The Qortex system bridges the gap between healthcare professionals and patients at home with an enterprise platform to deliver virtually any healthcare services and applications via the patient's TV.
Introducing a first-of-its-kind technology that connects hospitals, physicians & home care agencies
with patients via their home television to provide real-time visual, voice and data access 24/7.
MedSign International Corporation has developed the Qortex™ TeleCare System, which uses a proprietary HIPPA-compliant, encrypted-secure hub and camera connected through the consumer’s television to enable healthcare professionals to dynamically engage real-time with patients at home. Qortex is an open architecture platform that utilizes third party, hospital and/or MedSign-designed applications to provide 24/7 health monitoring, delivery of reminders to take prescribed medicines, and vital sign data acquisition and more. Qortex also provides to each user a medical emergency notification system at no additional cost. Qortex’s built-in Wi-Fi and Bluetooth subsystems will enable quantum convergence of health, wellness, safety & security systems and services. The company expects, in future versions of its product, to employ a healthcare artificial intelligent (A.I.) cognitive engine.
The Company’s initial goals are to (1) help hospitals decrease patient readmissions by increasing hospital-patient follow-on care and thereby lessen the financial penalties imposed by Medicare. (2) MedSign will enhance home care agencies and pharmaceutical companies’ services by increasing the patient’s physician-ordered medical adherence and pharmaceutical company-directed clinical trial program compliancy. The company expects Qortex to significantly improve quality of care while increasing and boosting the bottom line for all of its healthcare markets.
Letter from Dr Kotton, Assistant Professor of Medicine and Pediatrics - pilot program with UCLA School of Medicine and Cedar SinaiAugust, 2018
Integration of the patent-pending Silent Alert ApplicationJuly, 2018
Successful integration of Daily Companion Emergency Alert SystemFebruary, 2018
Successful integration of first 3rd party healthcare applicationOctober, 2017
Successful Alpha completion and test of Qortex main operating systemMay, 2017
THE CDs OFFERED HEREBY ARE HIGHLY SPECULATIVE IN NATURE AND INVOLVE A HIGH DEGREE OF RISK.THEY SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT IN THE COMPANY.THEREFORE, EACH PROSPECTIVE INVESTOR SHOULD, PRIOR TO PURCHASE, CONSIDER VERY CAREFULLY THE FOLLOWING RISK FACTORS, AS WELL AS ALL OTHER INFORMATION SET FORTH ELSEWHERE IN THIS OFFERING MEMORANDUM.
RISKS GENERALLY RELATED TO OUR BUSINESS
The price of our Shares may be arbitrarily determined
The price of the Shares at the time of conversion of the CDs is unknown at this time and will be a function of the Share price of the next round of equity financing which may be arbitrarily determined by our management and may bear no relationship to assets, book value, net worth, earnings, actual results of operations or any other established investment criteria.Among the factors considered in determining such offering price will be our then current financial condition, our cash requirements, the general condition of the securities market, and an evaluation of the prospects for our growth.The offering set forth on the cover page of this Memorandum should not, therefore, be considered an indication of the actual value of our securities.
This is a best efforts offering which does not guarantee funding
This Offering is being made on a best efforts basis.No commitment exists to purchase all or any part of the CDs being offered hereby; rather, the Company will agree to use its best efforts to offer the CDs to investors meeting certain investment criteria. Any funds received shall be held in escrow until the minimum amount of $250,000 is reached and will be immediately disbursed thereafter to the Company to be used in accordance with the “Use of Proceeds” set forth herein. The Company may succeed in obtaining only the minimum $250,000 of this offering in which case it may not be able to fully execute its business plan.
We depend on our Officers and Directors to properly manage the Company
We are wholly dependent upon the personal efforts and abilities of our Officers and Directors.The loss of or unavailability to the Company of the services of our Officers and Directors would have a materially adverse effect on our business prospects and potential earning capacity.We do not currently carry any insurance to compensate for any such loss.
Investors carry the greatest financial burden
A substantial amount of the financial risk of our business activities will be borne by the investors who purchase the CD, while our management stands to realize benefits from significant stock ownership.(See “USE OF PROCEEDS” and “CONFLICTS OF INTEREST.”)
