As filed with the Securities and Exchange Commission on December 5, 2022.

Registration Statement No. 333-268022​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment 1

to

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Nava Health MD, LLC*

(Exact name of registrant as specified in its charter)​

9755 Patuxent Woods Drive
Suite 100
Columbia, MD 21046
Telephone: (410) 910-6156

(Address and telephone number of registrant’s principal executive offices)

Bernaldo Dancel
9755 Patuxent Woods Drive, Suite 100
Columbia, Maryland 21046

Telephone: (410) 910-6156

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company; or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

After completion of this offering, Ascend One Corporation will continue to control a majority, 65.2%, of the voting power of our outstanding common stock and Bernaldo Dancel, our President and Chief Executive Officer, through beneficial ownership of outstanding shares of common stock, will continue to control a majority, 66.7%, of the voting power of our outstanding common stock. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of Nasdaq and are eligible for certain exemptions from these rules, though we do not intend to rely on any such exemptions. See “Risk Factors —  We will be a ‘controlled company’ within the meaning of the listing rules of Nasdaq and, as a result, can rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies” on page 37 for more information.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

EXPLANATORY NOTE

Nava Health MD, LLC, the registrant whose name appears on the cover of this registration statement, is a Delaware limited liability company. Immediately prior to the closing of the offering to which this Registration Statement relates, Nava Health MD, LLC will convert into a Maryland corporation pursuant to a statutory conversion and change its name to Nava Health MD, Inc. as described in the section “Corporate Conversion” of the accompanying prospectus. As a result of the Corporate Conversion, all holders of membership interests of Nava Health MD, LLC will become holders of shares of common stock of Nava Health MD, Inc.

References in the accompanying prospectus to our capitalization and other matters pertaining to our common equity relate to the capitalization and common equity of Nava Health MD, Inc. after giving effect to the Corporate Conversion. However, the Financial Statements and summary historical financial data included in the accompanying prospectus are those of Nava Health MD, LLC and do not give effect to the Corporate Conversion. Shares of common stock of Nava Health MD, Inc. are being offered by this prospectus.

 

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell, nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated December 5, 2022

PRELIMINARY PROSPECTUS

2,000,000 Shares of Common Stock being offered by the Company
1,022,521 Shares of Common Stock being offered by the Selling Stockholders

NAVA HEALTH MD, LLC

Common Stock

This is an initial public offering (the “Offering”) of 2,000,000 shares of our common stock, par value $0.01 per share (the “Common Stock”) and the registration of an additional 1,022,521 shares of Common Stock held by selling stockholders. Prior to this offering, there was no public market for our Common Stock. It is currently estimated that the initial public offering price per share will be between $5.00 and $7.00. We have applied for listing of our common stock on The Nasdaq Capital Market under the symbol “NAVA”.

The actual public offering price per share will be determined between us and the underwriters at the time of pricing. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final offering price.

Prior to this offering, there has been no public market for our Common Stock. Of the total securities being offered under this prospectus (the “Prospectus”), the Company is offering 2,000,000 shares of Common Stock (the “Company Offering Shares”). The selling stockholders named in the section entitled “Selling Stockholders” in this prospectus (the “Selling Stockholders”) are offering 1,022,521 shares of Common Stock (the “Selling Stockholder Shares”). No shares offered by the Selling Stockholders will be sold until after our Common Stock has begun trading on the Nasdaq Capital Market. We will not receive any proceeds from the sale of shares by the Selling Stockholders. The Selling Stockholders may offer all or part of the shares for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. Our registration of the Selling Stockholder Shares covered by this prospectus does not mean that the Selling Stockholders will offer or sell any of the shares of Common Stock registered hereby.

Investing in our securities involves risks. See “Risk Factors” beginning on page 11.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

​

(1)

Does not include a non-accountable expense allowance equal to 1% of the gross proceeds of this offering payable to the underwriters, or the reimbursement of certain expenses of the underwriters. We refer you to “Underwriting” beginning on page 107 of this prospectus for additional information regarding underwriting compensation.

​

We have granted the underwriters the option for a period of 45 days to purchase up to an additional 15% of shares underwritten in the Offering at the initial public offering price, less underwriting discounts and commissions, solely to cover over-allotments, if any.

The underwriters expect to deliver the shares on or about            , 2022.

WestPark Capital, Inc.

Prospectus dated            , 2022

 

TABLE OF CONTENTS

We have not, and the underwriters have not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give to you.

You should rely only on the information contained in this prospectus. No dealer, salesperson or other person is authorized to give information that is not contained in this prospectus. This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of these securities.

Unless otherwise indicated, market data and certain industry forecasts used throughout this prospectus were obtained from various sources, including internal surveys, market research, consultant surveys, publicly available information and industry publications and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable. Such data and industry forecasts involve a number of assumptions and limitations and they are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in these publications and reports.

All trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus are referred to without the ®​ and TM symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto.

 

i

 

Our business is currently conducted through Nava Health MD, LLC, and Nava Health Medical Group, LLC (“Nava Medical”) owned by Dr. C. Douglas Lord who operates our telehealth and on-premises locations. Ascend One Corporation is the majority owner of the equity interests of Nava Health MD, LLC. Immediately prior to the consummation of this offering, Nava Health MD, LLC will convert into Nava Health MD, Inc., a Maryland corporation.

Except as disclosed in the prospectus, the consolidated financial statements and selected historical consolidated financial data and other financial information included in this registration statement are those of Nava Health MD, LLC and Nava Medical.

 

ii

 

1

 

​

2

 

​

3

 

​

4

 

5

 

6

 

7

 

8

 

9

 

​

​

​

Nine Months Ended September 30,

​

​

Fiscal Year Ended December 31,

​

​

​

​

2022

​

​

2021

​

​

2021

​

​

2020

​

($ in thousands, except per share amounts)

​

​

(unaudited)

​

​

(unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue

​

​

​

$

9,444

​

​

​

​

$

4,880

​

​

​

​

$

6,655

​

​

​

​

$

4,842

​

​

Operating Expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cost of service

​

​

​

​

4,211

​

​

​

​

​

2,479

​

​

​

​

​

3,250

​

​

​

​

​

2,185

​

​

Selling, general and administrative

​

​

​

​

5,396

​

​

​

​

​

2,486

​

​

​

​

​

4,664

​

​

​

​

​

3,296

​

​

Depreciation and amortization

​

​

​

​

88

​

​

​

​

​

16

​

​

​

​

​

51

​

​

​

​

​

25

​

​

Total operating expenses

​

​

​

$

9,695

​

​

​

​

$

4,981

​

​

​

​

$

7,965

​

​

​

​

$

5,506

​

​

Income (Loss) from operations

​

​

​

$

(251)

​

​

​

​

$

(101)

​

​

​

​

$

(1,310)

​

​

​

​

$

(664)

​

​

Other (income)/expenses

​

​

​

​

5

​

​

​

​

​

(502)

​

​

​

​

​

(1,081)

​

​

​

​

​

(1,257)

​

​

Interest expense

​

​

​

​

100

​

​

​

​

​

44

​

​

​

​

​

78

​

​

​

​

​

120

​

​

Net income (loss)

​

​

​

$

(356)

​

​

​

​

$

357

​

​

​

​

$

(307)

​

​

​

​

$

473

​

​

​

​

​

As of September 30, 2022

​

​

As of December 31, 2021

​

Pro forma net loss per common share – basic and diluted(1)

​

​

​

$

(0.03)

​

​

​

​

$

(0.03)

​

​

Pro forma common shares outstanding for all periods – basic and diluted(2)

​

​

​

​

12,500,00

​

​

​

​

​

12,500,00

​

​

​

​

​

As of September 30, 2022 (Pro Forma and Pro Forma As Adjusted is unaudited)

​

$ in thousands

​

​

Actual

​

​

Pro Forma(3)

​

​

Pro Forma As Adjusted(4)(5)

​

Cash

​

​

​

$

739

​

​

​

​

$

739

​

​

​

​

$

10,789

​

​

Total assets

​

​

​

$

5,719

​

​

​

​

$

5,719

​

​

​

​

$

15,769

​

​

Total liabilities

​

​

​

$

8,588

​

​

​

​

$

7,331

​

​

​

​

$

7,331

​

​

Accumulated deficit

​

​

​

$

(3,515)

​

​

​

​

$

(3,515)

​

​

​

​

$

(3,515)

​

​

Total stockholders’ equity (deficit)

​

​

​

$

(2,869)

​

​

​

​

$

(1,612)

​

​

​

​

$

8,438

​

​

​

10

 

RISK FACTORS

An investment in our common stock involves a high degree of risk. Before making an investment decision, you should give careful consideration to the following risk factors, in addition to the other information included in this prospectus, including our financial statements and related notes, before deciding whether to invest in shares of our common stock. The occurrence of any of the adverse developments described in the following risk factors could materially and adversely harm our business, financial condition, results of operations or prospects. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Business

We have a limited operating history, and our past results may not be indicative of our future performance. Further, our revenue growth rate is likely to slow as our business and our market matures.

We began operations in 2014. We have a limited history of generating revenue. As a result, our historical revenue growth should not be considered indicative of our future performance. We have encountered, and will continue to encounter, risks and difficulties frequently experienced by growing companies in rapidly changing industries, including market acceptance of our procedures, attracting new clients, hiring physicians and responding to increasing competition and expenses as we expand our business. We cannot be sure that we will be successful in addressing these and other challenges we may face in the future, and our business may be adversely affected if we do not properly manage these risks.

Because we have a limited history operating our business at its current scale, it is difficult to evaluate our current business and future prospects, including our ability to plan for and model future growth. Our limited operating experience at this scale, combined with the rapidly evolving nature of the health and wellness market, substantial uncertainty concerning how these markets may develop, and other economic factors beyond our control, reduces our ability to accurately forecast quarterly or annual revenue. Failure to manage our future growth effectively and profitably could have an adverse effect on our business, financial condition, and operating results.

Our success depends on our ability to maintain the value and reputation of the Nava Health and Vitality Center™ brand.

We believe that our brand is important to attracting clients and high-quality practitioners. Maintaining, protecting, and enhancing our brand depends largely on our ability to deliver results for our clients and the success of our marketing efforts. We believe that the importance of our brand will increase as competition further intensifies. Our brand could be harmed if we fail to achieve these objectives or if our public image were to be tarnished by negative publicity. From time to time, we are involved in lawsuits, claims, audits and investigations, including those arising out of services provided, personal injury claims, professional liability claims, billing and marketing practices, employment disputes and contractual claims. These lawsuits, claims, audits or investigations, regardless of their merit or outcome, may also adversely affect our reputation and ability to expand our business. Unfavorable publicity about us, including our procedures and technology, could diminish confidence in our Nava Health and Vitality Center™ brand. Such negative publicity also could have an adverse effect on our business, financial condition, and operating results.

We may be unable to attract and retain members, which would materially and adversely affect our business, results of operations and financial condition.

The success of our business depends on our ability to attract and retain clients as members. Our marketing efforts may not be successful in attracting clients, and membership levels may materially decline over time. Clients may cancel their memberships at any time after giving proper notification, in accordance with the terms of their membership agreement, subject to an initial minimum term applicable to certain memberships. We may also cancel or suspend client memberships if a client fails to provide payment for an extended period of time. In addition, we may experience attrition and must continually engage existing members and attract new clients in order to maintain membership levels. A portion of our member base does not regularly use our stores and may be more likely to cancel their memberships. Some of the factors that could lead to a decline in membership levels include changing desires and behaviors of clients or their perception of our brand, changes in discretionary spending trends and general economic conditions,

 

11

 

changes in client behavior resulting from the COVID-19 pandemic, market maturity or saturation, a decline in our ability to deliver quality service at a competitive price, an increase in monthly membership dues due to inflation, direct and indirect competition in our industry and a decline in the public’s interest in wellness, among other factors. In order to increase membership levels, we may from time to time offer promotions or lower monthly or annual fees. If we are not successful in optimizing price or in adding new memberships in new and existing stores, growth in monthly membership or annual fees may suffer. Any decrease in our average fees or higher membership costs may adversely impact our results of operations and financial condition.

The health of the economy may affect consumer purchases of discretionary services, such as cosmetic services, which could have a material adverse effect on our business, financial condition and results of operations.

Our results of operations may be materially affected by conditions in the capital and credit markets and the economy generally. We appeal to a wide demographic customer profile for cosmetic services. Uncertainty in the economy could adversely impact client purchases of discretionary services, including cosmetic services. Factors that could affect clients’ willingness to make such discretionary purchases include general business conditions, levels of employment, interest rates, tax rates, the availability of consumer credit, consumer confidence in future economic conditions and risks, or the public perception of risks, related to epidemics or pandemics, such as the COVID-19 pandemic. In the event of a prolonged economic downturn or acute recession, consumer spending habits could be adversely affected, and we could experience lower than expected net sales.

Our revenue is particularly sensitive to regulatory, economic and other conditions in the states and jurisdictions in which we operate on-premises locations. As of the date of this prospectus, we operate through our arrangements with Nava Medical’s three on-premises locations in Maryland and Virginia.

If there were an adverse regulatory, economic or other development in any of the states and jurisdictions in which we have a higher concentration of centers there could be unanticipated adverse impacts on our business in those states and jurisdictions, which could have a material adverse effect on our business, prospects, results of operations and financial condition.

In addition, a general deterioration in economic conditions could adversely affect our commercial partners including our vendor partners as well as the real estate developers and landlords who we rely on to construct and operate locations in which our centers are located. A bankruptcy or financial failure of a significant vendor or a number of significant real estate developers or landlords could have a material adverse effect on our business, financial condition, profitability, and cash flows.

We have grown rapidly in recent years and have limited operating experience at our current scale of operations. If we are unable to manage our growth effectively, our brand, company culture, and financial performance may suffer.

We have expanded rapidly and have limited operating experience at our current size. To effectively manage and capitalize on our growth, we must continue to expand our marketing, focus on innovation and upgrade our management information systems and other processes. Our continued growth could strain our existing resources, and we could experience ongoing operating difficulties in managing our business across numerous jurisdictions, including difficulties in hiring, training, and managing physicians and other staff in our medical centers. If we do not adapt to meet these evolving challenges, or if our management team does not effectively scale with our growth, we may experience erosion to our brand, our company culture and financial performance may be harmed.

Our growth strategy contemplates expanding our footprint by opening new on-premises locations. Many of our on-premises locations are relatively new and we cannot assure you that these on-premises locations or that future on-premises locations will generate revenue comparable with those generated by our more mature locations, especially as we move to new geographic markets. Further, many of our on-premises locations are leased pursuant to multi-year leases, and our ability to negotiate favorable terms on an expiring lease or for a lease renewal option may depend on factors that are not within our control. Expanding nationally will require significant additional investment. Successful implementation of our growth strategy

 

12

 

will require significant expenditures before any substantial associated revenue is generated and we cannot guarantee that these increased investments will result in corresponding and offsetting revenue growth.

Our planned expansion will place increased demands on our existing operational, managerial, and administrative resources. These increased demands could strain our resources and cause us to operate our business less effectively, which in turn could cause the performance of our new and existing centers to suffer. Opening new on-premises locations may result in inadvertent oversaturation, temporarily or permanently divert clients from our existing centers to new centers and reduce comparable centers revenue, thus adversely affecting our overall financial performance. In addition, oversaturation, or the risk of oversaturation, may reduce or adversely affect the number or location of centers we plan to open, and could thereby materially and adversely affect our growth plans overall or in particular markets.

If we fail to open and operate new centers in a timely and cost-effective manner or fail to successfully enter new markets, our financial performance could be materially and adversely affected.

Our growth strategy depends, in large part, on growing and expanding our operations, both in existing and new geographic regions, particularly in densely populated and affluent metropolitan and suburban regions and operating our new centers successfully. We cannot assure you that our contemplated expansion will be successful.

Our ability to successfully open and operate new centers depends on many factors, including, among others, our ability to:

•

recruit qualified health practitioners through Nava Medical for our new centers;

​

•

address regulatory, competitive, and marketing, and other challenges encountered in connection with expansion into new markets;

​

•

hire, train and retain health practitioners and other personnel through Nava Medical;

​

•

maintain adequate information system and other operational system capabilities;

​

•

successfully integrate new centers into our existing management structure with Nava Medical and operations, including information system integration;

​

•

negotiate acceptable lease terms at suitable locations;

​

•

source sufficient levels of medical supplies at acceptable costs;

​

•

obtain and maintain necessary permits and licenses through Nava Medical;

​

•

construct and open our centers on a timely basis;

​

•

generate sufficient levels of cash or obtain financing on acceptable terms to support our expansion;

​

•

achieve and maintain brand awareness in new and existing markets; and

​

•

identify and satisfy the needs and preferences of our clients.

​

Our failure to effectively address challenges such as these could adversely affect our ability to successfully open and operate new centers in a timely and cost-effective manner.

We may also pursue strategic acquisitions in the future. Risks in acquisition transactions include difficulties in the integration of acquired businesses into our operations and control environment, difficulties in assimilating and retaining employees and intermediaries, difficulties in retaining the existing clients of the acquired entities, assumed or unforeseen liabilities that arise in connection with the acquired businesses, the failure of counterparties to satisfy any obligations to indemnify us against liabilities arising from the acquired businesses, and unfavorable market conditions that could negatively impact our growth expectations for the acquired businesses. Fully integrating an acquired company or business line into our operations may take a significant amount of time. We cannot assure you that we will be successful in overcoming these risks or any other problems encountered with acquisitions and other strategic transactions. These risks may prevent us from realizing the expected benefits from acquisitions and could result in the failure to realize the full economic value of a strategic transaction or the impairment of goodwill and/or intangible assets

 

13

 

recognized at the time of an acquisition. These risks could be heightened if we complete a large acquisition, multiple acquisitions within a short period of time, or miscalculate expected returns on an acquisition.

Accordingly, we cannot assure you that we will achieve our planned growth or, even if we are able to grow our centers as planned, that our new centers will perform as expected. Our failure to implement our growth strategy and to successfully open and operate new centers in the time frames and at the costs estimated by us could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to secure contracts with payors in new geographic regions, our revenue growth will be adversely affected.

To increase our revenue, our business strategy is to expand into new geographic regions. In order to support such growth, Nava Medical must continue to win new payor contracts or grow existing contracts with payors.

If Nava Medical is unable to convince potential payors of the benefits of our value-based system, or if potential or existing payors prefer the care provider model of one of our competitors, we may not be able to effectively implement our growth strategy, which depends in part on our ability to attract new payors for Nava Medical. Nava Medical’s inability to obtain new payor agreements would harm our ability to execute our growth strategy and may have a material adverse effect on our business operations and financial position.

There are risks associated with estimating the amount of revenue that is recognized under insurance reimbursements, and if our estimates of revenue are materially inaccurate, it could impact the timing and the amount of our revenue recognition or have a material adverse effect on our business, results of operations, financial condition and cash flows.

