reinforce healthy behaviors such as medication adherence or quitting tobacco. Ongoing patient engagement is possible with diagnostic-patient-specific tailored messaging from providers, and soon, effortless two-way communication between provider and patient will become a reality.

VERIFY will help prevent or lower insurance fraud. The insurance claims describing services rendered will be multi-verified by patients using HELIO and the blockchain before the billing claim is sent to insurers. VERIFY will encourage patients to take an active role in medical billing and take a proactive role in helping insurers and providers eliminate fraud. 


Fraud will be instantly identified by the patient or by using analytics. Multilateral verification of services will lesson administrative burdens in dealing with current fraud-prevention processes. Global adoption is paramount as medical fraud exists in all countries.  

HELIO(S), THE HEALTHEREUM LIFE PORTFOLIO SYNDICATE

The Healthereum Life Portfolio Syndicate is the user interface for providers and hospitals. It will allow providers to view current list of appointments and the status of each appointment. HELIO(S) will allow providers to monitor completion of patient questionnairess as well as claims statuses.


HEALTHEREUM DECENTRALIZED AUTONOMOUS ORGANIZATION (DAO)

Eventually, the Healthereum DAO that will be composed purely of registered and licensed providers, hospital networks, insurers and industry groups that are verified as contributing to a patient’s healthy lifestyle.


Development Stage


Healthereum has created a Patient Engagement Management and Reward platform using a four-part application scheme: Miduso (Reward), Pulse (Questionnaire), Hospital and Provider Enhancement (Patient messaging) and Verify (Insurance claims). Together, the applications create the Global Healthcare Reward Platform.


The applications will be accessible from the Healthereum Life Portfolio (HELIO). HELIO is the patient user-interface end to interact with all Healthereum applications. HELIO has been developed and will be downloadable for use. It is fully functional for currently developed applications, sending/receiving tokens, inputting emergency information, and holding insurance card details. There are ongoing compatibility updates being made.The  Healthereum HELIO wallet has been specifically created to protect patient privacy and ensure a seamless experience amongst the suite of applications available in Healthereum.


The Healthereum Life Portfolio Syndicate (HELIOS) is the provider-interface and has been developed in parallel with HELIO. It is fully functional to onboard pilot customers to use Miduso and Pulse. The DAO development is currently being finalized and tested.


Miduso is fully developed and allows for the creation, cancellation, rescheduling, and confirmation of appointments in HELIOS. The appointments are also viewable in HELIO and can be funded with utility tokens when "Promise to Show" is clicked by patients. Miduso also creates automatic reminders with users' native calendars and utilizes Google maps to show locations of offices. Lastly, one-touch calling of offices is functional. 


Pulse has been fully developed and functional. It operates in both HELIO and HELIOS. Questionnaires are immediately sent to patients and completed forms are rewarded with tokens.


HPED is in development. Presently, ongoing patient engagement messages to HELIO is functional with only general messages. Eventually, messages to those patients with certain diagnoses will be possible.


Verify has not been developed. Only mockups have been created and specific product development conceptualized.



How Healthereum Products Are Different From the Rest

Healthereum’s unique blockchain process empowers the patients to be active partners in achieving high quality care.


The suite of decentralized applications on the Healthereum platform will incentivize patient accountability of health and also enable the providers to engage with patients in delivering value and quality of care while increasing their operational efficiencies and productivity.


The solutions work together as an integrated and seamless end-to-end process. It all starts with an encounter (MIDUSO), and upon completion of the visit, a questionnaire (PULSE) displays on the patient's HELIO digital interface. Shortly thereafter, the patient receives notifications to confirm (VERIFY) the billing services provided during the encounter. The patient is kept engaged (HPED) throughout until the next follow up visit. In this way, a seamless 360-degree engagement is enabled on the platform.

Unique Benefit

Healthereum will provide a distributed ledger platform to incentivize personal accountability of health and engage the patient in delivering value and quality of care. Healthereum’s unique process empowers the patients to be active and engaged partners in achieving high-quality care, which will in turn:

  • Increase provider revenue 
  • Eliminate waste & fraud
  • Improve cash flow
  • Manage reputation pro-actively

Key Feature

To the best of our knowledge, the Healthereum Life Portfolio will be the first patient-centric health vault. Using distributed ledger technology, it will provide the backbone for a transparent and trustless framework for rewarding patients' accountability of health. It allows the patients to gamify their encounters using HEALTH tokens. The "Hierarchical Deterministic" HELIO wallet ensures privacy by incorporating randomly generated addresses for every appointment or encounter.

Technology

Healthereum is built on a solid foundation using the permissionless blockchain. The decentralized framework enables reliability, scalability, security and robustness, all necessary for operating a fault tolerant platform. By utilizing distributed ledgers on the blockchain, it provides a transparent and trustless environment for capturing patient-doctor interactions that can be tokenized for proving patient's accountability of health.

Killer Value

The Healthereum platform provides the industry one of the first, end-to-end, full-cycle, incentivized patient-engagement processes for medical encounters using blockchain technology. The patients are able to tokenize the time spent on healthy activities. These tokens are exchanged with healthcare providers and hospitals for healthcare services. The value of HEALTH is determined by each provider or hospital, and a new healthcare economy is created.

Healthereum Utility Token HEALTH

The blockchain Patient Engagement Management platform enables providers, through HELIO(s), to deliver HEALTH tokens to their patients who demonstrate accountability for their health and complete requested tasks. The patients are able to tokenize the time spent on healthy activities. So, then what, you may ask? We believe our token is the first ever global healthcare rewards program that is exchanged for health-related benefits determined by the providers.  The tokens are inter-operable among providers, hospitals, and other health-related entities. 