Our competition may have greater financial resources
The healthcare technology industry includes many companies whose brands are well established and who have access to greater financial resources than may be available to us and could over time, develop products that would compete with our systems. The Personal Emergency Response System (PERS) sector includes companies with established market presence both domestically and internationally.Some or all of these companies have greater financial resources than those available to the Company and have established market positions which we may be unable to effectively compete with.
Our ability to remain competitive depends in part upon the successful introduction and customer acceptance of our products. The principal competitive factors affecting the market for our products include product quality, packaging, brand recognition, price, and distribution capabilities. There can be no assurance that we will be able to compete successfully against current and future competitors based on these and other factors. We will compete with a variety of suppliers of Telehealth and PERS products, many of which have substantially greater financial, distribution and marketing resources and have achieved a higher level of brand recognition than we have.Increased competition could result in price reductions, reduced profit margins and loss of market share, all of which would have a material adverse effect on our business, financial condition and results of operations.
We are a development stage company
We were incorporated in the state of Delaware as a research and development company, and are now preparing to enter into our sales and marketing stage. Our ability to achieve and maintain profitability is dependent on the execution of our business plan to generate sufficient operating cash flow to fund future growth. There can be no assurance that our entry into the healthcare marketplace or the PERS marketplace will be successful or that the results of operations or business strategy will prove effective.
Investors will incur immediate dilution
Upon the completion of this Offering, investors in this Offering will incur a substantial immediate dilution in the per share net tangible book value of our Common Stock.The present shareholders of the Company acquired a controlling interest in the Company at a cost, which is less than that which the investors in this Offering will pay for through the conversion of the CD.Nearly all of the financial risk of our proposed activities will be borne by the investors who purchase the CD, while management stands to realize benefits from significant stock ownership.
We have no public trading market for our securities
Although we may complete a public registration of our securities in the future, including those offered hereby, there is currently no public market for our securities.We are not subject to the periodic filing and reporting requirements of the Securities Exchange Act of 1934.Accordingly, prospective investors are cautioned that there is no available public information about our financial status and operations.We intend to distribute financial statements to our shareholders on an annual basis, but cannot provide assurances that such financial statements will be available or, if available, will be audited. Investors should view the purchase of the CD offered hereby as a long-term investment.
If we are unable to obtain additional capital in the near future, we may have to curtail or cease operations.
We expect that we will need to raise funds in the immediate future in order to meet our working capital requirements. We may not be able to obtain additional financing on terms favorable to us, if at all. If adequate funds are not available to us, we may have to curtail or cease operations, which would materially harm our business and financial results. To the extent we raise additional funds through further issuances of equity or convertible debt or equity securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our CDs and common stock. Furthermore, any debt financing secured by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities.
We have no operating history, which makes an evaluation of our business difficult
Our lack of operating history makes it difficult to evaluate our current business and prospects or to accurately predict our future revenues or results of operations. Our business model, and accordingly our revenue and income potential, is new and unproven. In addition, we are subject to risks and difficulties frequently encountered by early-stage companies in new and rapidly evolving markets.
We have a new and unproven business model and may not generate sufficient revenues for our business to survive or be successful
Our business model is based on the commercial viability of marketing a patient-centric platform using the customer’s home television to interface with our convergent healthcare, safety (home automation), and security products that will be sold and or licensed to hospitals and medical centers, home healthcare agencies, physician groups, and other healthcare organizations.In order for our business to be successful, we must provide products and services that attract targeted customers and directly generate revenues. Our business model assumes that we will be able to generate revenues through the sales of the QortexTeleCare System via capitated license agreements with hospitals, governments, large caregiver agencies, and to smaller, but numerous individual hospitals, healthcare agencies, and private physician organizations. These assumptions are unproven, and if any of the assumptions are incorrect, it will have a material adverse effect and we may be unable to generate sufficient revenues to sustain our business or to obtain profitability.
We expect to incur losses in the future
We have no operating history and have generated no revenues. We have not achieved profitably and expect to incur losses for the foreseeable future. We expect those losses to increase as we continue to incur expenses to develop and market our products and services. We believe that our business depends on our ability to significantly increase revenues and to limit our operating expenses. If our revenues fail to grow at anticipated rates or our operating expenses increase without a commensurate increase in our revenues, or we fail to adjust operating expense levels appropriately, we may never be able to achieve profitability.