There are risks associated with estimating the amount of revenues for clients using insurance as payment. The billing and collection process is complex due to ongoing insurance coverage changes, geographic coverage differences, differing interpretations of contract coverage and other payor issues, such as ensuring appropriate documentation. We base our estimates of actual revenue on historical trends. We may make a revenue adjustment in a period where our estimates are either too high or too low. If our estimates of revenues are materially inaccurate, it could impact the timing and the amount of our revenues recognition and have a material adverse impact on our business, results of operations, financial condition and cash flows.

Our inability to effectively compete with our competitors may prevent us from achieving significant market penetration or improving our operating results.

The wellness market is highly competitive and dynamic, and is characterized by rapid and substantial technological development and product innovations. Demand for Nava’s services could be limited by the products and technologies offered by our competitors. Many of our competitors are large, experienced companies that have substantially greater resources and brand recognition than we do. Some of these competitors offer similar services (including competitors who may charge less for such services than we do) and others also offer alternative services that are less expensive than the procedures we offer. Competing in the wellness market could result in price-cutting, reduced profit margins, and limited market share, any of which would harm our business, financial condition, and results of operations.

Government regulations and private party actions relating to the marketing and advertising of our products and services may restrict, inhibit, or delay our ability to sell our products and harm our business, financial condition, and results of operations.

Government authorities regulate advertising and product claims regarding the performance and benefits of some of our products. These regulatory authorities typically require a reasonable basis to support any marketing claims. What constitutes a reasonable basis for substantiation can vary widely from market to market, and there is no assurance that the efforts that we undertake to support our claims will be deemed adequate for any particular product or claim. The most significant area of risk for such activities relates to improper or unsubstantiated claims about our products and their use or safety. If we are unable to show adequate substantiation for our product claims, or our promotional materials make claims that

 

14

 

exceed the scope of allowed claims for the classification of the specific product, regulatory authorities could take enforcement action or impose penalties, such as monetary consumer redress, requiring us to revise our marketing materials, amend our claims or stop selling certain products, all of which could harm our business, financial condition and results of operations. Any regulatory action or penalty could lead to private party actions, which could further harm our business, financial condition, and results of operations.

We primarily depend on payments by individuals as well as third-party payors, which could lead to delays and uncertainties in the reimbursement process.

The reimbursement process is complex and can involve lengthy delays. Third-party payors may disallow, in whole or in part, requests for reimbursement based on determinations that the client is not eligible for coverage, certain amounts are not reimbursable under plan coverage, or the services provided were not medically necessary or require additional supporting documentation. Retroactive adjustments may change amounts realized from third-party payors. As described below, Nava Medical is subject to audits by such payors, including governmental audits of our Medicare claims, if any, and may be required to repay these payors if a finding is made that we were incorrectly reimbursed. Delays and uncertainties in the reimbursement process may adversely affect accounts receivable, increase overall costs and cause us to incur additional costs associated with raising capital. Third-party payors are also increasingly focused on controlling healthcare costs, and such efforts, including any revisions to reimbursement policies, may further complicate and delay Nava Medical’s reimbursement claims.

In addition, certain of our clients are covered under health plans that require the client to cover a portion of their own healthcare expenses through the payment of copayments or deductibles. Nava Medical may not be able to collect the full amounts due with respect to these payments that are the client’s financial responsibility. To the extent permitted by law, amounts not covered by third-party payors are the obligations of individual clients for which Nava Medical may not receive whole or partial payment. Any increase in cost shifting from third-party payors to individual clients, including as a result of high deductible plans for clients, increases our collection costs and reduces overall collections, which we may not be able to offset such additional costs with sufficient revenue.

In response to the COVID-19 pandemic, the Centers for Medicare and Medicaid Services, or CMS, the federal agency responsible for administering the Medicare program, made several changes in the manner in which Medicare will pay for telehealth visits, many of which relax previous requirements, including site requirements for both the providers and clients, telehealth modality requirements and others. State law applicable to telehealth, particularly licensure requirements, has also been relaxed in many jurisdictions as a result of the COVID-19 pandemic. It is unclear which, if any, of these changes will remain in place permanently and which will be rolled-back following the COVID-19 pandemic. If regulations change to restrict Nava Medical’s ability to or prohibit our affiliated providers from delivering care through telehealth modalities, our financial condition and results of operations may be adversely affected.

A portion of our revenue is derived from health insurance. Those payors could take action to remove, exclude, delay, or otherwise prevent the inclusion of Nava in their provider networks.

Our operations are dependent on a concentrated number of payors with whom we contract to provide services to clients. We generally manage payor contracts on a state-by-state basis, entering into a separate contract in each state with the local affiliate of the relevant payor such that no one local payor contract accounts for a majority of our collective revenue. We believe that a portion of Nava Medical’s revenue may continue to be derived from a number of key payors, which may terminate their contracts with Nava upon the occurrence of certain events. The sudden loss of any of Nava’s payor partners, or the renegotiation of any of Nava’s payor contracts, could adversely affect our operating results. In the ordinary course of business, we engage in active discussions and renegotiations with payors in respect of the services Nava provides and the terms of Nava’s payor agreements. As the payors’ businesses respond to market dynamics and financial pressures, and as payors make strategic business decisions in respect of the lines of business they pursue and programs in which they participate, certain of the payors may seek to renegotiate or terminate their agreements with Nava. These discussions could result in reductions in the fees and changes to the scope of services contemplated by the original payor contracts and consequently could negatively impact our revenues, business and prospects.

 

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We depend on the creditworthiness of these payors. The payors are subject to a number of risks including reductions in payment rates from governmental programs, higher than expected healthcare costs and lack of predictability of financial results when entering new lines of business, particularly with high-risk populations. If the financial condition of Nava’s payor partners declines, our financial results could be impacted. Should one or more of Nava’s significant payor partners declare bankruptcy, be declared insolvent or otherwise be restricted by state or federal laws or regulation from continuing in some or all of their operations, this could adversely affect our ongoing revenues, the collectability of our accounts receivable, our bad debt reserves and our net income.

Although Nava has long-term contracts with many payors, these contracts may be terminated before their term expires for various reasons, such as changes in the regulatory landscape and poor performance by Nava and our affiliated providers, subject to certain conditions. Certain of the payor contracts are terminable immediately upon the occurrence of certain events. Certain of the payor contracts may be terminated immediately by the partner if Nava loses applicable licenses, goes bankrupt, loses its liability insurance or receive an exclusion, suspension or debarment from state or federal government authorities. Additionally, if a payor were to lose applicable licenses, go bankrupt, lose liability insurance, become insolvent, file for bankruptcy or become subject to exclusion, suspension or debarment from state or federal government authorities, Nava’s contract with such payor could in effect be terminated. In addition, certain of the payor contracts may be terminated immediately if Nava becomes insolvent or files for bankruptcy. If any of the contracts with Nava’s payors is terminated, Nava may not be able to recover all fees due under the terminated contract, which may adversely affect our operating results.

A pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide, including the outbreak of the novel strain of coronavirus disease, COVID-19, could adversely affect our business.

If a pandemic, epidemic or outbreak of an infectious disease occurs in the United States or worldwide, our business may be adversely affected. The severity, magnitude and duration of the current COVID-19 pandemic is uncertain and rapidly changing. As of the date of this prospectus, the extent to which the COVID-19 pandemic may impact our business, results of operations and financial condition remains uncertain. Furthermore, because of our business model, the full impact of the COVID-19 pandemic may not be fully reflected in our results of operations and overall financial condition until future periods.

The COVID-19 global pandemic made 2020 a challenging year for businesses and significantly affected the United States economy and financial markets. We took immediate action to protect the health and safety of our doctors, our employees and our clients including the implementation of protocols dictated by state and local guidelines and instituting strict health and safety practices. As a result of federal, state, and local guidelines, we started moving all non-contact appointments to our virtual telehealth platform. By March 31, 2020, we terminated all non-essential employees in center treatments and procedures. We began reopening our facilities for all services and treatments beginning May 4, 2020. We continued to experience lower volumes throughout May and most of June 2020. As a result, client volumes and revenue across most of our centers were significantly impacted in the second quarter of 2020. We applied for and Received Paycheck Protection Plan loans and the COVID-19 SBA Economic Injury Disaster Loan which, along with cash from operations, helped us maintain cash liquidity during the COVID-19 pandemic. Our client volumes and revenue improved in the second half of 2020 as states began to re-open and allow for non-essential treatments and procedures. The nine months ended September 30, 2021, was negatively impacted by the COVID-19 pandemic, which caused a reduction in revenue while we continued to incur certain fixed costs.

Adverse market conditions resulting from the spread of COVID-19 could continue to materially adversely affect our business and the value of common stock. Numerous state and local jurisdictions, including all markets where we operate, have imposed, and others in the future may impose, “shelter-in-place” orders, quarantines, executive orders and similar government orders and restrictions for their residents to control the spread of COVID-19. Such orders or restrictions resulted in largely remote operations at our headquarters, work stoppages among some vendors and suppliers, slowdowns and delays, travel restrictions and cancellation of events, among other effects, thereby significantly and negatively impacting our operations. Other disruptions or potential disruptions include restrictions on the ability of our personnel to travel; restrictions on our business development activities due to potential payors or other entities we engage with limiting their corresponding business development efforts; inability of our suppliers to

 

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manufacture goods and to deliver these to us on a timely basis, or at all; inventory shortages or obsolescence; delays in actions of regulatory bodies; diversion of or limitations on employee resources that would otherwise be focused on the operations of our business, including because of sickness of employees or their families or the desire of employees to avoid contact with groups of people; business adjustments or disruptions of certain third parties; and additional government requirements or other incremental mitigation efforts. The extent to which the COVID-19 pandemic impacts our business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity and spread of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. In addition, the COVID-19 virus disproportionately impacts older adults, especially those with chronic illnesses, which describes many of our clients.

If the COVID-19 pandemic worsens, especially in regions where we have offices or clinics, our business activities originating from affected areas could be adversely affected. Disruptive activities could include business closures in impacted areas, further restrictions on our employees’ and service providers’ ability to travel, impacts to productivity if our employees or their family members experience health issues, and potential delays in hiring and onboarding of new employees. We may take further actions that alter our business operations as may be required by local, state, or federal authorities or that we determine are in the best interests of our employees’ health and safety. Such measures could negatively affect our sales and marketing efforts, sales cycle, employee productivity, or client retention, any of which could harm our financial condition and business operations.

The extent and continued impact of the COVID-19 pandemic on our business will depend on certain developments, including: the duration and spread of the outbreak; government responses to the pandemic; the impact on our clients and our sales cycles; the impact on client, industry, or employee events; and the effect on our partners and supply chains, all of which are uncertain and cannot be predicted. Because of our business model, the full impact of the COVID-19 pandemic may not be fully reflected in our results of operations and overall financial condition until future periods.

To the extent the COVID-19 pandemic, or another pandemic, epidemic or outbreak of an infectious disease occurs in the United States or worldwide, adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section, including but not limited to those relating to cyberattacks and security vulnerabilities, interruptions or delays due to third-parties, or our ability to raise additional capital or generate sufficient cash flows necessary to fulfill our obligations under our existing indebtedness or to expand our operations.

Our services are concentrated in certain geographic areas and populations exposing us to unfavorable changes in local benefit costs, reimbursement rates, competition and economic conditions.

Nava’s client base remains concentrated in certain geographic areas in the United States. We have clinic locations in the mid-Atlantic region. As of September 30, 2022, the vast majority of the Nava’s clients were residents of Maryland, the District of Columbia or Virginia. Unfavorable changes in healthcare or other benefit costs or reimbursement rates or increased competition in the states in which we operate or any other geographic area where Nava’s membership becomes concentrated in the future could therefore have a disproportionately adverse effect on our operating results. Additionally, the geographic concentration of a significant portion of the Nava’s clients may make them more vulnerable to events similar to the COVID-19 pandemic.

We rely on a skilled, licensed labor force to provide our healthcare services, and the supply of this labor force is finite. If we cannot hire adequate staff for our clinics, we will not be able to operate.

As of July 31, 2022, we employed approximately 70 full-time employees and approximately 20 part-time employees. The majority of our personnel is licensed to perform cosmetic services, including medical treatments, and hold licenses as physicians, nurses, nutritionists, nurse practitioners, physician assistants, acupuncturists or massage therapists. Our success depends, in part, on our continuing ability to identify, hire, develop and retain highly qualified personnel, including physicians, nurses, nutritionists, nurse practitioners, physician assistants, acupuncturists and massage therapists, through Nava Medical. The demand for medical professionals has increased significantly as a result of the COVID-19 pandemic. Further, even before the COVID-19 pandemic, the demand for medical professionals had been increasing as more

 

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consumers began gravitating to health and wellness treatments. Additionally, many of the jurisdictions in which we operate our centers have their own licensing or similar requirements applicable to our personnel, and the on boarding and training process for each of our employees can take several months. If we cannot identify, hire, develop and retain adequate staff for our centers, we will not be able to open new centers on a timely basis or adequately staff existing centers.

We face competition for health practitioners.

The number of health practitioners available to work through Nava Medical at our centers is finite, and we face intense competition from other wellness centers in recruiting health practitioners to work in our centers.

In addition, there may be other companies that may decide to enter our business. Many of these companies have greater resources than we do, including financial, marketing, staff and capital resources. If we are unable to compete effectively with any of these entities for health practitioners, we may be unable to implement our business strategies successfully and our financial position and results of operations could be adversely affected.

Our centers and our affiliated healthcare providers providing professional services at such centers may become subject to medical liability and other legal claims, which could have a material adverse impact on our business.

The nature and use of our services could give rise to liability, including medical liability claims us and healthcare providers, if a client were injured while receiving our procedures or were to suffer adverse reactions following our procedures. Adverse reactions could be caused by various factors beyond our control. If any of these events occurred, we and our affiliated healthcare providers could incur substantial litigation expense and be required to make payments in connection with settlements of claims or as a result of judgments against us, which could result in substantial damage awards that exceed the limits of our respective insurance coverage. Additionally, any claims made against us could divert the attention of our management and our practitioners from our operations, which could have a material adverse effect on our business, financial condition and results of operations.

In recent years, physicians, hospitals and other healthcare providers have become subject to an increasing number of legal actions alleging malpractice or related legal theories. Many of these actions involve large monetary claims and significant defense costs. We also owe certain defense and indemnity obligations to our officers and directors.

Our collective insurance coverage may not cover all claims against us. Insurance coverage may not continue to be available at a cost allowing us to maintain adequate levels of insurance. If one or more successful claims against us were not covered by or exceeded the coverage of our insurance, our financial condition and results of operations could be adversely affected. Our business, profitability and growth prospects could suffer if we face negative publicity or we pay damages or defense costs in connection with a claim that is outside the scope or limits of coverage of any applicable insurance coverage, including claims related to adverse client events, contractual disputes, professional and general liability, and directors’ and officers’ duties.

In addition, if our costs of insurance and claims increase, then our earnings could decline. Market rates for insurance premiums and deductibles have been steadily increasing. Our earnings and cash flows could be materially and adversely affected by any of the following:

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the collapse or insolvency of our insurance carriers;

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further increases in premiums and deductibles;

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increases in the number of liability claims against us or the cost of settling or trying cases related to those claims; or

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an inability to obtain one or more types of insurance on acceptable terms, if at all.

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We depend on our senior management, and we may be adversely affected if we lose any member of our senior management.

Because our senior management has been key to our growth and success, we are highly dependent on Dr. Douglas Lord and Mr. Bernaldo Dancel, our founder and Chief Executive Officer. We do not maintain “key man” life insurance policies on any of our officers. Competition for senior management generally, and within the wellness industry specifically, is intense and we may not be able to recruit and retain the personnel we need if we were to lose an existing member of senior management. Because our senior management has contributed greatly to our growth since inception, the loss of key management personnel, without adequate replacements, or our inability to attract, retain and motivate sufficient numbers of qualified management personnel could have a material adverse effect on our financial condition and results of operations.

Most members of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition, and operating results.

We depend on our information technology systems, and those of our third-party vendors, contractors and consultants, and any failure or significant disruptions of these systems, security breaches or loss of data could materially adversely affect our business, financial condition and results of operations.

Our business is highly dependent on maintaining effective information systems as well as the integrity and timeliness of the data we use to serve our clients, support our care teams and operate our business. Because of the large amount of data that we collect and manage, it is possible that hardware failures or errors in our systems could result in data loss or corruption or cause the information that we collect to be incomplete or contain inaccuracies that our partners regard as significant. If our data were found to be inaccurate or unreliable due to fraud or other error, or if we, or any of the third-party service providers we engage, were to fail to maintain information systems and data integrity effectively, we could experience operational disruptions that may impact our clients and care teams and hinder our ability to provide services, establish appropriate pricing for services, retain and attract clients, manage our client risk profiles, establish reserves, report financial results timely and accurately and maintain regulatory compliance, among other things.

Our information technology strategy and execution are critical to our continued success. We must continue to invest in long-term solutions that will enable us to anticipate client needs and expectations, enhance the client experience, act as a differentiator in the market and protect against cybersecurity risks and threats. We believe our success is dependent, in large part, on maintaining the effectiveness of existing technology systems and continuing to deliver and enhance technology systems that support our business processes in a cost-efficient and resource-efficient manner. Increasing regulatory and legislative changes will place additional demands on our information technology infrastructure that could have a direct impact on resources available for other projects tied to our strategic initiatives. In addition, recent trends toward greater patient engagement in healthcare require new and enhanced technologies, including more sophisticated applications for mobile devices. Connectivity among technologies is becoming increasingly important. We must also develop new systems to meet current market standards and keep pace with continuing changes in information processing technology, evolving industry and regulatory standards and patient needs. Failure to do so may present compliance challenges and impede our ability to deliver services in a competitive manner. Further, because system development projects are long-term in nature, they may be more costly than expected to complete and may not deliver the expected benefits upon completion.

Security incidents compromising the confidentiality, integrity, and availability of our confidential or personal information and our and our third-party service providers’ information technology systems could result from cyber-attacks, computer malware, viruses, social engineering (including spear phishing and ransomware attacks), credential stuffing, supply chain attacks, efforts by individuals or groups of hackers

 

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and sophisticated organizations, including state-sponsored organizations, errors or malfeasance of our personnel, and security vulnerabilities in the software or systems on which we and our third-party service providers rely. As techniques used by cyber criminals change frequently, a disruption, cyberattack or other security breach of our information technology systems or infrastructure, or those of our third-party service providers, may go undetected for an extended period and could result in the theft, transfer, unauthorized access to, disclosure, modification, misuse, loss or destruction of our employee, representative, client, vendor, consumer and/or other third-party data, including sensitive or confidential data, personal information and/or intellectual property. We cannot guarantee that our security efforts will prevent breaches or breakdowns of our or our third-party service providers’ information technology systems. If we suffer a material loss or disclosure of health-related or other personal or confidential information as a result of a breach of our information technology systems, including those of our third-party service providers, we may suffer reputational, competitive and/or business harm, incur significant costs and be subject to government investigations, litigation, fines and/or damages, which could have a material adverse effect on our business, prospects, results of operations, financial condition and/or cash flows. Moreover, while we maintain cyber insurance that may help provide coverage for these types of incidents, we cannot assure you that our insurance will be adequate to cover costs and liabilities related to these incidents. Further, our failure to effectively invest in, implement improvements to and properly maintain the uninterrupted operation and data integrity of our information technology and other business systems could adversely affect our results of operations, financial position and cash flow.