The value of HEALTH rests with the providers as each medical practice, clinical geography, and patient demographics is unique. HEALTH is not meant to be listed on an exchange.  Providers and hospitals acquire tokens and may use them to distribute to other patients. The reward tokens flow back to the patients who attend their next appointments, or the providers reacquire them from those who no-show. 


The cycle repeats, creating a tokenized economy between the provider and patient. The Healthereum platform could provide the first ever full-cycle healthcare blockchain experience and global healthcare rewards platform.

What Makes Our Team Special

Healthereum has created a proactive solution for common healthcare inefficiencies that exists with every medical encounter. The company is made of members who are dedicated to their field of expertise. The founder witnesses firsthand common daily healthcare problems as he provides healthcare services to seven hospitals. The co-founder has lifelong experience developing software from design to global deployment to Fortune 500 companies. Healthereum is made up of blockchain experts, UI/UX developers, full-time full stack coders and patient engagement experts. Healthereum is unique because each team member has dedicated his entire life to the field of his expertise. The team has now come together and spent over one year developing blockchain software solutions for current healthcare problems. The advisors are leaders in blockchain and healthcare fields from South Korea, India, Australia, England, and USA. Healthereum is partnered with Connex Partners, Top Ledger, and Evoke Technologies to complete the entire team.


Invest in Our Company Today!

Healthereum is now ready to grow its family. We have a goal to improve healthcare delivery, patient engagement, and reduce insurance fraud. We have developed blockchain applications to solve salient problems that providers face on a daily basis. The solutions are direct and well thought out, and thus, creating the software was an easy conceptual task. With hard work and dedication, the task has now resulted in a software platform that is near full productive use-capable.


Healthereum has implemented blockchain technology and created a token economy that gives hospitals and providers the ability to reward their patients for being healthy. We now wish to reward those who believe in our endeavor with an opportunity to be on our team. Your support will help spread our vision to ultimately bring quality care to everyone. Thank you for your time.

In the Press

Healthereum Makes Progress in Quality Care Surveys, a Blockchain-based Incentivization System for the Healthcare Industry
May 18, 2018

Healthereum, LLC is a healthcare blockchain company developing applications to improve healthcare processes and lower care costs. One important aspect of healthcare is the use of “surveys” to measure delivery of quality care.

Healthereum's Blockchain Rewards Healthy Behavior and Transforms Healthcare
March 22, 2018

Healthereum is a new concept. The team wants hospitals to win, doctors to win, and patients to win. In fact, there are also benefits to health insurance companies to adopt Healthereum as the platform addresses a little known issue called "insurance claim fraud." This issue costs insurance companies

Healthereum's Blockchain Rewards Healthy Behavior and Transforms Healthcare
March 22, 2018

Healthereum, a blockchain solution that rewards healthy behavior, is solving major healthcare issues related to patient no-shows, medical surveys, quality of care, and medical billing.

Global Blockchain in Healthcare Market 2018-2025: Market is Expected to Grow at a CAGR of 70.2%, to Reach $5.6 Billion
April 25, 2018

Healthereum LLC is analyzed in the "Global Blockchain in Healthcare Market: Focus on Industry Analysis and Opportunity Matrix - Analysis and Forecast, 2018-2025"

Blockchain is Boosting the Health Sector by Unifying Patient Data and Increasing Funding for Medical Research
January 9, 2019

Healthereum utilizing blockchain for healthcare in a unique way to boost patient engagement.

Healthereum: Towards Better Patient-Provider Engagement
December 15, 2018

Healthereum is Silicon India's Top 100 Most Promising Startup Companies.

Is it possible to improve healthcare with blockchain technology?
February 20, 2019

A summary of Healthereum in the blockchain healthcare space.

Offering Summary

Maximum 10,700,000* HLTH Non-Voting Units, deliverable in the form of tokens ("Healthereum Tokens") or ("HLTH") ($1,070,000)

*Maximum subject to adjustment for bonus units. See 10% Bonus below

Minimum 100,000 HLTH Non-Voting Units, deliverable in the form of tokens ("Healthereum Tokens") or ("HLTH") ($10,000)


Type of Security Offered: HLTH Non-Voting Units, deliverable in the form of tokens ("Healthereum Tokens") or ("HLTH")

Purchase Price of Security Offered: $0.10

Minimum Investment Amount (per investor): $100


Terms of Tokens


HLTH Non-Voting Units ("Healthereum Tokens") or ("HLTH")

Description: The HLTH Tokens will represent a single HLTH Non-Voting Unit of of the company, with rights and preferences as designated in the Operating Agreement and summarized in the Offering Document.

  • Blockchain: ethereum (proof of authority consortium network)
  • Exchanges: We currently intend listing the token on exchanges, but this may change, pending approval to list on such exchanges, changes to the regulatory landscape, or any other reason. Security Tokens may be eligible for trading on SEC approved alternate trading platforms as they become available. There is no guarantee that such a trading platform will be available at that time.

Material Terms:

  • Voting Rights: None, except as required by law
  • Restrictions on Transfer: 1 year from the closing of this Offering
  • Dividends/Distributions: Distributions on a pro-rata basis, based on the amount of all units outstanding
  • Redemption Rights: None
  • Other: 

Please see Offering Document for complete set of rights and preferences.


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. If development is not completed, investors will still receive membership interests in book-entry form. 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.

The 10% Bonus for StartEngine Shareholders

Healthereum 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 CF campaign) within 24 hours of this offering going live.

StartEngine shareholders who have invested $1,000+ in the StartEngine Reg CF 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 10,000 HLTH security tokens at $0.10 / token, you will receive 1000 HLTH security token bonus, meaning you'll own 11,000 tokens for $1000. 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.

Irregular Use of Proceeds

The Company will not incur any irregular use of proceeds.

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Risks

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.


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