Our future operating results are likely to be volatile and may cause our equity value to fluctuate
Our future revenues and operating results, if any, are likely to vary from quarter to quarter due to a number of factors, many of which are outside of our control.Factors that may cause our revenues and operating results to fluctuate include the following:
We are subject to all of the risks and uncertainties associated with the introduction of a new product into an established market, which may have an adverse impact on our business, and results of operations
Our future operating results will depend upon numerous factors beyond our control, including healthcare organizations’ and patients’ willingness to adapt to our Qortex technology; the popularity and brand recognition of existing healthcare technology offerings; national, regional, and local economic conditions; changes in demographics; critical reviews and public preferences, which change rapidly and cannot be predicted. If we are unable to successfully anticipate and respond to relatively rapid changes in customers’ preferences, our business and operating results will be adversely affected.
Our ability to achieve or maintain profitability will be constrained if we do not effectively manage our anticipated expansion of operations
We expect to increase our employee base as we implement our business model and develop our product and service offerings. We currently have no employees. Our management and operations are likely to be strained by this anticipated growth. To compete effectively and to manage future growth, we must improve our financial and management controls, reporting systems and procedures on a timely basis. We must also expand, train and manage our employee base. If we are not successful in managing our operations, our ability to achieve or maintain profitability may be harmed.
We may be unable to attract and retain key personnel, which would adversely affect our ability to develop and effectively manage our business
Our future performance will depend largely on the efforts and abilities of our senior executives and other key personnel. Our success will depend on our ability to attract and retain these key employees in the future. The market for such persons is extremely competitive and we may not find qualified replacements for personnel who leave us. In addition, we do not maintain key person life insurance on any of our key personnel, and have no plans to do so. The loss of, or the inability to attract, any one or more of our key personnel may harm our ability to develop and effectively manage our business.
We may be unable to adequately protect our proprietary rights, which could result in their unauthorized use by our competitors and have an adverse impact on our revenues
Our success depends in part on our ability to protect our proprietary rights. There can be no assurance that the measures taken by us to protect our proprietary rights will be adequate to prevent misappropriation or independent development by others of the technology and engineering used in the QortexTeleCare System or our Daily Companion Healthcare Management and Emergency Communication System applications.In addition, although we believe that our products’ concepts have been independently developed and do not infringe on the proprietary rights or trade secrets of others, there can be no assurance that our methods and concepts do not and will not so infringe or that third parties will not assert infringement claims, trade secret violations, competitive torts or other proprietary rights violations against us in the future. There can also be no assurance that we will have the resources to defend or prosecute proprietary rights or infringement actions.
If we do not attract loyal support from our targeted audience, our business will be adversely affected
Our business plan is predicated on a multifaceted marketing plan designed to distribute our Qortex TeleCare System and its associated Daily Companion Healthcare Management and Emergency Communication System products and services to specific target markets through third party hospital and private physician practice referrals, experienced sales representatives, pharmacy and medical supply retailers, direct-to-consumer and similar marketing channels.There can be no assurance that there will be significant support from our anticipated market channels or that sufficient public and institutional acceptance of our products will enable us to operate profitably.
This Memorandum contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are subject to the safe harbors. For this purpose, any statements contained in this Memorandum except for historical information may be deemed to be forward-looking statements. Also, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “intend”, “could”, “estimate” or “continue” or the negative or other variations or comparable terminology are intended to help you identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Forward-looking statements include, but are not limited to, the following statements:
These statements are not guarantees of future performance. Future performance is subject to risks, uncertainties and assumptions that are difficult to predict and may be beyond our control. Therefore, our actual results could differ materially from anticipated results. These risks and uncertainties include those noted in risk factors above.
We do not undertake any obligation to update or revise any forward-looking statements contained in this prospectus for any reason, even if new information becomes available or other events occur in the future.
IT IS NOT POSSIBLE TO FORESEE ALL RISKS THAT MAY AFFECT US.MOREOVER, WE CANNOT PREDICT WHETHER WE WILL SUCCESSFULLY EFFECTUATE OUR CURRENT BUSINESS PLAN.YOU ARE ENCOURAGED TO CAREFULLY ANALYZE THE RISKS AND MERITS OF AN INVESTMENT IN THE CD AND SHOULD TAKE INTO CONSIDERATION WHEN MAKING SUCH ANALYSIS, AMONG OTHERS, THE RISK FACTORS DISCUSSED ABOVE.