If we are unable to protect the confidentiality of our trade secrets, know-how and other proprietary and internally developed information, the value of our technology could be adversely affected.

We may not be able to protect our trade secrets, know-how and other internally developed information adequately. Although we use reasonable efforts to protect this internally developed information and technology, our employees, consultants and other parties (including independent contractors and companies with which we conduct business) may unintentionally or willfully disclose our information or technology to competitors. Enforcing a claim that a third party illegally disclosed or obtained and is using any of our internally developed information or technology is difficult, expensive and time-consuming, and the outcome is unpredictable. We rely, in part, on non-disclosure, confidentiality and assignment-of-invention agreements with our employees, independent contractors, consultants and companies with which we conduct business to protect our internally developed information. These agreements may not be self-executing, or they may be breached, and we may not have adequate remedies for such breach. Moreover, third parties may independently develop similar or equivalent proprietary information or otherwise gain access to our trade secrets, know-how and other internally developed information.

Our centers may be adversely impacted by weather and other factors beyond our control, and disruptions in our disaster recovery systems or management continuity planning could limit our ability to operate our business effectively.

The financial results of our centers may be negatively impacted by adverse weather conditions, such as tornadoes, earthquakes and hurricanes, or other factors beyond our control, such as wildfires. These weather conditions or other factors could disrupt client scheduling, displace our clients, employees and practitioners and force certain of our centers to close temporarily or for an extended period of time. In certain markets, we have a large concentration of centers that may be simultaneously affected by adverse weather condition or events beyond our control.

While we have disaster recovery systems and business continuity plans in place, any disruptions in our disaster recovery systems or the failure of these systems to operate as expected could, depending on the magnitude of the problem, adversely affect our operating results by limiting our capacity to effectively monitor and control our operations. Despite our implementation of a variety of security measures, our technology systems could be subject to physical or electronic break-ins, and similar disruptions from unauthorized tampering or weather-related disruptions where our headquarters is located. In addition, in the event that a significant number of our management personnel were unavailable in the event of a disaster, our ability to effectively conduct business could be adversely affected.

 

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Risks Related to Our Regulatory Environment

If we fail to comply with or otherwise incur liabilities under the numerous federal and state laws and regulations relating to the operation of our centers, we could incur significant penalties or other costs or be required to make significant changes to our operations.

The healthcare and wellness industry is heavily regulated and we are subject to many laws and regulations at the federal, state and local government levels in the markets in which we operate. These laws and regulations require that our centers meet various requirements, including, but not limited to, those relating to:

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ownership and control of our centers and our arrangements with Nava Medical;

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clinical and administrative policies and procedures;

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qualification, training and supervision of physicians and other licensed practitioners and support persons;

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the appropriateness and adequacy of medical care, equipment, personnel, operating policies and procedures; maintenance and preservation of medical records;

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the protection and privacy of patient and other sensitive information, including, but not limited to, patient protected health information and credit card information;

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building codes;

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workplace health and safety;

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fee-splitting and the corporate practice of medicine;

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handling of medication;

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fat removal;

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coding billing and reimbursement

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contractual arrangements with providers and third parties;

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labeling and sale of supplements; and

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environmental protection, health and safety.

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If we fail or have failed to comply with applicable laws and regulations, we could subject ourselves to administrative, civil or criminal penalties, cease and desist orders, and loss of the ability to operate, among other impacts.

Many of these laws and regulations have not been fully interpreted by regulatory authorities or the courts, and their provisions are sometimes open to a variety of interpretations. Different interpretations or enforcement of existing or new laws and regulations could subject our current practices to allegations of impropriety or illegality, or require us to make changes in our operations, arrangements with licensed professionals, vendors, equipment, personnel, services, capital expenditures or operating expenses to comply with the interpretations of, or the issuance of new or amended rules. In addition, some of the governmental and regulatory bodies that regulate Nava’s licensed practitioners are considering or may in the future consider enhanced or new regulatory requirements. These authorities may also seek to exercise their supervisory or enforcement authority in new or more robust ways. Any enforcement action against us, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our management’s attention from the operation of our business.

In pursuing our growth strategy, we may seek to expand our presence into states in which we do not currently operate. In new geographic areas, we may encounter laws and regulations that differ from those applicable to our current operations. If we are unwilling or unable to comply with these legal requirements in a cost-effective manner, we may be unable to expand into new geographic markets or such expansion may be materially limited, which, in either case, could materially and adversely affect our ability to expand and grow the business.

 

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Some of the procedures we perform involve the removal of fat. There are laws that limit the amount of fat that may be removed during certain types of procedures and restrictions vary based on where the procedure is performed. If laws materially change in this area, this may limit demand for certain of our services or may impact the pricing of certain of our services.

All of these possibilities, if they occurred, could detrimentally affect the way we conduct our business and manage our capital, either of which, in turn, could have a material adverse effect on our business, prospects, results of operations and financial condition.

The healthcare laws and regulations to which we are subject are constantly evolving and may change significantly in the future.

The laws and regulations applicable to our business and to the healthcare industry generally to which we are subject are constantly in a state of flux. While we believe that we have structured our agreements and operations in material compliance with applicable healthcare laws and regulations, there can be no assurance that we will be able to successfully address changes in the current regulatory environment or changes in interpretation of existing laws and regulations. We believe that our business operations materially comply with applicable healthcare laws and regulations. However, some of the healthcare laws and regulations applicable to us are subject to limited or evolving interpretations, and a review of our business or operations by a court, law enforcement or a regulatory authority might result in a determination that could have a material adverse effect on us. Furthermore, the healthcare laws and regulations applicable to us may be amended or interpreted in a manner that could have a material adverse effect on our business, prospects, results of operations and financial condition.

Changes in privacy or consumer protection laws could adversely affect our ability to attract clients and harm our business.

We collect information relating to our clients as part of our business and marketing activities. The collection and use of personal data is governed by privacy laws and regulations of the United States and other jurisdictions. Privacy regulations continue to evolve and, occasionally, may be inconsistent from one jurisdiction to another. Compliance with applicable privacy regulations may increase our operating costs or adversely affect our ability to market our services and products and serve our clients. In addition, non-compliance with applicable privacy regulations by us, or a breach of security systems storing our data, may result in fines, payment of damages, or restrictions on our use or transfer of data.

In addition, we are subject to, and may become subject to additional, laws or regulations that restrict or prohibit use of emails, similar marketing or advertising activities or other types of communication that we currently rely on. Such laws and regulations currently include the CAN-SPAM Act of 2003 and similar laws adopted by a number of states to regulate unsolicited commercial emails; the U.S. Federal Trade Commission guidelines that impose responsibilities on companies with respect to communications with consumers; federal and state laws and regulations prohibiting unfair or deceptive acts or practices; and the Telephone Consumer Protection Act that limits certain uses of automatic dialing systems, artificial or prerecorded voice messages and SMS text messages. Any further restrictions under such laws that govern our marketing and advertising activities could adversely affect the effectiveness of our marketing and advertising activities or other client communications. Furthermore, even if we can comply with existing or new laws and regulations, we may discontinue certain activities or communications if we become concerned that our clients or potential clients deem them intrusive, or they otherwise adversely affect our reputation. If our marketing and advertising activities are restricted, our ability to attract clients could be adversely affected and harm our business.

We may be subject to specific endorsement and/or testimonial regulations that would interfere with our advertising, marketing and labeling strategies.

The Federal Trade Commission (the “FTC”) revised its Guides Concerning the Use of Endorsements and Testimonials in Advertising (the “Guides”), which became effective on December 1, 2009. Although the Guides are not binding, they explain how the FTC interprets Section 5 of the FTC Act’s prohibition on unfair or deceptive acts or practices. Consequently, the FTC could bring a Section 5 enforcement action based on practices that are inconsistent with the Guides. Under the revised Guides, advertisements that feature a

 

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consumer and convey his or her atypical experience with a product or service are required to clearly disclose the results that consumers can generally expect. In contrast to the 1980 version of the Guides, which allowed advertisers to describe atypical results in a testimonial as long as they included a disclaimer such as “results not typical,” the revised Guides no longer contain such a safe harbor. The revised Guides also add new examples to illustrate the long-standing principle that “material connections” between advertisers and endorsers (such as payments or free products), connections that consumers might not expect, must be disclosed. We have continually adapted our marketing efforts to be compliant with the revised Guides. However, it is possible that our use, and that of our employees, of testimonials in the advertising and promotion of our products will be significantly impacted and therefore might negatively affect our sales.

Security breaches, loss of data, and other disruptions could compromise sensitive information related to our business or our clients, or prevent us from accessing critical information or systems and expose us to liability, and could adversely affect our business and our reputation.

In the ordinary course of our business, we create, receive, maintain, transmit, collect, store, use, disclose, share and process (collectively, “Process”) sensitive data, including individually identifiable health information (“IIHI”) and other types of personal data or personally identifiable information (collectively, “PII” and, together with IIHI, “IIHI/PII”) relating to our employees, clients, and others. We also contract with third-party service providers to whom we may disclose sensitive information, including IIHI/PII, confidential information, and other proprietary business information, so that such third-party service providers may provide services on our behalf.

We are highly dependent on information technology networks and systems, including the internet, to securely Process IIHI/PII and other sensitive data and information. Security breaches of this infrastructure, whether ours or of our third-party service providers, including physical or electronic break-ins, computer viruses, ransomware, attacks by hackers and similar breaches, and employee or contractor error, negligence or malfeasance, could create system disruptions, shutdowns or unauthorized access, acquisition, use, disclosure or modifications of such data or information, and could cause IIHI/PII to be accessed, acquired, used, disclosed or modified without authorization, to be made publicly available, or to be further accessed, acquired, used or disclosed.

We use third-party service providers for important aspects of the Processing of employee and client IIHI/​PII and other confidential and sensitive data and information, and therefore rely on third parties to manage functions that have material cybersecurity risks. Because of the sensitivity of the IIHI/PII and other sensitive data and information that we and our service providers Process, the security of our technology platform and other aspects of our services, including those provided or facilitated by our third-party service providers, are important to our operations and business strategy. We have implemented certain administrative, physical and technological safeguards to address these risks; however, such policies and procedures may not adequately address certain legal requirements, certain situations that could lead to increased privacy or security risks, and certain risks related to contractors and other third-party service providers who handle this IIHI/PII and other sensitive data and information for us. The training that we provide to our workforce and measures taken to protect our systems, the systems of our contractors or third-party service providers, or more generally the IIHI/PII or other sensitive data or information that we or our contractors or third-party service providers Process may not adequately protect us from the risks associated with Processing sensitive data and information. We may be required to expend significant capital and other resources to protect against security breaches, to safeguard the privacy, security, and confidentiality of IIHI/PII and other sensitive data and information, to investigate, contain, remediate, and mitigate actual or potential security breaches, and/or to report security breaches to clients, employees, regulators, media, credit bureaus, and other third parties in accordance with applicable law and to offer complimentary credit monitoring, identity theft protection, and similar services to clients and/or employees where required by law or otherwise appropriate. Despite our implementation of security measures, cyber-attacks are becoming more sophisticated, and frequent, and we or our third-party service providers may be unable to anticipate these techniques or to implement adequate protective measures against them or to prevent additional attacks. Our information technology networks and systems used in our business, as well as those of our service providers, may experience an increase in attempted cyber-attacks, seeking to take advantage of shifts to employees working remotely using their household or personal internet networks and to leverage fears promulgated by the COVID-19 pandemic. The success of any of these attempts could substantially impact our platform, and the privacy,

 

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security, or confidentiality of the IIHI/PII and other sensitive data and information contained therein or otherwise Processed in the ordinary course of our business operations and could ultimately harm our reputation and our business. In addition, any actual or perceived security incident or breach may cause us to incur increased expenses to improve our security controls and to remediate security vulnerabilities. We exercise limited control over our third-party service providers and, in the case of some third-party service providers, may not have evaluated the adequacy of their security measures, which increases our vulnerability to problems with services they provide.

A security breach, security incident, or privacy violation that leads to unauthorized use, disclosure, access, acquisition, loss or modification of, or that prevents access to or otherwise impacts the confidentiality, security, or integrity of, client or employee information, including IIHI/PII that we or our third-party service providers Process, could harm our reputation, compel us to comply with breach notification laws, cause us to incur significant costs for investigation, containment, remediation, mitigation, fines, penalties, settlements, notification to individuals, regulators, media, credit bureaus, and other third parties, complimentary credit monitoring, identity theft protection, training and similar services to clients and/or employees where required by law or otherwise appropriate, for measures intended to repair or replace systems or technology and to prevent future occurrences. We may also be subject to potential increases in insurance premiums, resulting in increased costs or loss of revenue.

If we or our third-party service providers are unable to prevent or mitigate security breaches, security incidents or privacy violations in the future, or if we or our third-party service providers are unable to implement satisfactory remedial measures with respect to known or future security incidents, or if it is perceived that we have been unable to do so, our operations could be disrupted, we may be unable to provide access to our systems, and we could suffer a loss of clients, loss of reputation, adverse impacts on client and investor confidence, financial loss, governmental investigations or other actions, regulatory or contractual penalties, and other claims and liability. In addition, security breaches and incidents and other compromise or inappropriate access to, or acquisition or processing of, IIHI/PII or other sensitive data or information can be difficult to detect, and any delay in identifying such breaches or incidents or in providing timely notification of such incidents may lead to increased harm and increased penalties.

Any such security breach or incident or interruption of our systems or those of any of our third-party service providers could compromise our networks or data security processes, and IIHI/PII or other sensitive data and information could be made inaccessible or could be compromised, used, accessed, or acquired by unauthorized parties, publicly disclosed, lost or stolen. Any such interruption in access, compromise, use, improper access, acquisition, disclosure or other loss of information could result in legal claims or proceedings and/or liability or penalties under laws and regulations that protect the privacy, confidentiality, or security of IIHI/PII, including, without limitation, the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), the Federal Trade Commission Act (“FTC Act”), state IIHI/PII privacy, security, or consumer protection laws, and state breach notification laws. Unauthorized access, loss or dissemination of IIHI/PII could also disrupt our operations, including our ability to perform our services, access, collect, process, and prepare company financial information, provide information about our current and future services and engage in other client and clinician education and outreach efforts.

We are subject to extensive fraud, waste, and abuse laws that may give rise to federal and state audits, investigations, lawsuits and claims against us, the outcome of which may have a material adverse effect on our business, financial condition, cash flows, or results of operations.

The U.S. healthcare industry is heavily regulated and closely scrutinized by federal, state and local governments. Comprehensive statutes and regulations govern the manner in which we provide and bill for services and collect reimbursement from governmental programs, commercial payors and patients, our contractual relationships and arrangements with healthcare providers and vendors, our marketing activities and other aspects of our operations. Of particular importance are:

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the federal Anti-Kickback Statute (“AKS”), which prohibits the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration for referring an individual, in return for ordering, leasing, purchasing or recommending or arranging for or to induce the referral of an individual or the ordering, purchasing or leasing of items or services covered,

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in whole or in part, by any federal healthcare program, such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation;

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the federal physician self-referral law, the Stark Law, which, subject to limited exceptions, prohibits physicians from referring Medicare or Medicaid patients to an entity for the provision of certain designated health services, or DHS if the physician or a member of such physician’s immediate family has a direct or indirect financial relationship (including an ownership interest or a compensation arrangement) with the entity, and prohibits the entity from billing Medicare or Medicaid for such DHS;

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the Federal False Claims Act (“FCA”), which imposes civil and criminal liability on individuals or entities that knowingly submit false or fraudulent claims for payment to the government or knowingly make, or cause to be made, a false statement in order to have a false claim paid, including qui tam or whistleblower suits. There are many potential bases for liability under the FCA, including intentionally submitting false claims and failure to return a known overpayment. The government has used the FCA to prosecute providers for coding errors, billing for services not provided, and providing care that is not medically necessary or that is substandard in quality. In addition, the government may assert that a claim including items or services resulting from a violation of the AKS or Stark Law constitutes a false or fraudulent claim for purposes of the FCA;

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the Civil Monetary Penalties Law, which prohibits, among other things, an individual or entity from offering remuneration to a federal healthcare program beneficiary that the individual or entity knows or should know is likely to influence the beneficiary to order or receive healthcare items or services from a particular provider. We may also be subject to civil monetary penalties and other sanctions under the statute if Nava Health or Nava Medical hires or contracts with any individuals or entities that are or become excluded from government healthcare programs, for the provision of items or services for which payment may be made under such programs;

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reassignment of payment rules that prohibit certain types of billing and collection practices in connection with claims payable by the Medicare or Medicaid programs;

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similar state law provisions pertaining to anti-kickback, self-referral and false claims issues, some of which may apply to items or services reimbursed by any payor, including patients and commercial insurers;

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a provision of the Social Security Act that imposes criminal penalties on healthcare providers who fail to disclose, or refund known overpayments;

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federal and state laws and regulations, as well as guidance (including provider manuals and/or coverage determinations) that requires providers to meet certain requirements as a condition to billing for services prohibit providers from billing and receiving payment from Medicare and Medicaid for services unless the services are medically necessary, adequately and accurately documented, and billed using codes that accurately reflect the type and level of services rendered; and

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federal and state laws pertaining to limitations on payments related to the provision and/or referral of diagnostic laboratory services, including under the federal Eliminating Kickbacks in Recovery Act (“EKRA”).

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Further, because of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, it is possible that some of the business activities undertaken by Nava Health or Nava Medical could be subject to challenge under one or more of these laws. If our or Nava Medical’s operations are found to be in violation of any of such laws or any other governmental regulations that apply, we may be subject to significant penalties, including, without limitation, administrative, civil and criminal penalties, damages, fines, disgorgement, the curtailment or restructuring of operations, integrity oversight and reporting obligations, exclusion from participation in federal and state healthcare programs and imprisonment. In addition, any action against Nava Health or Nava Medical for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses, divert our management’s attention from the operation of our business and result in adverse publicity, or otherwise experience a material adverse impact on our business, results of operations, financial condition, cash flows, reputation as a result.

 

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To enforce compliance with applicable federal laws, the U.S. Department of Justice and the U.S. Department of Health and Human Services Office of Inspector General (“OIG”), have recently increased their scrutiny of healthcare providers, which has led to a number of investigations, prosecutions, convictions and settlements in the healthcare industry. Dealing with investigations can be time and resource consuming and can divert management’s attention from the business. Any such investigation or settlement could increase our costs or otherwise have an adverse effect on our business. In addition, because of the potential for large monetary exposure under the federal FCA (which provides for treble damages and penalties of $12,537 to $25,076 per false claim or statement), healthcare providers often resolve allegations without admissions of liability for significant and material amounts to avoid the uncertainty of treble damages that may be awarded in litigation proceedings. Such settlements often contain additional compliance and reporting requirements as part of a consent decree, settlement agreement, or corporate integrity agreement. Given the significant size of actual and potential settlements, it is expected that governmental authorities will continue to devote substantial resources to investigating healthcare providers’ compliance with the healthcare reimbursement rules and fraud and abuse laws.

State legislative and regulatory changes specific to the area of telehealth law may present the licensed practitioners on our platform with additional requirements and state compliance costs, which may create additional operational complexity and increase costs.

Our licensed practitioners’ ability to provide telehealth services to, and receive reimbursement for, the services provided to clients in a particular state are dependent upon the laws and regulations of the state where the client resides. Laws and regulations governing the provision of telehealth services are evolving at a rapid pace and are subject to changing political, regulatory, and other influences. Some states’ regulatory agencies or medical boards may have established rules or interpreted existing rules in a manner that limits or restricts providers’ ability to provide telehealth services or for physicians to supervise nurse practitioners and physician assistants remotely. Additionally, there may be limitations placed on the modality through which telehealth services may be provided or requirements related to the provision of telehealth services, such as having a prior in-person visit or receipt of certain informed consents. For example, some states specifically require synchronous (or “live”) communications and restrict or exclude the use of asynchronous telehealth modalities, which is also known as “store-and-forward” telehealth. Because this is a developing area of law and regulation, we continually monitor our compliance in every jurisdiction in which we operate. However, we cannot be assured that our licensed practitioners’ activities, if challenged, will be found to be in compliance with the state requirements or that a new or existing law or regulation will not be adopted, enforced, or changed in a manner that is unfavorable to our business model. We cannot predict the regulatory landscape for those jurisdictions in which we operate and any significant changes in law, policies, or standards, or the interpretation or enforcement thereof, could occur with little or no notice. If there is a change in laws or regulations related to our business, or the interpretation or enforcement thereof, that adversely affects our structure or operations, including greater restrictions on the use of telehealth to deliver our services, it could have a material adverse effect on our business, financial condition, and results of operations

If Nava Medical becomes ineligible to receive reimbursement under Medicare or Medicaid or other third-party Payors, there may be a material adverse effect on our business, financial condition, cash flows, or results of operations.

The operations of Nava Medical are subject to extensive federal, state and local regulation relating to, among other things, the adequacy of medical care, equipment, personnel, operating policies and procedures, dispensing of prescription drugs, fire prevention, rate-setting and compliance with building codes and environmental protection. Nava Medical is also subject to regulation relating to professional licensure, conduct of operations, including financial relationships among healthcare providers, Medicare and Medicaid fraud and abuse and physician self-referrals, and maintaining updates to Nava Medical’s enrollment in the Medicare and Medicaid programs, including addition of new clinic locations, providers and other enrollment information. Should Nava Medical be found to be noncompliant with these requirements, we could be assessed fines and penalties, could be required to refund reimbursement amounts or could lose our licensure or Medicare and/or Medicaid certification or accreditation so that we are unable to receive reimbursement from such programs and possibly from other third-party payors, any of which could materially adversely affect our business, financial condition, cash flows or results of operations.

 

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If Nava Medical fails to comply with applicable data interoperability and information blocking rules, our consolidated results of operations could be adversely affected.

The 21st Century Cures Act (the “Cures Act”), which was passed and signed into law in December 2016, includes provisions related to data interoperability, information blocking and patient access. In March 2020, the HHS Office of the National Coordinator for Health Information Technology (“ONC”), and the Centers for Medicare and Medicaid Services (“CMS”) finalized and issued complementary rules that are intended to clarify provisions of the Cures Act regarding interoperability and information blocking, and include, among other things, requirements surrounding information blocking, and changes to ONC’s health IT certification program. The companion rules will transform the way in which healthcare providers, health IT developers, health information exchanges/health information networks, (“HIEs/HINs”), and health plans share patient information, and create significant new requirements for healthcare industry participants. For example, the ONC rule, which went into effect on April 5, 2021, prohibits healthcare providers, health IT developers of certified health IT, and HIEs/HINs from engaging in practices that are likely to interfere with, prevent, materially discourage, or otherwise inhibit the access, exchange or use of electronic health information, (“EHI”), also known as “information blocking.” To further support access and exchange of EHI, the ONC rule identifies eight “reasonable and necessary activities” as exceptions to information blocking activities, as long as specific conditions are met. Any failure to comply with these rules could have a material adverse effect on our business, results of operations and financial condition.

Comprehensive tax reform legislation or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, which could adversely affect our business operations and financial performance. Further, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us. For example, the Tax Cuts and Jobs Act of 2017 (the “Tax Cuts and Jobs Act”) enacted many significant changes to the U.S. tax laws. Future guidance from the Internal Revenue Service and other tax authorities with respect to the Tax Cuts and Jobs Act may affect us, and certain aspects of the Tax Cuts and Jobs Act could be repealed or modified in future legislation. For example, the Coronavirus Aid, Relief, and Economic Security Act enacted in 2020 (the “CARES Act”) modified certain provisions of the Tax Cuts and Jobs Act. In addition, it is uncertain if and to what extent various states will conform to the Tax Cuts and Jobs Act, the CARES Act, or any newly enacted federal tax legislation.

Changes in corporate tax rates, the realization of net deferred tax assets relating to our operations, the taxation of foreign earnings, and the deductibility of expenses under the Tax Cuts and Jobs Act, the CARES Act or future reform legislation could have a material impact on the value of our deferred tax assets, could result in significant one-time charges, and could increase our future U.S. tax expense.

In addition, we may be subject to audits of our income, sales and other taxes by U.S. federal, state, and local and foreign authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

The Internal Revenue Service or a state or local taxing authority could audit our tax returns and adjustments to our tax returns could occur as a result. Any such adjustment could result in additional tax, interest and penalties, as well as incremental accounting and legal expenses.

If there is a change in accounting standards by the Financial Accounting Standards Board or the interpretation thereof affecting consolidation of entities, it could have a material adverse effect on our consolidation of total revenue.

Our financial statements are consolidated in accordance with applicable accounting standards and include the accounts of Nava Medical, which we manage under the MSA but is not owned by us. Such consolidation for accounting and/or tax purposes does not, is not intended to, and should not be deemed to, imply or provide us any control over the medical or clinical affairs of Nava Medical. In the event a change in accounting standards promulgated by FASB or in interpretation of its standards, or if there is an adverse determination by a regulatory agency or a court, or a change in state or federal law relating to the

 

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ability to maintain present agreements or arrangements with Nava Medical, we may not be permitted to continue to consolidate the total revenue of such practices.

If we are unable to protect our other proprietary rights, our business and competitive position may be harmed.

We rely on proprietary rights that we seek to protect, including trade secrets, and other proprietary information that is not patentable or that we elect not to patent. However, trade secrets can be difficult to protect. To maintain the confidentiality of our trade secrets and proprietary information, we rely heavily on confidentiality provisions that we have in contracts with our employees, consultants, contractors, collaborators and others upon the commencement of their relationship with us. We cannot guarantee that we have entered into such agreements with each party that may have or have had access to our trade secrets or proprietary technology and processes. We may not be able to prevent the unauthorized disclosure or use of our technical knowledge or other trade secrets by such third parties, despite the existence generally of these confidentiality restrictions. These contracts may not provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information. There can be no assurance that such third parties will not breach their agreements with us, that we will have adequate remedies for any breach, or that our trade secrets, know-how and other proprietary information will not otherwise become known. Despite the protections we do place on our intellectual property or other proprietary rights, monitoring unauthorized use and disclosure of our intellectual property is difficult, and we do not know whether the steps we have taken to protect our intellectual property or other proprietary rights will be adequate. Enforcing a claim that a party disclosed proprietary information in an unauthorized manner or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable.

In addition, we may in the future also be subject to claims by our former employees, physicians, consultants or contractors asserting an ownership right in our intellectual property rights as a result of the work they performed on our behalf. We cannot be certain that we have executed intellectual property assignments with all parties who may have contributed to the development of our intellectual property, that the assignment of intellectual property rights under our agreements that have been executed with such parties will be self-executing, or that our agreements with such parties will be upheld in the face of a potential challenge. Such agreements could also potentially be breached in a manner for which we may not have an adequate remedy. As a result, we may lose valuable intellectual property rights, such as exclusive ownership of, and/or right to use, intellectual property that is important to our business. Any such events could have a material adverse effect on our business, financial condition and results of operations.

To the extent our intellectual property or other proprietary information protection is inadequate, we are exposed to a greater risk of direct competition. A third party could, without authorization, copy or otherwise obtain and use our procedures, equipment, or technology. Our competitors could attempt to replicate some or all of the competitive advantages we derive from our development efforts or design around our intellectual property. Our failure to secure, protect and enforce our intellectual property rights could substantially harm the value of our brand and business. The theft or unauthorized use or publication of our trade secrets and other confidential proprietary information could reduce the differentiation of our procedures and harm our business, the value of our investment in development could be reduced and third parties may make claims against us related to losses of their confidential or proprietary information.

Further, it is possible that others will independently develop the same or similar technology or otherwise obtain access to our unpatented technology, and in such cases, we could not assert any trade secret rights against such parties. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our trade secret rights and related confidentiality and nondisclosure provisions. If we fail to obtain or maintain trade secret protection, or if our competitors rightfully obtain our trade secrets or independently develop technology similar to ours or competing technologies, our competitive market position could be materially and adversely affected. In addition, some courts are less willing or unwilling to protect trade secrets, and agreement terms that address non-competition are difficult to enforce in many jurisdictions and might not be enforceable in certain cases.

We also seek to preserve the integrity and confidentiality of our data and other confidential information by maintaining physical security of our premises and physical and electronic security of our information technology systems. While we have confidence in these individuals, organizations and systems, agreements

 

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or security measures may be breached and detecting the disclosure or misappropriation of confidential information and enforcing a claim that a party illegally disclosed or misappropriated confidential information is difficult, expensive and time-consuming, and the outcome is unpredictable. Further, we may not be able to obtain adequate remedies for any breach. Any of the foregoing could materially and adversely affect our business, financial condition and results of operations.

If our trademarks and trade names are not adequately protected, that could adversely impact our ability to build name recognition in certain markets.

We rely on trademarks, service marks, trade names and brand names to distinguish our procedures and services from those of our competitors and have registered or applied to register these trademarks. Our registered or unregistered trademarks, service marks, trade names and brand names may be challenged, infringed, diluted, circumvented or declared generic or determined to be infringing on other marks.

Additionally, we cannot assure you that our trademark applications will be approved. During trademark registration proceedings, we may receive rejections. Although we are given an opportunity to respond to those rejections, we may be unable to overcome such rejections. In addition, in proceedings before the USPTO and comparable agencies in many foreign jurisdictions, third parties are given an opportunity to oppose pending trademark applications and to seek to cancel registered trademarks. Opposition or cancellation proceedings may be filed against our trademarks, and our trademarks may not survive such proceedings. In the event that our trademarks are successfully challenged, we could be forced to rebrand our procedures or services, which could result in loss of brand recognition and could require us to devote resources towards advertising and marketing new brands. At times, competitors may adopt trade names or trademarks similar to ours, which could harm our brand identity and lead to market confusion. Certain of our current or future trademarks may become so well known by the public that their use becomes generic and they lose trademark protection. Over the long term, if we are unable to establish name recognition through our trademarks and trade names, then we may not be able to compete effectively and our business, financial condition and results of operations may be adversely affected.

If laws governing the corporate practice of medicine or fee-splitting change, we may be required to restructure some of our relationships, which may result in a significant loss of revenue and diversion of other resources.

Our contractual relationships with Nava Medical, and their contractual relations with physicians and physician extenders may implicate certain state laws, regulations or doctrines that generally prohibit non-professional entities from providing licensed medical services and exercising control over licensed physicians or other healthcare professionals (the rules that prohibit these relationships generally are referred to as the “corporate practice of medicine,” or CPOM prohibition). The CPOM prohibition exists in some form — by statute, regulation, board of medicine or attorney general guidance, or case law — in most states; though there is broad variation between state application and enforcement of the doctrine. Other laws and regulations prohibit licensed practitioners from engaging in fee splitting (i.e., sharing a percentage of professional fees with an unlicensed person or entity). The specific requirements, interpretation and enforcement of these laws vary significantly from state to state, and may be subject to change and to evolving interpretations. There can be no assurance that these laws will be interpreted in a manner consistent with our practices or that other laws or regulations will not be enacted in the future that could have a material and adverse effect on our business, financial condition and results of operations. We provide comprehensive, administrative and non-clinical Management Services to Nava Medical in exchange for a management fee. Regulatory authorities, state boards of medicine, state attorneys general and other parties may asset or determine that our relationships with Nava Medical and physicians violate state CPOM and/or fee-splitting prohibitions. If any of these events occur, we could be subject to significant fines and penalties, certain relationships with Nava Medical and physicians could be voided and declared unenforceable and/or we could be required to materially change the way we do business, which, could adversely affect our business, financial condition and results of operations. State CPOM and fee-splitting prohibitions also often impose penalties on healthcare professionals for aiding in the improper rendering of professional services, which could discourage physicians and other healthcare professionals from providing clinical services at our centers.

While we expect that our relationship with Nava Medical will continue, a termination of the MSA relationship would likely impair our ability to provide services to our members and would likely significantly harm our business in the near term while we establish a new MSA partnership.

 

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We are subject to numerous environmental, health and safety laws and regulations, and must maintain licenses or permits, and non-compliance with these laws, regulations, licenses, or permits may expose us to significant costs or liabilities.

We are subject to numerous federal, state, and local environmental, health and safety laws and regulations relating to, among other matters, safe working conditions and environmental protection, including those governing the generation, storage, handling, use, transportation, and disposal of hazardous or potentially hazardous materials, including medical waste and other highly regulated substances. Some of these laws and regulations require us to obtain licenses or permits to conduct our operations. Environmental, health and safety laws and regulations are complex, occasionally change and have tended to become more stringent over time. If we violate or fail to comply with these laws, regulations, licenses, or permits, we could be fined or otherwise sanctioned by regulators. We cannot predict the impact on our business of new or amended laws or regulations or any changes in the way existing and future laws and regulations are interpreted or enforced, nor can we ensure we will be able to obtain or maintain any required licenses or permits.

Certain risks are inherent in providing prescription treatments, and our insurance may not be adequate to cover any claims against us.

Sellers of prescriptions are exposed to risks inherent in the packaging and distribution of prescriptions and other healthcare products, such as with respect to improper filling of prescriptions, labeling of prescriptions, adequacy of warnings, unintentional distribution of counterfeit drugs and expiration of drugs. Our medical professionals may also have a duty to warn clients regarding any potential negative effects of a prescription drug if the warning could reduce or negate these effects. Although we maintain professional liability and errors and omissions liability insurance, from time to time, claims may result in the payment of significant amounts, some portions of which are not funded by insurance. We cannot assure you that the coverage limits under our insurance policies will be adequate to protect us against future claims, or that we will be able to maintain this insurance on acceptable terms in the future. Our business, financial condition and results of operations may be adversely affected if our insurance coverage proves to be inadequate or unavailable or there is an increase in liability for which we self-insure or we suffer reputational harm as a result of an error or omission in the process of prescribing, dispensing and administering prescription treatments.

Reductions in Medicare reimbursement rates or changes in the rules governing the Medicare program could have a material adverse effect on our financial condition and results of operations.

Nava Medical receives reimbursements directly from Medicare. Many private payors base their reimbursement rates on the published Medicare rates or, in the case of Medicare Advantage, are themselves reimbursed by Medicare for the services Nava provides. As a result, our results of operations are, in part, dependent on government funding levels for Medicare programs, particularly Medicare Advantage programs. Any changes that limit or reduce Medicare Advantage or general Medicare reimbursement levels, such as reductions in or limitations of reimbursement amounts or rates under programs, reductions in funding of programs, expansion of benefits without adequate funding, elimination of coverage for certain benefits, or elimination of coverage for certain individuals or treatments under programs, could have a material adverse effect on our business, results of operations, financial condition and cash flows.

The Medicare program and its reimbursement rates and rules are subject to frequent change. These include statutory and regulatory changes, rate adjustments (including retroactive adjustments), administrative or executive orders and government funding restrictions, all of which may materially adversely affect the rates at which Medicare reimburses us for patient care services. Budget pressures often lead the federal government to reduce or place limits on reimbursement rates under Medicare. Implementation of these and other types of measures has in the past and could in the future result in substantial reductions in our revenue and operating margins.

In addition, CMS often changes the rules governing the Medicare program, including those governing reimbursement. Changes that could adversely affect our business include:

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administrative or legislative changes to rates or the bases of payment;

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limits on the services or types of providers for which Medicare will provide reimbursement;

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changes in methodology for patient assessment and/or determination of payment levels;

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the reduction or elimination of annual rate increases; or

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an increase in co-payments or deductibles payable by beneficiaries.

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There is also uncertainty regarding both Medicare Advantage payment rates and beneficiary enrollment, which, if reduced, would reduce our overall revenues and net income, as well as future growth opportunities. For example, although the Congressional Budget Office (“CBO”) predicted in 2010 that Medicare Advantage participation would drop substantially by 2020, the CBO has more recently predicted, without taking into account potential future reforms, that enrollment in Medicare Advantage (and other contracts covering Medicare Parts A and B) could reach 36 million by 2027. Although Medicare Advantage enrollment has increased significantly over the past decade, there can be no assurance that this trend will continue. Further, fluctuation in Medicare Advantage payment rates are evidenced by CMS’s annual announcement of the expected average change in revenue from the prior year: for 2020, CMS announced an average increase of 2.53% for 2021, 1.66% and for 2022, 4.08%. Uncertainty over Medicare Advantage enrolment and payment rates present a continuing risk to our business.

According to the Kaiser Family Foundation, or KFF, Medicare Advantage enrolment continues to be highly concentrated among a few payors, both nationally and in local regions. In 2021, the KFF reported that three payors together accounted for more than half of Medicare Advantage enrollment and six firms accounted for nearly 70% of covered lives. Consolidation among Medicare Advantage plans in certain regions, or the Medicare program’s failure to attract additional plans to participate in the Medicare Advantage program, could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Reductions in reimbursement rates or the scope of services rendered by Nava Medical being reimbursed could have a material, adverse effect on our financial condition and results of operations or even result in reimbursement rates that are insufficient to cover our operating expenses. Additionally, any delay or default by the government in making Medicare reimbursement payments to Nava Medical could materially and adversely affect our business, financial condition and results of operations.

We cannot predict the effect that healthcare reform and other changes in government programs may have on our business, financial condition or results of operations.

The impact of healthcare reform legislation and other changes in the healthcare industry and in healthcare spending is currently unknown, but may adversely affect our business, financial condition and results of operations. Our revenue is dependent on the healthcare industry and could be affected by changes in healthcare spending, reimbursement and policy. The healthcare industry is subject to changing political, regulatory and other influences. By way of example, the Affordable Care Act (“ACA”), which was enacted in 2010, made major changes in how healthcare is delivered and reimbursed, and it increased access to health insurance benefits to the uninsured and underinsured populations of the United States.

Since its enactment, there have been judicial, executive and Congressional challenges to certain aspects of the ACA. On June 17, 2021, the U.S. Supreme Court dismissed the most recent judicial challenge to the ACA brought by several states without specifically ruling on the constitutionality of the ACA. Prior to the Supreme Court’s decision, President Biden issued an executive order initiating a special enrollment period from February 15, 2021 through August 15, 2021 for purposes of obtaining health insurance coverage through the ACA marketplace. The executive order also instructed certain governmental agencies to review and reconsider their existing policies and rules that limit access to healthcare. It is unclear how healthcare reform measures enacted by Congress or implemented by the Biden administration or other challenges to the ACA, if any, will impact the ACA or our business.

Other legislative changes have been proposed and adopted since the ACA was enacted. These changes include aggregate reductions to Medicare payments to providers of 2% per fiscal year, which began in 2013 and will remain in effect through 2030, with the exception of a temporary suspension from May 1, 2020 through December 31, 2021, unless additional Congressional action is taken. In January 2013, the American Taxpayer Relief Act of 2012 was signed into law, which, among other things, further reduced Medicare payments to several types of providers, including hospitals, imaging centers and cancer treatment centers,

 

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and increased the statute of limitations period for the government to recover overpayments to providers from three to five years. New laws may result in additional reductions in Medicare and other healthcare funding, which may materially adversely affect consumer demand and affordability for our products and services and, accordingly, the results of our financial operations. Additional changes that may affect our business include the expansion of new programs such as Medicare payment for performance initiatives for physicians under the Medicare Access and CHIP Reauthorization Act of 2015, or MACRA, which first affected physician payment in 2019. At this time, it is unclear how the introduction of the Medicare quality payment program will impact overall physician reimbursement.

Such changes in the regulatory environment may also result in changes to our payer mix that may affect our operations and revenue. In addition, certain provisions of the ACA authorize voluntary demonstration projects, which include the development of bundling payments for acute, inpatient hospital services, physician services and post-acute services for episodes of hospital care. Further, the ACA may adversely affect payers by increasing medical costs generally, which could have an effect on the industry and potentially impact our business and revenue as payers seek to offset these increases by reducing costs in other areas.

Uncertainty regarding future amendments to the ACA as well as new legislative proposals to reform healthcare and government insurance programs, along with the trend toward managed healthcare in the United States, could result in reduced demand and prices for our services. We expect that additional state and federal healthcare reform measures will be adopted in the future, any of which could limit the amounts that federal and state governments and other third-party payers will pay for healthcare products and services, which could adversely affect our business, financial condition and results of operations.

Changes in the payor mix of clients and potential decreases in reimbursement rates as a result of consolidation among plans could adversely affect our revenues and results of operation.

The amounts Nava receives for services provided to clients are determined by a number of factors, including the payor mix of clients and the reimbursement methodologies and rates utilized by our clients’ plans.

The healthcare industry has also experienced a trend of consolidation, resulting in fewer but larger payors that have significant bargaining power, given their market share. Payments from payors are the result of negotiated rates. These rates may decline based on renegotiations and larger payors have significant bargaining power to negotiate higher discounted fee arrangements with healthcare providers.

Risks Related to Owning our Common Stock and this Offering

If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price for shares of our common stock.

Effective internal controls are necessary for us to provide reliable financial reports and to effectively prevent fraud. We maintain a system of internal control over financial reporting, which is defined as a process designed by, or under the supervision of, our principal executive officer and principal financial officer, or persons performing similar functions, and effected by the board of directors of Nava (“Board of Directors”), management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

As a public company, we will have significant additional requirements for enhanced financial reporting and internal controls. We will be required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes Oxley Act”), which requires annual management assessments of the effectiveness of our internal controls over financial reporting. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments

 

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and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company.

Prior to this Offering, we were not required to comply with SEC rules that implement Sections 302 and 404 of the Sarbanes-Oxley Act, and therefore have not been required to make a formal assessment of the effectiveness of our internal controls over financial reporting for that purpose. However, at such time as Section 302 of the Sarbanes-Oxley Act is applicable to us, which we expect to occur immediately following effectiveness of this registration statement, we will be required to evaluate our internal controls over financial reporting. Furthermore, at such time as we cease to be an “emerging growth company,” we will also be required to comply with Section 404 of the Sarbanes-Oxley Act.

We cannot assure you that we will, in the future, identify areas requiring improvement in our internal control over financial reporting. We cannot assure you that the measures we will take to remediate any areas in need of improvement will be successful or that we will implement and maintain adequate controls over our financial processes and reporting in the future as we continue our growth. If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price for shares of our common stock.

We are an “emerging growth company,” as defined in the Securities Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a non-binding stockholder advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information that they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if our total annual gross revenue are $1.07 billion or more, if we issue more than $1 billion in non-convertible debt during the previous three-year period, or if the Company qualifies as a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Financial reporting obligations of being a public company in the U.S. are expensive and time-consuming, and our management will be required to devote substantial time to compliance matters.

As a publicly traded company we will incur significant additional legal, accounting and other expenses. The obligations of being a public company in the U.S. will require significant expenditures and will place significant demands on our management and other personnel, including costs resulting from public company reporting obligations under the Exchange Act and the rules and regulations regarding corporate governance practices, including those under the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the listing requirements of the stock exchange on which our securities are listed. These rules require the establishment and maintenance of effective disclosure and financial controls and procedures, internal control over financial reporting and changes in corporate governance practices, among many other complex rules that are often difficult to implement, monitor and maintain compliance with. Moreover, despite recent reforms made possible by the JOBS Act, the reporting requirements, rules, and regulations will make some activities more time-consuming and costly, particularly after we are no longer an “emerging growth company.” In addition, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance. Our management and other personnel will need to devote a substantial amount of time to ensure that we comply with all of these

 

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requirements and to keep pace with new regulations, otherwise we may fall out of compliance and risk becoming subject to litigation or being delisted, among other potential problems.

The market price of our common stock may be volatile and, as a result, you may not be able to resell your shares at or above the price you paid for them.

The market price of our common stock may be highly volatile. Some of the factors that may materially affect the market price of our common stock are beyond our control, such as changes in financial estimates by industry and securities analysts, conditions or trends in the industry in which we operate or sales of our common stock. These factors may materially adversely affect the market price of our common stock, regardless of our performance. In addition, public stock markets have experienced extreme price and trading volume volatility. This volatility has significantly affected the market prices of securities of many companies for reasons frequently unrelated to the operating performance of the specific companies. These broad market fluctuations may adversely affect the market price of our common stock. In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources, and could also require us to make substantial payments to satisfy judgments or to settle litigation.

We may issue more shares in a future financing or pursuant to existing agreements which will result in substantial dilution.

Our Articles of Incorporation, as amended (our “Charter”) authorizes the issuance of a maximum of 100,000,000 shares of common stock. Any future merger or acquisition effected by us would result in the issuance of additional securities without stockholder approval and the substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Additionally, we expect to seek additional financing in order to provide working capital to the operating business. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock are issued in connection with and following a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be materially and adversely affected.

Our Board of Directors is authorized, without stockholder approval, to create shares of capital stock having preferences and rights that are superior to those associated with our common stock, to issue authorized shares of any class or series of capital stock, and to increase the number of shares of any authorized class or series of stock that can be issued by Nava.

Our Charter authorizes the Board of Directors, without stockholder approval, to classify and reclassify unissued shares of stock of any class or series of stock by setting, fixing, eliminating, or altering in any one or more respects the preferences, rights, voting powers, restrictions and qualifications of, dividends on, and redemption, conversion, exchange, and other rights of, such securities. This authority permits the Board of Directors to create shares of a class or series of stock having terms favorable to management or to a person or persons affiliated with or otherwise friendly to management, including with respect to, among other things, voting, dividend, liquidation, and other rights. For example, our Charter expressly subjects the voting rights of the holders of our common stock to any preferential voting rights prescribed for any class or series of stock that the Board of Directors might create in the future. In addition, the Board of Directors is empowered, without stockholder approval, to authorize the issuance of shares of any class or series of capital stock authorized by our Charter and to increase the number of shares of any such class or series of capital stock. These Charter provisions allow us to quickly and easily issue shares of our common stock or shares of another class or series of capital stock with voting or other rights that are superior to those held by holders of our common stock. Such actions could have a material and adverse effect on the rights associated with, and the market price of, our common stock. In addition, although these Charter provisions are not intended as defensive measures against takeovers, they could be used to issue securities with terms calculated to discourage, delay or prevent a change of control of Nava or make removal of management more

 

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difficult. No assurance can be given that the Board of Directors will not exercise its powers under these Charter provisions in the future.

An active trading market for our common stock may not develop, and you may not be able to sell your common stock at or above the public offering price.

Prior to the consummation of this offering, there has been no public market for our common stock. An active trading market for shares of our common stock may never develop or be sustained following this offering. If an active trading market does not develop, you may have difficulty selling your shares of common stock at an attractive price, or at all. The price for our shares in this offering will be determined by negotiations between us and the underwriters, and it may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell your common stock at or above the public offering price or at any other price or at the time that you would like to sell. An inactive market may also impair our ability to raise capital by selling our common stock, and it may impair our ability to attract and motivate our employees through equity incentive awards and our ability to acquire other companies, products or technologies by using our common stock as consideration.

The price of our common stock may fluctuate substantially.

You should consider an investment in our common stock to be risky, and you should invest in our common stock only if you can withstand a significant loss and wide fluctuations in the market value of your investment. Some factors that may cause the market price of our common stock to fluctuate, in addition to the other risks mentioned in this “Risk Factors” section and elsewhere in this prospectus, are:

•

sale of our common stock by our stockholders, executives, and directors and our stockholders whose shares are being registered in this offering;

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•

volatility and limitations in trading volumes of our shares of common stock;

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•

our ability to obtain financings;

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•

possible delays in the expected recognition of revenue due to lengthy and sometimes unpredictable sales timelines;

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•

the timing and success of introductions of new products by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, clients or strategic partners;

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•

network outages or security breaches;

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•

our ability to attract new clients;

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•

our ability to secure resources and the necessary personnel to grow on our desired schedule;

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•

failures to meet external expectations or management guidance;

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•

changes in our capital structure or dividend policy, future issuances of securities, sales of large blocks of common stock by our stockholders;

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•

our cash position;

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•

announcements and events surrounding financing efforts, including debt and equity securities;

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•

our inability to enter into new markets or develop new products;

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•

reputational issues;

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•

competition from existing technologies and products or new technologies and products that may emerge;

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•

announcements of acquisitions, partnerships, collaborations, joint ventures, new products, capital commitments, or other events by us or our competitors;

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•

changes in general economic, political and market conditions in or any of the regions in which we conduct our business;

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•

changes in industry conditions or perceptions;

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•

changes in valuations of similar companies or groups of companies;

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•

analyst research reports, recommendation and changes in recommendations, price targets, and withdrawals of coverage;

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•

departures and additions of key personnel;

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•

disputes and litigations related to intellectual properties, proprietary rights, and contractual obligations;

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•

changes in applicable laws, rules, regulations, or accounting practices and other dynamics; and

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other events or factors, many of which may be out of our control.

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In addition, if the market for stocks in our industry or industries related to our industry, or the stock market in general, experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition and results of operations. If any of the foregoing occurs, it could cause our stock price to fall and may expose us to lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management.

A sale or perceived sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

All of our executive officers and directors and all of our stockholders holding greater than 1% of our outstanding common stock have agreed not to sell shares of our common stock for a period of one (1) year following this offering, subject to extension under specified circumstances. We and the underwriters have agreed to waive the lock-up requirement for a Selling Stockholder who, after giving effect to the Corporate Conversion, will hold approximately 2% of our outstanding Common Stock. See “Underwriting.” Common stock subject to these lock-up agreements will become eligible for sale in the public market upon expiration of these lock-up agreements, subject to limitations imposed by Rule 144 under the Securities Act of 1933, as amended. If our stockholders sell substantial amounts of our common stock in the public market, the market price of our common stock could fall. Moreover, the perceived risk of this potential dilution could cause stockholders to attempt to sell their shares and investors to short our common stock. These sales also may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

Market and economic conditions may negatively impact our business, financial condition and share price.

Concerns over medical epidemics, energy costs, geopolitical issues, the U.S. mortgage market, unstable global credit markets and financial conditions, and volatile oil prices have led to periods of significant economic instability, diminished liquidity and credit availability, declines in consumer confidence and discretionary spending, diminished expectations for the global economy and expectations of slower global economic growth, increased unemployment rates, and increased credit defaults in recent years. Our general business strategy may be adversely affected by any such economic downturns (including the current downturn related to the current COVID-19 pandemic), volatile business environments and continued unstable or unpredictable economic and market conditions. If these conditions continue to deteriorate or do not improve, it may make any necessary debt or equity financing more difficult to complete, more costly, and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance, and share price and could require us to delay or abandon development or commercialization plans.

If securities or industry analysts do not publish research or reports, or publish unfavorable research or reports about our business, our stock price and trading volume may decline.

The trading market for our common stock will rely in part on the research and reports that industry or financial analysts publish about us, our business, our markets and our competitors. We do not control these analysts. If securities analysts do not cover our common stock after the closing of this offering, the lack of research coverage may adversely affect the market price of our common stock. Furthermore, if one or

 

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more of the analysts who do cover us downgrade our stock or if those analysts issue other unfavorable commentary about us or our business, our stock price would likely decline. If one or more of these analysts cease coverage of us or fails to regularly publish reports on us, we could lose visibility in the market and interest in our stock could decrease, which in turn could cause our stock price or trading volume to decline and may also impair our ability to expand our business with existing clients and attract new clients.

Because Ascend One controls a significant number of shares of our common stock, it will be able to have effective influence over the outcome of matters submitted to our stockholders for approval.

Immediately after this offering, Ascend One will beneficially own 65.2% of our then-issued and outstanding shares of common stock (assuming it does not purchase any shares in this offering). Mr. Dancel, through his ownership of Ascend One, will directly or indirectly beneficially own 66.7% of our then-issued and outstanding shares of common stock, including all shares held by Ascend One. Because of this ownership block, Ascend One will be able to effectively influence the outcome of matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation or sale of all or substantially all of our assets. Accordingly, this concentration of ownership might harm the market price of our common stock by:

•

delaying, deferring or preventing a change in corporate control; or

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discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.

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We will be a “controlled company” within the meaning of the listing rules of Nasdaq and, as a result, can rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.” If we rely on the exemptions available to a “controlled company” you will not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements.

Upon completion of this offering, our controlling stockholder, Ascend One, will control 65.2%, or a majority, of our outstanding common stock. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the Nasdaq rules. Under these rules, a listed company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that:

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a majority of the board of directors consists of independent directors,

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the nominating and corporate governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, and

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the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

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Although we do not currently intend to avail ourselves of this exemption, these requirements will not apply to us as long remain a controlled company. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

You will incur immediate dilution as a result of this offering.

If you purchase common stock in this offering, you will pay more for your shares than the net tangible book value of your shares. As a result, you will incur immediate dilution of $6.24 per share, representing the difference between the assumed public offering price of $6.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and our estimated as adjusted net tangible book value as of September 30, 2022 of $(0.24) per share. Accordingly, should we be liquidated at our book value, you would not receive the full amount of your investment.

We do not intend to pay cash dividends on our shares of common stock for the foreseeable future so any returns will be limited to the value of our shares.

We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. Any

 

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decision to declare and pay dividends in the future will be made at the discretion of our Board of Directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our Board of Directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. Any return to stockholders will therefore be limited to the increase, if any, of our share price.

We may be at risk of securities class action litigation.

We may be at risk of securities class action litigation. In the past, medical device, biotechnology and pharmaceutical companies have experienced significant stock price volatility, particularly when associated with binary events such as clinical trials and product approvals. If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business and results in a decline in the market price of our common stock.

Our Charter and our Bylaws, and Maryland law may have anti-takeover effects that could discourage, delay or prevent a change in control, which may cause our stock price to decline.

Our Charter and our bylaws, as amended (the “Bylaws”), and Maryland law could make it more difficult for a third party to acquire us, even if closing such a transaction would be beneficial to our stockholders, including:

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The Board of Directors is classified into three classes. Directors of each class serve for staggered three-year periods, and no director may be removed except for cause, and then only by the affirmative vote of two-thirds of all of the votes entitled to be cast generally in the election of directors.

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•

The Bylaws provide that vacancies on the Board of Directors may be filled by a majority of directors in office, although they might constitute less than a quorum.

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•

As discussed above in the risk factor entitled, “Our Board of Directors is authorized without stockholder approval to create shares of capital stock having preferences and rights that are superior to those associated with our common stock, to issue authorized shares of any class or series of capital stock, and to increase the number of shares of any authorized class or series of stock that can be issued by Nava”, the Board has the power to classify and reclassify unissued shares of stock of any authorized class or series of capital stock by setting, fixing, eliminating, or altering in any one or more respects the preferences, rights, voting powers, restrictions and qualifications of, dividends on, and redemption, conversion, exchange, and other rights of, such securities, and this authority could be used to authorize and issue preferred stock or any other class or series of stock with voting and other rights that are superior to our common stock.

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•

The Bylaws require any stockholder who desires to nominate a director and/or propose matters to be acted upon at stockholder meetings to abide by strict notice requirements.

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The Bylaws provide that they may be amended only by the Board of Directors, and the Board may do so without stockholder approval.

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Maryland law includes provisions that could discourage a sale or takeover of Nava. The Maryland Business Combination Act generally prohibits, subject to certain limited exceptions, corporations from being involved in any “business combination” ​(defined as a variety of transactions, including a merger, consolidation, share exchange, asset transfer or issuance or reclassification of equity securities) with any “interested shareholder” for a period of five years following the most recent date on which the interested shareholder became an interested shareholder. An interested shareholder is defined generally as a person who is the beneficial owner of 10% or more of the voting power of the outstanding voting stock of the corporation after the date on which the corporation had 100 or more beneficial owners of its stock or who is an affiliate or associate of the corporation and was the beneficial owner, directly or indirectly, of 10% percent or more of the voting power of the then outstanding stock of the corporation at any time within the two-year period immediately prior to the date in question and after the date on which the corporation had 100 or more beneficial owners of its stock. The Maryland Control Share Acquisition Act applies to acquisitions of “control shares”, which, subject to certain exceptions, are shares the acquisition of which

 

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entitle the holder, directly or indirectly, to exercise or direct the exercise of the voting power of shares of stock of the corporation in the election of directors within any of the following ranges of voting power: one-tenth or more, but less than one-third of all voting power; one-third or more, but less than a majority of all voting power or a majority or more of all voting power. Control shares have limited voting rights.

Although these provisions do not preclude a sale or takeover, they may have the effect of discouraging, delaying or deferring a sale, tender offer, or takeover attempt that a stockholder might consider in his, her or its best interest, including those attempts that might result in a premium over the market price for the common stock. Such provisions will also render the removal of the Board of Directors and of management more difficult and, therefore, may serve to perpetuate current management. These provisions could potentially adversely affect the market prices of our securities.

Our quarterly operating results and other operating metrics may fluctuate from quarter to quarter, which makes these metrics difficult to predict.

Our quarterly operating results and other operating metrics have fluctuated in the past and may continue to fluctuate from quarter to quarter. Additionally, our limited operating history makes it difficult to forecast our future results. As a result, you should not rely on our past quarterly operating results as indicators of future performance. You should take into account the risks and uncertainties frequently encountered by companies in rapidly evolving markets. Our financial condition and operating results in any given quarter can be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including:

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the continued market acceptance of, and the growth of the body contouring market;

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•

our ability to maintain and attract new clients;

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•

our development and improvement of the quality of the Nava experience, including, improving our proprietary Nava Client technology and innovating new procedures;

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•

any change in the competitive landscape of our market;

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•

pricing pressure as a result of competition or otherwise;

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•

errors in our forecasting of the demand for our services, which could lead to lower revenue or increased costs, or both;

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•

increases in marketing, sales, and other operating expenses that we may incur to grow and expand our footprint and to remain competitive;

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•

the ability to maintain and open new centers;

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•

system failures or breaches of security or privacy;

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•

adverse litigation judgments, settlements, or other litigation-related costs;

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•

changes in the legislative or regulatory environment, including with respect to healthcare regulation, privacy, consumer product safety, and advertising, or enforcement by government regulators, including fines, orders, or consent decrees;

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•

changes in our effective tax rate;

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changes in accounting standards, policies, guidance, interpretations, or principles; and

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•

changes in business or macroeconomic conditions, including lower consumer confidence, recessionary conditions, increased unemployment rates, or stagnant or declining wages.

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Any one of the factors above or the cumulative effect of some of the factors above may result in significant fluctuations in our operating results.

The variability and unpredictability of our quarterly operating results or other operating metrics could result in our failure to meet our expectations or those of analysts that cover us or investors with respect to revenue or other operating results for a particular period. If we fail to meet or exceed such expectations, the market price of our common stock could fall substantially, and we could face costly lawsuits, including securities class action suits.

 

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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. All statements other than statements of historical facts contained in this prospectus are forward-looking statements. The forward-looking statements in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. In some cases, you can identify these forward-looking statements by terms such as “anticipate,” “believe,” “continue,” “could,” “depends,” “estimate,” “expects,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of those terms or other similar expressions, although not all forward-looking statements contain those words. We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short- and long-term business operations and objectives, and financial needs. These forward-looking statements include, but are not limited to, statements concerning the following:

These forward-looking statements are subject to a few risks, uncertainties and assumptions, including those described in “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Considering these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to confirm these statements to actual results or to changes in our expectations.

You should read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

 

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INDUSTRY AND MARKET DATA

In this prospectus, we rely on and refer to information and statistics regarding our industry. This information and statistical data was obtained from sources other than us, which we have supplemented where necessary with information from publicly available sources and our own internal estimates. This data involves a number of assumptions and limitations and contains projections and estimates regarding the industries in which we operate that are subject to a high degree of uncertainty, including those discussed in “Risk Factors.” We believe these sources and estimates to be reliable, but we cannot give you any assurance that any of the projected results will occur. Further, industry and general publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

 

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USE OF PROCEEDS

We estimate that the net proceeds from our issuance and sale of our common stock in this offering will be approximately $10,050,400, based on an assumed public offering price of $6.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions, the non-accountable expense allowance equal to one percent (1%) of the gross proceeds received by us from the sale of the shares payable to the underwriters and estimated offering expenses payable by us. If the underwriters exercise their over-allotment option to purchase additional shares in full, we estimate that the net proceeds from this offering will be approximately $11,850,000.

We intend to use the net proceeds as follows: $3,000,000 to open additional locations, $500,000 to increase staffing of new locations, $500,000 to purchase additional therapy equipment, $500,000 to increase our market communication, $500,000 to further brand development, $1,000,000 to invest in Nava Client, $500,000 to expand services and $500,000 to build talent infrastructure to support our growth, with the remaining proceeds for general corporate expenses and working capital.

A $1.00 increase or decrease in the assumed public offering price of $6.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease the net proceeds from this offering by approximately $2,000,000, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus remains the same and after deducting the estimated underwriting discounts and commissions and non-accountable expense allowance payable to the underwriters.

This expected use of the net proceeds from this offering and our existing cash represents our intentions based upon our current plans, financial condition and business conditions. Our management will retain broad discretion over the allocation of the net proceeds from this offering and our existing cash.

In the ordinary course of our business, we expect to, from time to time, evaluate the acquisition of, investment in or in-license of complementary products, technologies or businesses, and we could use a portion of the net proceeds from this offering for such activities. We currently do not have any agreements, arrangements or commitments with respect to any potential acquisition, investment or license, however, we are in the early stages of discussions with potential acquisition targets.

Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments and government securities.

 

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DIVIDEND POLICY

We have never paid or declared any cash dividends on our common stock, and we do not anticipate paying any cash dividends on our common stock in the foreseeable future. We intend to retain all available funds and any future earnings to fund the development and expansion of our business. Any future determination to pay dividends will be at the discretion of our Board of Directors and will depend upon a number of factors, including our results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors our Board of Directors deems relevant.

 

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CORPORATE CONVERSION

We currently operate as a Delaware limited liability company under the name Nava Health MD, LLC. Prior to the closing of this offering, Nava Health MD, LLC will convert into a Maryland corporation pursuant to a statutory conversion, and will change its name to Nava Health MD, Inc. In order to consummate the corporate conversion, a certificate of conversion will be filed with the Secretary of State of the State of Delaware. In this prospectus, we refer to all transactions related to our conversion to a Maryland corporation as the “Corporate Conversion”.

As part of the Corporate Conversion, based on the assumed initial offering price of $6.00, which is the midpoint of the price range set forth on the cover page of this prospectus, all of our outstanding membership interests will be converted into an aggregate of 12,500,000 shares of our common stock, for the same aggregate purchase price and upon the same terms and conditions.

In connection with the Corporate Conversion, Nava Health MD, Inc. will continue to hold all property and assets of Nava Health MD, LLC and will assume all the debts and obligations of Nava Health MD, LLC. Nava Health MD, Inc. will be governed by our Charter filed with the Secretary of State of the State of Maryland (“SDAT”), as the same may be amended, restated, and supplemented from time to time, and our Bylaws, the material portions of which are described under the heading “Description of Capital Stock.” On the effective date of this initial public offering and the Corporate Conversion, Ascend One will cease to be the manager of Nava Health MD, LLC, and the directors identified in this prospectus will be elected as the initial members of Nava Health MD, Inc.’s Board of Directors, and as such are referred to throughout this prospectus as “Directors” and the officers of Nava Health MD, LLC will become the officers of Nava Health MD, Inc.

References in this prospectus to our capitalization and other matters pertaining to our equity prior to the Corporate Conversion relate to the capitalization and equity of Nava Health MD, LLC, and after the Corporate Conversion, to Nava Health MD, Inc. The financial statements included elsewhere in this prospectus are those of Nava Health MD, LLC. We expect that the Corporate Conversion will not have a material effect on our financial statements.

The purpose of the Corporate Conversion is to reorganize our structure so that the entity that is offering our common stock to the public in this offering is a Maryland corporation rather than a Delaware limited liability company, and so that our existing investors will own our common stock rather than equity interests in a limited liability company.

 

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2022, as follows:

•

on an actual basis.

​

•

on a pro forma basis to give effect to the Corporate Conversion and the Debt Conversion, based on the assumed initial public offering price of $6.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus; and

​

•

on a pro forma as adjusted basis to give further effect to our issuance and sale of 2,000,000 shares of our common stock in this offering at an assumed initial public offering price of $6.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us and therefore providing net proceeds of approximately $10,050,400 million.

​

The pro forma as adjusted information below is illustrative only, and our capitalization following the closing of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this information in conjunction with our financial statements and the related notes included elsewhere in this prospectus and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Corporate Conversion” sections and other financial information contained in this prospectus.

(1)

In connection with the Corporate Conversion, all membership interests will be reduced to zero to reflect the elimination of all outstanding units and other interests in Nava Health MD, LLC and corresponding adjustments will be reflected as common stock and additional paid-in capital. The pro forma and pro forma as adjusted information is illustrative only.

​

(2)

Each $1.00 increase (decrease) in the assumed initial public offering price of $6.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, total equity and total capitalization by $2,000,000 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of

​

 

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0.1 million shares in the number of shares offered by us at the assumed initial public offering price per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, total equity and total capitalization by approximately $10,050,400 million.

The number of shares of common stock on a pro forma and pro forma as adjusted basis set forth in the table above is based on 12,500,000 shares of our common stock outstanding as of September 30, 2022 after giving effect to (i) the Corporate Conversion to occur immediately prior to the effective date of this offering and (ii) the issuance of 449,094 shares of common stock issuable upon conversion of convertible and other indebtedness immediately prior to the effective date of this offering assuming an initial public offering price of $6.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus (the “Debt Conversion”) and excludes as of such date:

•

2,000,000 shares of common stock reserved for future grants pursuant to our 2022 Equity Incentive Plan (subject to increase under the 2022 Equity Plan to the number of shares of common stock equal to 13% of the total number of shares of common stock outstanding on the last day of the immediately preceding fiscal year).

​

•

300,000 shares of common stock issuable upon exercise of warrants to be issued to the underwriters as part of this offering at an exercise price of $7.80 per common share (130% of the assumed public offering price of $6.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus).

​

Except as otherwise indicated herein, all information in this prospectus assumes or gives effect to:

•

449,094 shares of common stock issuable upon conversion of our convertible notes in an aggregate principal amount of $1,257,463.

​

•

The retroactive effect of the conversion of our former limited liability company to a corporation, to be effected on consummation of the offering.

​

•

No exercise by the underwriters of their option to purchase an additional 300,000 shares of common stock.

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DILUTION

If you invest in our common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the assumed initial public offering price of $6.00 per share (the mid-point of the range appearing on the front cover of this prospectus) and the pro forma as adjusted net tangible book value per share of our common stock immediately upon the consummation of this offering. Pro forma net tangible book value per share represents the book value of our tangible assets less the book value of our total liabilities divided by the number of shares of common stock then issued and outstanding after giving effect to the Corporate Conversion and the Debt Conversion.

After giving effect to the Corporate Conversion and the Debt Conversion, as of September 30, 2022, we had a pro forma historical net tangible book value of ($2,993,662), or $(0.24) per share of common stock, based on 12,500,000 shares of common stock deemed outstanding pro forma as of September 30, 2022.

After giving effect to the issuance and sale of 2,000,000 shares of our common stock in this offering at an assumed public offering price of $6.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions, the non-accountable expense allowance payable to the underwriters, and estimated offering costs payable by us, our pro forma as adjusted net tangible book value as of September 30, 2022 would have been $7,056,126, or $0.56 per share. This represents an immediate increase in pro forma as adjusted net tangible book value per share of $0.80 to existing stockholders and immediate dilution of $5.44 in pro forma as adjusted net tangible book value per share to new investors purchasing common stock in this offering. Dilution per share to new investors is determined by subtracting pro forma as adjusted net tangible book value per share after this offering from the assumed public offering price per share paid by new investors. The following table illustrates this dilution on a per share basis:

The dilution information discussed above is illustrative only and will change based on the actual public offering price and other terms of this offering determined at pricing. A $1.00 increase in the assumed public offering price of $6.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase our pro forma net tangible book value after this offering by approximately $0.96 per share and the dilution to new investors purchasing common stock in this offering by approximately $6.28 per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discount and commissions and the non-accountable expense allowance payable to the underwriters. A $1.00 decrease in the assumed public offering price of $6.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would decrease our pro forma net tangible book value after this offering by approximately $0.64 per share and the dilution to new investors purchasing common stock in this offering by approximately $4.60 per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discount and commissions and the non-accountable expense allowance payable to the underwriters.

An increase of 500,000 shares in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase our pro forma net tangible book value after this offering by approximately $1.04 per share and decrease the dilution to new investors purchasing common stock in this offering by approximately $5.20 per share, assuming no change in the assumed public offering price per share and after deducting estimated underwriting discounts and commissions and the non-accountable expense allowance payable to the underwriters. A decrease of 500,000 shares in the number of shares offered by us, as set forth on the cover page of this prospectus, would decrease our pro forma net tangible book value after this offering by approximately $0.56 per share and increase the dilution to new investors purchasing

 

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common stock in this offering by approximately $5.68 per share, assuming no change in the assumed public offering price per share and after deducting estimated underwriting discounts and commissions and the non-accountable expense allowance payable to the underwriters.

If the underwriters exercise their option to purchase additional shares in full, the as adjusted net tangible book value per share after giving effect to the offering would be $0.71 per share. This represents an increase in as adjusted net tangible book value of $0.95 per share to existing stockholders and dilution in as adjusted net tangible book value of $5.29 per share to new investors.

The following table sets forth as of September 30, 2022, on a pro forma combined basis to reflect the Corporate Conversion and the Debt Conversion, the number of shares of common stock, the total price and average price per share paid to us by our existing holders and the new investors, before deducting estimated offering expenses payable by us, using the assumed public offering price of $6.00 per share (the mid-point of the range appearing on the front cover of this prospectus).

The number of shares of common stock outstanding after this offering excludes:

•

2,000,000 shares of common stock reserved for future grants pursuant to our 2022 Equity Incentive Plan (subject to increase under the 2022 Equity Plan to the number of shares of common stock equal to 13% of the total number of shares of common stock outstanding on the last day of the immediately preceding fiscal year).

​

•

150,000 shares of common stock issuable upon exercise of warrants to be issued to the underwriters as part of this offering at an exercise price of $7.80 per common share (130% of the assumed public offering price of $6.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus).

​

Except as otherwise indicated herein, all information in this prospectus assumes or gives effect to:

•

449,094 shares of common stock issuable upon conversion of our convertible notes in an aggregate principal amount of $1,257,463.

​

•

The retroactive effect of the conversion of our former limited liability company to a corporation, to be effected on consummation of the offering.

​

•

No exercise by the underwriters of their option to purchase an additional 300,000 shares of common stock.

​

To the extent that stock options are exercised, or we issue additional shares of common stock in the future, there will be further dilution to investors participating in this offering. In addition, if we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

 

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

This management’s discussion and analysis of the financial condition and results of operations of Nava Health MD, LLC and its subsidiaries (“Nava”, “Nava Health”, the “Company”, “us”, “our” or “we”) should be read together with our financial statements and related notes and other financial information appearing elsewhere in this prospectus. This discussion and analysis contains forward-looking statements that involve risk, uncertainties and assumptions. See the section entitled “Cautionary Note Regarding Forward-Looking Statements” in this prospectus. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of many factors, including those discussed in “Risk Factors” and elsewhere in this prospectus. Actual future results could differ materially from those discussed below for many reasons, including those set forth under the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” section and elsewhere in this prospectus.

Overview

Corporate Structure and the Reorganization

Corporate Structure Prior to the Reorganization

Our business is currently conducted through Nava and Nava Medical, which operates our medical centers. Nava was formed on June 7, 2013 and was initially wholly owned by Ascend One. From June 2013 to July 2021 additional individual investors were accepted as Class A Members and Class B Members of Nava. Ascend One remains the majority owner of the equity interests of Nava and has no other material assets.

Reorganization and Corporate Structure After Reorganization and Offering

Immediately prior to the closing of the offering to which this Registration Statement relates, Nava will convert into a Maryland corporation pursuant to a statutory conversion and change its name to Nava Health MD, Inc. as described in the section “Corporate Conversion” of the accompanying prospectus. As a result of the Corporate Conversion, all holders of membership interests of Nava Health MD, LLC will become holders of shares of common stock of Nava Health MD, Inc. Ascend One will remain a majority stockholder of Nava following the Corporate Conversion.

References in the accompanying prospectus to our capitalization and other matters pertaining to our common equity relate to the capitalization and common equity of Nava Health MD, Inc. after giving effect to the Corporate Conversion. However, the Financial Statements and summary historical financial data included in the accompanying prospectus are those of Nava Health MD, LLC and do not give effect to the Corporate Conversion.

Key Factors Affecting Our Performance

Our results of operations and financial condition have been, and will continue to be, affected by a number of factors, including the following:

Our Ability to Attract New Clients

The decision to utilize our facilities is driven by client demand, which may be influenced by a number of factors, such as:

•

general consumer confidence, which may be impacted by economic and political conditions;

​

•

individual levels of disposable income to pay for our procedures and services;

​

•

the success of our sales and marketing programs;

​

•

the perceived advantages or disadvantages of the Nava Method compared to other products and treatments;

​

 

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•

the extent to which our capabilities satisfy client expectations;

​

•

our ability to properly train our medical staff in the protocols developed by Nave Health; and

​

•

procedures such that our clients do not experience excessive discomfort or adverse side effects.

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Our Ability to Successfully Expand our Footprint

Our growth strategy depends, in large part, on growing and expanding our operations, both in existing and new geographic regions, particularly in densely populated and affluent metropolitan and suburban regions and operating our new centers successfully.

Our ability to successfully open and operate new centers depends on many factors, including, among others, our ability to:

•

address regulatory, competitive, marketing and other challenges encountered in connection with expansion into new markets;

​

•

hire, train and retain Medical Doctors, Nurse Practitioners and other personnel;

​

•

maintain adequate information systems and other operational system capabilities;

​

•

successfully integrate new centers into our existing management structure and operations, including information system integration;

​

•

negotiate acceptable lease terms at suitable locations;

​

•

source sufficient levels of medical supplies at acceptable costs;

​

•

obtain and maintain necessary permits and licenses;

​

•

construct and open our centers on a timely basis;

​

•

generate sufficient levels of cash or obtain financing on acceptable terms to support our expansion;

​

•

achieve and maintain brand awareness in new and existing markets; and

​

•

identify and satisfy the needs and preferences of our clients.

​

Our failure to effectively address challenges such as these could adversely affect our ability to successfully open and operate new centers in a timely and cost-effective manner.

In addition, there can be no assurance that newly opened centers will achieve net sales or profitability levels comparable to those of our existing centers in the time periods estimated by us, or at all.

Impact of COVID-19

The COVID-19 global pandemic made 2020 a challenging year for businesses and significantly affected the United States economy and financial markets. We took immediate action to protect the health and safety of our doctors, our employees and our clients including the implementation of protocols dictated by state and local guidelines and instituting strict health and safety practices. As a result of federal, state, and local guidelines, we started moving all non-contact appointments to our virtual telehealth platform. By March 31, 2020, we terminated all non-essential employees in center treatments and procedures. We began reopening our facilities for all services and treatments beginning May 4, 2020. We continued to experience lower volumes throughout May and most of June 2020. As a result, client volumes and revenue across most of our centers were significantly impacted in the second quarter of 2020. We applied for and Received Paycheck Protection Plan loans and the COVID-19 SBA Economic Injury Disaster Loan which, along with cash from operations, helped us maintain cash liquidity during the COVID-19 pandemic. Our client volumes and revenue improved in the second half of 2020 as states began to re-open and allow for non-essential treatments and procedures. We were able to mitigate the impact of COVID-19 as much of our service delivery is virtual in nature. We were providing telehealth appointments at a rate of 65% for all appointments that could be provided virtually prior to COVID-19. Prescriptions and nutrition supplements were already shipped directly to homes of our clients. Through the first 9 months of 2022, we have not experienced a negative impact at our centers; however, we continue to monitor the current COVID-19 situation in each location and will react accordingly should events require us to do so.

 

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Our Operating Structure

Nava manages the non-clinical aspects for Nava Medical through a MSA. The MSA provides for the administration of the non-clinical aspects of the medical operations and include, but are not limited to, financial, administrative, technical, marketing and personnel services. Nava does not practice medicine. Nava Medical is owned by Dr. C. Douglas Lord, a licensed physician, and is responsible for all clinical aspects of the medical operations that take place in each of our centers.

Our consolidated financial statements present the results of operations and financial position of Nava and Nava Medical, which manages the clinics under the MSA.

Even though Nava does not have voting control over Nava Medical, we have a long-term and unilateral controlling financial interest over such assets and operations under the MSA. As a result, the accounting principles generally accepted in the United States of America (GAAP) require us to consolidate the results into our financial statements. All of our revenue is earned from services provided by Nava Medical. See “— Critical Accounting Policies and Estimates-Principles of Consolidation.”

Components of Results of Operations

Revenue

Our revenue is generated from services performed for our clients as well as products sold. We accept client self-payments and, where applicable, payments from our insurance contracts with the U.S. federal government or payor organizations. We have contracts with Medicare, CareFirst Blue Cross Blue Shield, United Health Care, Cigna and Aetna. We began accepting insurance payments in September 2021. Our policy is to require payment in full at the time of service for our self-paying clients. Revenue is recognized immediately. Self-payments made in advance of a service performed are booked as a deferred revenue liability and are recognized as actual revenue as a percentage of completion when the service or services are performed. Estimated revenue is recognized for clients using insurance at the time of service.

Cost of Service (excluding depreciation and amortization)

Cost of service is comprised of all direct services and product costs related to the delivery of procedures, including but not limited to compensation to our physicians and clinical staff and medical supply costs.

Operating Expense

Marketing and Advertising

Our marketing and advertising include both national and site-based advertising used to generate greater awareness and engagement among our current and potential clients. Our marketing and advertising expenses include social media, digital marketing and traditional advertising. Also included are salary costs for employees engaged in marketing, sales and the call center, facility rent expense and uniform laundry services.

We generally expect our marketing and advertising costs to increase as we continue to grow our brand and expand our national footprint. We evaluate our marketing and advertising expenses as compared to growth in our sales volume and will invest accordingly to the extent we believe we can increase our growth without materially negatively impacting our margins.

General and Administrative

General and administrative expenses include employee-related expenses, including salaries and related costs (excluding physician and clinical cost included in cost of service), unit-based compensation, technology, operations, finance, legal, corporate office rent and human resources. We expect our general and administrative expenses to increase over time following the closing of this offering due to the additional legal, accounting, insurance, investor relations and other costs that we will incur as a public company. We

 

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also expect increases from other costs associated with continuing to grow our business. As we continue to expand the number of centers, we anticipate general and administrative expenses to decrease as a percentage of revenue over time.

Interest Expense

Interest expense consists of interest costs on our outstanding debt.

Results of Operations

Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021.

The following tables summarize certain results from the Statements of Operations for each of the periods indicated and the changes between periods. The tables also show the percentage relationship to revenue for the periods indicated:

Revenue —  Revenue for nine months ended September 30, 2022, was $9.4 million, as compared to the same period in 2021, $4.9 million. Our revenue increased by $4.5 million, or 94%. This was due to an increase in client appointments for the nine months ended September 30, 2022, of 45,168 as compared to the same period, 2021, 31,733, or 42%. Revenue per appointment increased from $165 in 2021 to $219 in 2022, or, 33%.

Cost of Services — Our cost of services for the nine months ended September 30, 2022 increased $1.7 million, or 70%, compared to the nine months ended September 30, 2021. This is directly attributable to the increase in our client appointments.

Selling, General and Administrative Expenses — Selling, general and administrative expenses increased $2.9 million, or 117%, for the nine months ended September 30, 2022, compared to the same period in 2021. This increase is related to additional expenses incurred for marketing and overall headcount support as we grow our center count through de novo expansion and providing support for our centers.

Selling, general and administrative expenses as a percentage of revenue was 57% and 51% for the nine months ended September 30, 2022, and 2021 respectively. The increase was due to additional marketing expenses and overall headcount growth. We expect this percentage to decrease over time as we expand our national footprint and gain efficiencies of scale.

Depreciation and Amortization — Depreciation and amortization increased to approximately $88,000 for the nine months ended September 30, 2022, compared to $16,000 for the same period in 2021. This increase is due primarily to new medical equipment purchases.

Interest Expense, net — Interest expense increased to $100,000 from $44,000 for the nine months ended September 30, 2022 and 2021, respectively. The increase is the result of new medical equipment purchases through financing as well as the accrual of interest owed to convertible note holders.

 

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Pro Forma Income Tax Expense — The Company will undergo a corporate reorganization during 2022 where Nava Health MD, LLC will convert into a Maryland corporation. As a result, we would be subject to taxation as a C-corporation. Our effective tax rate is 27.5% for the nine months ended September 30, 2022.

Comparatively, no tax was incurred for the nine months ended September 30, 2021, as the income tax expense is passed through to the members of the limited liability company.

Fiscal Year Ended December 31, 2021 Compared to Fiscal Year Ended December 31, 2020.

The following tables summarize certain results from the Statements of Operations for each of the periods indicated and the percentage relationship to revenue for the periods indicated:

Revenue — Our revenue for the twelve months ended December 31, 2021 was $6.7 million, as compared to $4.8 million in the same period in fiscal year 2020. This is an increase of $1.8 million, or 37%. This was due to an increase of 41.4% in client appointments for the twelve months ended December 31, 2021, with client appointments totaling 43,861 in fiscal year 2021, as compared to 31,021 client appointments for the same period in fiscal year 2020. The reopening of our physical locations post COVID-19 shutdowns and capacity expansion with increased business hours at existing locations contributed to the increased volume of client appointments. Beginning in March 2020, our financial results were negatively impacted by the COVID-19 pandemic. As a result of federal, state, and local guidelines, we canceled or postponed most procedures scheduled at our facilities through the second quarter of 2020. As a result, client appointment volumes and revenue across our centers were significantly impacted in the second quarter of 2020.

Cost of Services — Our cost of services increased $1.1 million, or 49%, compared to 2020. The increase is due to significant revenue growth as well as strategic headcount planning as we continue to expand in locations and business hours.

Selling, General and Administrative Expenses — Selling, general and administrative expenses increased $1.4 million, or 41%, compared to 2020. This increase is related to additional expenses we incurred for marketing and corporate headcount support as we grow our center count through de novo expansion and providing support for our centers.

Selling, general and administrative expenses as a percentage of revenue was 70% and 68% for the 2021 and 2020, respectively. The increase is related to strategic hiring to allow for capacity growth and service expansion as well as increased marketing efforts to increase brand awareness and drive revenue.

Depreciation and Amortization — Depreciation and amortization increased to approximately $51,000 for 2021 compared to $25,000 for 2020. This increase is primarily the result of new equipment purchases as we increase capacity and services offered.

 

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Interest Expense — Interest expense decreased to $79,000 from $102,000 for the fiscal year ended December 31, 2021, and 2020, respectively. This decrease is primarily the result of a one-time reconciliation adjustment in fiscal year 2020 due to an error in the initial interest calculation for various loans.

Pro Forma Income Tax Expense — The Company will undergo a corporate reorganization during 2022 where Nava Health MD, LLC will convert into a new C corporation. As a result, we would be subject to taxation as a C corporation. Our effective tax rate is 27.5% for 2021. Comparatively, 2020 income tax would be passed through to the members of the limited liability company.

Liquidity and Capital Resources

We currently rely on cash flows from operations as our primary source of liquidity. Our primary cash needs are for payroll, marketing and advertisements, rent, capital expenditures associated with de novo locations, as well as information technology and infrastructure, including our corporate office. We believe that cash expected to be generated from operations will be sufficient for our working capital requirements and liquidity obligations, for at least the next 12 months.

As of September 30, 2022, we had $738,639 in cash and cash equivalents, as compared to $331,131 in cash and cash equivalents for the same period, 2021. This increase was primarily due to an increase in client appointments resulting in an increase of gross profit dollars. As of December 31, 2021, we had $476,242 in cash and cash equivalents, compared to $55,865 in cash and cash equivalents as of December 31, 2020. This increase was primarily due to an increase in client appointments resulting in an increase of gross profit dollars.

We did not have any letters of credit outstanding as of September 30, 2022, September 30, 2021, December 31, 2021 or as of December 31, 2020.

We spent approximately $1.0 million in capital assets related to opening one de novo center during 2022. We expect to primarily fund our capital needs by using cash currently on hand, with proceeds from this Offering and/or a credit facility.

The following table summarizes the net cash provided by (used for) operating activities, investing activities and financing activities for the periods indicated:

Operating Activities

Our operating cash flow is made up of both self-pay clients as well as insurance reimbursements for all services. Self-payments and most patient responsibility for insurance claims are received from the client at the time of service. Most insurance claims are collected within 90 days from date of claim submission. At December 31, 2021, we had negative working capital of negative $721,873 compared to negative $2.33 million at December 31, 2020.

The primary source of our operating cash flow is the collection of self-pay client payments received prior to, or at the time of performing healthcare treatments. For the year ended December 31, 2021, our operating cash flow decreased by $1.16 million compared to the same period in 2020. This decrease is related to additional expenses we incurred for marketing and corporate headcount support as we grow our center count through de novo expansion and providing support for our centers. For the period ended September 30, 2022, our operating cash flow decreased by $212,000 compared to the same period ending September 30,

 

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2021. This decrease is related to additional expenses we incurred for marketing and corporate headcount support as we grow our center count through de novo expansion and providing support for our current centers.

Investing Activities

There were no investing activities in fiscal years ending December 31, 2021 or December 31, 2020. Investing activities as of September 30, 2022 included $18,000 for the purchase of software and $198,000 for leasehold improvements to our new Ashburn facility.

Financing Activities

Net cash received in financing activities during the year ended December 31, 2020 was $350,000.

Net cash received in financing activities for the year ended December 31, 2021 was $1.92 million.

This increase is due to the Economic Disaster Injury Loan given to Nava Health in the amount of $2 million in 2021.

Net cash received in financing activities during the period ended September 30, 2022 was $962,000. Net cash received in financing activities for period ended September 30, 2021 was $546,000. This increase is due mostly to $1,175,000 in convertible notes from investors.

Total Liabilities

The carrying value of our total indebtedness was $5.39 and $4.75 million, as of December 31, 2021, and December 31, 2020, respectively. This increase was due to new loans acquired for the purchase of medical equipment. The carrying value of our total indebtedness was $8.59 and $5.39 million as of September 30, 2022, and December 31, 2021, respectively. This increase was due to new loans acquired for the purchase of medical equipment, the new convertible notes from investors and an increase in accounts payable as cost of services increased and an increase in accrued wages as we strategically grew headcount to accommodate client appointment growth.

Loans

On December 9, 2021, Nava Medical entered into our Economic Disaster Injury Loan (the “Disaster Loan”) with the Small Business Administration. Under the terms of the loan agreement, we obtained $2 million. Principal payments on the loan will commence on December 9, 2023 and are paid monthly with a maturity date on December 9, 2053, when all remaining unpaid principal shall be due. The loan is presented as long-term debt.

Under the Disaster Loan, we are obligated to make interest payments on the nineth day of each month. As of December 31, 2021, there was $2 million outstanding. There was $2 million outstanding as of September 30, 2022.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements as of December 31, 2021. We do not have any off-balance sheet arrangements for the nine months ended September 30, 2022.

Seasonality

Our business experiences limited seasonality.

JOBS Act Accounting Election

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have elected to avail ourselves of this exemption from new or revised

 

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accounting standards and, therefore, will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of our consolidated financial statements and related disclosures requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue, costs and expenses and the disclosure of contingent assets and liabilities, if applicable, in our consolidated financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions. While our significant accounting policies are described in greater detail in Note 1 — “Organization and Summary of Key Accounting Policies,” to our consolidated financial statements included elsewhere in this prospectus, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our consolidated financial statements. In addition, refer to Note 1 — “Organization and Summary of Key Accounting Policies,” in our consolidated financial statements for a summary of recent and pending accounting standards.

Revenue Recognition

We have adopted ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, we perform the following five steps:

i.

Identify the contract(s) with a customer;

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ii.

Identify the performance obligations in the contract;

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iii.

Determine the transaction price;

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iv.

Allocate the transaction price to the performance obligations in the contract; and

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v.

Recognize revenue as the entity satisfies a performance obligation.

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Our revenue consists primarily of revenue earned for the services provided by the Company. A performance obligation is a promise in a contract to transfer a distinct good or service to the client and is the unit of account for revenue recognition. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Our performance obligations are medical consultations, diagnostic testing and treatments. We also sell various retail products.

 

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Service revenue for self-pay clients is recognized at the time of service. Payment is received at the time of service.

An estimated revenue for clients using insurance is recognized at the time of service. Most insurance claim payments are collected within 90 days from the date of claim submission. Revenue for service packages purchases in advance is recognized as a percentage of completion when a service in that package is performed.

Principles of Consolidation

Our consolidated financial statements present the financial position and results of operations of the Company and affiliated Nava Medical which we manage, have a controlling financial interest in with the power to direct the non-clinical activities of Nava Medical that most significantly impact its economic performance and are considered variable interest entities in which we are the primary beneficiary.

All intercompany accounts and transactions have been eliminated in consolidation.

Variable Interest Entities

Some states have laws that prohibit business entities with non-physician owners from practicing medicine, which are generally referred to as the corporate practice of medicine. States that have corporate practice of medicine laws require only physicians to practice medicine, exercise control over medical decisions or engage in certain arrangements with other physicians, such as fee-splitting. Therefore, we mainly operate by maintaining an MSA with Nava Medical, which is owned, directly or indirectly, and operated by a licensed physician, and which contracts with individual physicians to provide medical services. Under the MSA, we provide and perform non-medical Management Services for which we are paid a management fee by Nava Medical. See “Business — Physician Practice Structure — Management Services Agreement.”

The physicians contracted by Nava Medical are exclusively in control of, and responsible for, all aspects of the practice of medicine. Dr. Lord is also party to a membership transfer restriction agreement (the “Membership Transfer Restriction Agreement”), which (i) prohibits the Dr. Lord from freely transferring or selling his interests in Nava Medical, (ii) provides for the ability to add a second physician equity holder to help ensure continuity of Nava Medical, and (iii) provides for the automatic transfer of ownership upon the occurrence of certain events. See “Business — Physician Practice Structure — Membership Transfer Restriction Agreements.”

In accordance with relevant accounting guidance, Nava Medical is determined to be a variable interest entity. Nava has the ability, through the Management Services and Membership Transfer Restriction Agreement to direct the activities (excluding clinical decisions) that most significantly affect Nava Medical’s economic performance. Accordingly, we are the primary beneficiary of Nava Medical, and, in accordance with accounting principles generally accepted in the United States of America (US GAAP), we consolidate Nava Medical into our financial statements. All management fee revenue and related expenses are eliminated in consolidation, and all of the revenue reflected in our financial statements is revenue from services provided by Nava Medical to clients.

Intangible Assets

Intangible assets consists of software purchases and updates as well as the licensing of software. The assets are recognized on the balance sheet at historical cost.

Quantitative and Qualitative Disclosure About Market Risk

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of exposure due to potential changes in inflation or interest rates. We do not hold financial instruments for trading purposes.

Controls and Procedures

Historically, as a privately held company, we have maintained internal controls over financial reporting. However, these internal controls have not been subject to the testing required under the standards of publicly

 

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traded companies by Section 404 of Sarbanes-Oxley. We are not currently required to comply with SEC rules that implement Sections 302 and 404 of the Sarbanes-Oxley Act and are therefore not required to make a formal assessment of the effectiveness of our internal controls over financial reporting for that purpose. However, at such time as Section 302 of the Sarbanes-Oxley Act is applicable to us, we will be required to evaluate our internal controls over financial reporting.

Limitations on the Effectiveness of Controls

Our management, including the Chief Executive Officer and the Chief Financial Officer, recognizes that any set of controls and procedures, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, with Nava have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of controls. For these reasons, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Interest Rate Risk

Our primary market risk exposure is changing interest rates. Interest rate risk is highly sensitive due to many factors, including United States monetary and tax policies, United States and international economic factors and other factors beyond our control.

Inflation Risk

Based on our analysis of the periods presented, we believe that inflation has not had a material effect on our operating results. There can be no assurance that future inflation will not have an adverse impact on our operating results and financial condition

 

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BUSINESS

Our Company

Nava is a vertically integrated, tech-enabled healthcare practice that provides traditional, functional, holistic, and regenerative medicine services to our clients through an integrative healthcare model. Our innovative medical practice uses a data-driven, personalized approach to medicine to optimize health and increase longevity. We provide each client with an individualized wellness roadmap, tailored to their specific symptoms, medical needs, and personal goals. Each client’s CVP is developed as part of our proprietary diagnostic process, the “Nava Method”. We believe Nava’s proprietary diagnostic process, including Nava Client, enables our practitioners to deliver a broad spectrum of products and services to accomplish the wellness needs of our clients.

Our mission is to help each of our clients “feel their best”. We take an integrative approach to health optimization and longevity by providing comprehensive wellness treatment plans, services, and products to our clients. We partner with clients looking to proactively manage and restore their health and focus on comprehensively improving how they feel. Nava’s approach to integrative wellness combines conventional and natural treatments and services, with modality experts working together as a team to help prevent and treat disease. We believe that by offering innovative approaches that do not only treat the symptoms but that encompass the root causes of illness, we can not only treat chronic disease but help to prevent disease progression, increase longevity and improve quality of life.

Nava has built a business that prioritizes client outcomes, on a platform that was designed for national scalability.

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Proprietary Algorithms:   Data-driven protocols create system-generated CVPs that we believe deliver consistent and effective client outcomes.

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•

Multi-Touch Experience:   The Nava experience is designed for maximum client touchpoints across the platform, ensuring clients develop relationships with the full Nava team beyond a specific healthcare provider, which we believe improves client retention and drives more successful health outcomes for our clients.

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Innovative Platform:   Nava’s system is innovative and adaptive, ensuring that the latest products, services, and treatments are made available in response to clients’ most required needs.

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Data-Driven Economics:   We believe Nava’s utilization of multiple sources of data ensures an optimal return on investment for our clients, resulting in superior unit — and client — economics.

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Full Vertical Integration:   Nava’s platform is fully integrated and includes an in-house diagnostic laboratory, board-certified physicians, acupuncturists, massage therapists, life coaches, IV micronutrient therapy, hyperbaric oxygen therapy, aesthetics services, and nutrition supplements, which are available at our on-premises locations and through our website.

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Advanced Diagnostics

Nava works to make innovative diagnostic tools available to clients, when searching for the root cause of client health issues. Our advanced diagnostic testing can include, but is not limited to, the following:

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Comprehensive Wellness Diagnostic

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Food Allergy, Food Sensitivity, Inhalant

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Adrenal Function Profile

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Brain Chemistry Profile

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Comprehensive Risk Profile

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GI-Mapping (Stool Analysis)

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Organic Acids Profile

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Micronutrient Profile

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Complete Thyroid Panel

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Integrative Wellness Check Up (semi-annual checkup or ongoing monitoring while on treatment protocol)

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Heavy Metal Testing

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Allergy Scratch Testing

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EEG Neuro Scanner

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Ultrasound

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•

Sibo Breath Testing

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Market Trends

We believe Nava has positioned itself to capitalize on the rapidly increasing needs of Americans to deal with a variety of health issues that traditional healthcare systems have long undervalued or ignored. HSA/FSA plans are growing in popularity as consumers take control of their healthcare spending and are more discerning of where they spend. McKinsey & Company found that today’s consumer views wellness across six dimensions: better health, better fitness, better nutrition, better appearance, better sleep and better mindfulness — all of which are areas that Nava can and does address. According to McKinsey & Company, beauty, personal care and healthy eating are considered key sectors of the global wellness industry and Nava continues to tailor its messaging and marketing objectives to address these sectors.

Because, as McKinsey and Company found, consumers care deeply about wellness, we believe consumers will begin to concentrate on preventive & integrative medicine. The global market for preventive healthcare, including technologies and services, is predicted to reach $287 billion by 2027, expanding at a CAGR of 9.7% over the forecast period, driven by government initiatives and support, coupled with growing public awareness of preventative healthcare (iHealthcareAnalyst, Inc, 2022).

According to the 2018 National Health Interview Survey:

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60% of all adults in the US have at least one chronic illness.

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70% of all deaths in the US are attributed to chronic illness.

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Further, an article titled “Inflammation: The Common Pathway of Stress-Related Diseases” by YZ Liu, YX Wang and CL Jiang, concluded that 75-90% of chronic illness is caused by inflammation and an article titled “Prevention of Chronic Disease by Means of Diet and Lifestyle Changes” by WC Willett, JP Koplan, R Nugent, et al. stated that 80% of all chronic illness can be prevented. Chronic diseases also cost more for patients, with the National Center for Chronic Disease Prevention and Health Promotion finding in a 2015 study titled “Costs of Chronic Diseases at the State Level: The Chronic Disease Cost Calculator” that patients with multiple chronic diseases incurred medical costs of approximately $38,000 as opposed to patients without chronic diseases who incurred medical costs of approximately $2,000. The Centers for Medicare and Medicaid reported that the cost of managing these conditions takes up 75% of $4.1 trillion national healthcare expenditures. The Centers for Medicare and Medicaid estimates this to grow to $6.8 trillion by 2028.

With the rising prevalence of lifestyle-related diseases and other chronic diseases and the availability of innovative diagnostic devices capable of early detection, we expect Nava’s services and products to continue growing organically.

 

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Value Propositions

 

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How the Nava Method Works

Nava is built on a series of connected proprietary processes, technology, and methodology. “The Nava Method” is a unique three-step process utilized for every client that includes the following steps:

(1)

conducting a comprehensive client assessment, which includes extensive diagnostic testing, a proprietary health assessment, a review of medical history and defining client goals;

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(2)

using our proprietary software, “Nava Client”, to aggregate and analyze client health data; and

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(3)

developing a CVP for each client.

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From this process, each client is provided with a personalized roadmap to wellness, including recommended Nava therapies, services, and nutraceuticals. Generally, CVP’s focus on how individual clients can be successful addressing “The Nava 5”, which we believe is foundational to achieving wellness.

The Nava 5 describes the five pillars of Nava’s protocols that we feel are the key principles of health and are foundational to achieving wellness: (i) hormone balance and sexual health, (ii) stress management and life balance, (iii) restorative sleep, (iv) inflammation control and (v) healthy weight and digestion. These five areas represent some of the most common complaints and are symptoms that are often associated with non-communicable diseases (NCDs) which include chronic conditions like diabetes, cardiovascular diseases, and chronic respiratory conditions.

The Nava 5 correlates to the leading symptoms associated with chronic illness as reported by our clients. These symptoms include:

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Hormone Imbalance/ Issues

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Menopause/ Andropause Symptoms

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Night Sweats/ Hot Flashes

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Decreased Muscle Mass

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Chronic Fatigue/ Low Energy

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Weight Gain/ Obesity

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Sleep Issues/ Insomnia

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Digestive Issues

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Brain Function/ Memory and Focus Issues

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Chronic Pain

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Low Libido/ Sex Drive

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Anxiety/ Mood/ Stress/ Depression

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We deliver a wide variety of products and services to our clients, striving to uncover the root causes of a client’s healthcare issues and meet their individual wellness goals for longevity. The Nava array of therapies, services, and products align to the rise in chronic illness. The Nava 5, directly addresses the more common symptoms that stem from chronic illnesses.

We believe that The Nava 5 align with emerging market trends, effectively positioning Nava as a root cause preventative and integrative healthcare provider. According to market analysis reports, each market is anticipating significant expansion over the next decade or more based on the below described projected CAGR.

1.

Hormone Balance and Sexual Health

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a.

The U.S. sexual wellness market size value in 2022 was $11 billion, with a revenue forecast of $19.9 billion in 2030 (Grand View Research).

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b.

The U.S. sexual wellness market size is expected to expand at a CAGR of 7.67% from 2022 to 2030 (Grand View Research).

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c.

The global hormone replacement therapy market size was valued at $21.25 billion in 2022 and is projected to grow at a CAGR of 6.4% in the 2022-2030 period (Grand View Research).

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2.

Stress Management and Life Balance

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a.

The global stress management treatments market is expected to grow from a $17.2 million market in 2019 to a $20.6 billion by 2024 (BCC Research).

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b.

The global stress management market is projected to grow at a CAGR of 3.7% during the forecast period of 2019-2024 (BCC Research).

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3.

Restorative Sleep

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a.

The sleep disorder market size exceeded $13.3 billion in 2020 and is estimated to grow at a CAGR of 6.6% for the period of 2021-2027 (Global Market Insights).

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4.

Chronic Disease Management

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a.

The global market for chronic disease management therapeutics and device technologies is expected to grow from $391.8 billion in 2021 to $553.0 billion by 2026 (BCC Research).

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b.

Global chronic disease management market size is projected to grow at 7.1% CAGR for the period of 2021-2026 (BCC Research).

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c.

The global autoimmune disease therapeutics market was valued at $109.833 billion in 2017 and is projected to reach $153.320 billion by 2025 (Allied Market Research)

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d.

The global autoimmune disease therapeutics market is expected to grow at a CAGR of 4.2% from 2018 to 2025 (Allied Market Research).

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5.

Healthy Weight and Digestion

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a.

The global weight management market size was valued at $142.6 billion in 2022 and is projected to grow at a CAGR of 9.7%. for the period of 2022- 2030 (Grand View Research).

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b.

The global gastrointestinal therapeutics market size was valued at $51.9 billion in 2016 and is slated to expand at a CAGR of 6.6% over the forecast period of 2018-2025 (Grand View Research).

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Step 1: Comprehensive Client Assessment

Our clients’ Nava experience begins with a comprehensive evaluation. We start with the Advanced Wellness Assessment, a 30-minute appointment with a Nava medical practitioner. During the assessment, clients answer a series of proprietary questions developed by Nava which helps us understand the client’s lifestyle and wellness goals. During this assessment, the client also provides samples for diagnostic testing, as described below, and our medical practitioners review and discuss the client’s medical history. This information is unique for every individual client and is crucial to getting an accurate conception of our client’s individual needs. By pinpointing symptoms and areas where a client desires improvement, our team can help guide our clients’ goals of achieving better overall health.

We then perform diagnostic testing, which measures up to 390 biochemical markers and is designed to help identify the root cause of symptoms and conditions our clients may be experiencing. These comprehensive panels test for advanced sex hormones, fertility and the full function of the client’s reproductive health, sugar (glucose) levels, kidney function, liver function, vital minerals, vitamins, complete blood count, tumor markers, imbalances and deficiencies, signs of inflammation, food sensitivities and advanced thyroid levels, which can impact a client’s weight, energy levels, and cognitive function.

Step 2: Nava Client

Nava Client, our proprietary software that underlies The Nava Method and is used to create each client’s CVP, was developed by a team of medical practitioners and software engineers to improve diagnostic

 

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efficiency. Nava Client helps deliver personalized, data-based medical and chronic disease prevention and treatment plans to our clients. For example, the aggregation and analysis of comprehensive medical data, including data from our extensive diagnostic testing, the client’s medical history, practitioner knowledge and the latest modality studies, performed by Nava Client will highlight critical health data signals for our medical practitioners to address. This allows our health practitioners to evaluate and recommend optimal treatment protocols for each client in their CVP and provides continuity in care across health practitioners and services within Nava. Nava Client allows us to be methodical and consistent in evaluating and treating clients, giving insight into understanding quality of care, improving treatment methods, and tracking client results, which we believe ultimately yields better results for our clients.

Step 3: Custom Vitality Plan

Following the diagnostic testing, our clients attend a Comprehensive Wellness Diagnostic, a one-hour appointment with a Nava medical practitioner where our clients discuss their lab work results and our recommendations contained in the CVP. This visit has two key components, the root cause review and the CVP review. During the root cause review, our clients obtain a full picture of their current health status based on their Advanced Wellness Assessment and diagnostic testing. During this review, our medical practitioners discuss the leading cause(s) of the client’s symptom(s) and help connect the client’s symptoms with underlying imbalances and deficiencies as seen in the diagnostic testing results that may be triggering those conditions. During the CVP review, our medical practitioners discuss and answer questions regarding the client’s individualized evidence-based treatment plan, which addresses the client’s specific symptoms, medical needs, and personal goals. In this meeting, Nava medical practitioners work with our clients to further tailor the CVP to ensure the treatment plan is sustainable for the client.

 

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Membership Model

Nava operates primarily through a membership model, where after clients receive their CVP, they are required to join our membership in order to continue to receive our services. To become a member, our clients pay an annual concierge fee and a monthly membership fee. Nava clients may cancel their membership at any time. We also provide Nava clients with the flexibility to upgrade or downgrade their membership as needed.

Currently, Nava offers two membership tiers, the “Nava Medical Tier” and the “Nava Preferred Tier”. The Nava Medical Tier includes access to our therapy services, access to our medical services, discounts on services, treatments and therapies, and access to Nava Live, our virtual medical center. The Nava Preferred Tier includes a waiver of the annual concierge fee, access to our therapy services, access to our medical services, discounts on all services, treatments and therapies, access to NavaLive, an additional 10% discount on all nutraceuticals and supplements, free shipping for all nutraceuticals, double rewards for client referrals and two $89.00 wellness credits each month that may be applied toward all services, treatments, packages, co-pay, co-insurance, and deductibles.

Growth Drivers

Marketing:   We believe Nava new client acquisition will be achieved by expanding marketing. We plan to expand our marketing efforts by extending the geographical bounds of our marketing past the areas surrounding our current centers using our existing online channel and telehealth platforms, utilizing third-party marketing partners, and extending our target demographics to those younger than 40 and older than 60. We also plan to improve our database marketing efforts, increase pay-for-performance digital efforts, highlight new product innovations and raise our brand awareness throughout the United States through referral incentive programs, organic and paid social media advertising and other paid digital marketing tactics that support efficient down funnel direct response efforts.

Expectations of fully digitized, convenient and efficient healthcare experiences:   According to a study conducted by Deloitte on the future of healthcare, medical providers that prioritize digital adoption and put their consumers at the center of their efforts will be well positioned for the future. We believe that Nava’s client focused process, CVP and use of advanced technology can position Nava at the forefront of the demand for digital and convenient, client-centric wellness services.

Growing social acceptance and understanding of preventative and holistic medicine:   We believe there is a movement toward preventative health in the United States, with increasingly more consumers seeking ways to preserve and protect their health in addition to treating symptoms. Interest in complementary and alternative medicine (“CAM”) is rising in the United States, as evidence by a 2020 study by the National

 

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Institute of Health which found that 62.5% of people under age 40 with breast cancer were using some form of CAM and a 2017 National Health Interview Survey which reported an uptick in U.S. adults using yoga, meditation, and chiropractors over five years. We believe that Nava’s integrated protocols offer clients an accessible entry point to try CAM and positions us to tap into this demand trend, offering integrative solutions that blend traditional medicine with complementary, holistic therapies.

Consumer demand trends:   Current consumer demand trends are forcing material shifts in healthcare such as the demand for convenient, affordable, and personalized care options. Out of pocket healthcare costs continue to rise for consumers. With increasing financial accountability, consumers are taking a more proactive stance on their quality of care. The increasing expectations of consumers will help us determine how to expand the treatment options available to our clients.

Rise in chronic illness:   The American Hospital Association has noted that an increasing number of Americans are coping with chronic health conditions, with an estimated 133 million Americans suffering from at least one chronic illness, a figure that is 15 million higher than just a decade ago, and by 2030, this number is expected to reach 170 million. According to the National Association of Chronic Disease Directors, “[h]ealthcare costs for people with a chronic condition average $6,032 annually — five times higher than those without such a condition”. Due to the increased cost to chronic disease patients, we believe these patients are looking for better and more effective ways to spend their healthcare dollars, including alternatives that prevent illness and treat illness at their root cause. We expect that the rise in chronic illness will increase consumer demand for the alternative or additive medical solutions that Nava offers.

Key demographic growth:   Americans aged 57 – 75 are expected to strain existing medical resources in the United States. While this generation continues to retire in record numbers, we anticipate that the demand for increased access to healthcare and innovative healthcare options will grow. We believe Nava is well-positioned to help address the medical needs of this demographic. Based on a US News Market Insights report, this demographic, also referred to as “baby boomers”, holds 70% of the disposable income in the United States, making them a target prospect for Nava services.

Competition

The wellness market is dynamic from a competitive perspective. It is characterized by rapid and substantial technological development and product innovations. Many of our competitors are large, experienced companies that have substantially more resources and brand recognition than we do. Some of these competitors offer similar services (including competitors who may charge less for such services than we do) and others provide alternative services that are less expensive than our procedures. Competing in the wellness market could result in price-cutting, reduced profit margins, and limited market share, which would harm our business, financial condition, and the results of operations.

Competitive Strengths

We believe that Nava is poised to take advantage of gaps in traditional healthcare, offering personalized plans that address existing conditions while creating plans to preserve and protect overall health. The Boomer effect is an opportunity that Nava is prepared to capitalize on, with the rise in chronic health conditions overwhelmingly impacting baby boomers.

Nava Health attributes its success to the following strengths:

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Functional Medicine Experts:   Our physicians, acupuncturists, massage therapists, nutritional counselors, and others are highly trained experts in their respective fields and are committed to working together as a team of providers to make functional medicine more accessible to our clients. Nava practitioners work with each other and our clients to simplify the intricacies of complex CVPs that require a variety of treatments, appointments and care from multiple practitioners. This in turn builds relationships between our clients and their practitioners, and trust between our clients and the Nava brand. We believe this helps to insulate Nava from client attrition related to a single practitioner and allows Nava to offer functional solutions to clients’ overall health concerns.

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Vertically Integrated Approach:   Nava clients benefit from our services, which integrate conventional medical and holistic methodologies, therapies, and the expertise of functional experts, all being

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housed under one roof. Our unique approach provides clients with a single resource to address a multitude of aspects of wellness, building deeper relationships between our clients and healthcare providers and between our clients and Nava, saving client’s time, and increasing client utilization and the long-term value of each client. Many of our diagnostics and treatment protocols are also virtually available, which we believe increases our client’s ability to conveniently access Nava as their primary resource to address all aspects of wellness. Telemedicine enables Nava to extend our reach beyond our brick-and-mortar location service areas and aligns us with growing consumer preference for digital engagement and virtual-care.

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Operational Efficiencies and Value Generation:   We believe medical practices in conventional healthcare are operationally inefficient. Because insurance providers are driving the bulk of the marketing for new patients, patient experience is not traditionally a priority. Nava addresses these gaps in the traditional healthcare space by focusing on operational efficiencies, including (i) responsible appointment scheduling with no extended wait times due to our integrative model creating an agnostic relationship between client and practitioner and (ii) prioritizing the client experience, from easy online scheduling to creating a spa-like atmosphere in all of our locations and performing in-house lab work. We approach every aspect of the business, from client experience to purchasing critical equipment, with a view to long-term profitability and growth and creating sustainable value generation.

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Data-Driven Functional Medicine:   Nava leads with data. We aggregate signal data using a comprehensive panel of diagnostic tests, including serological, stool and urine tests, as well as proprietary health assessment, client medical history, and personal goals to fuel our wellness assessment and the subsequent CVP. These data inputs inform our team of functional medical experts to detect and diagnose root cause issues, transcending the treatment of symptoms alone. Because Nava’s approach to functional medicine is data-led, we can deliver integrated insights efficiently and accurately to our clients through an optimized CVP

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Proprietary Fueled Protocols:   Nava Client, our proprietary machine-learning tool, fuels each client’s CVP. Nava Client incorporates diagnostic client data, client medical history, practitioner knowledge, modality study intelligence, and actual client outcomes to formulate an optimal treatment plan for each client. We believe using Nava Client helps minimize human bias and error and ensures that each client’s treatment is customized based on their diagnostic profile. Nava Client also continually learns with the input of new data, such as updated lab work and client-reported progress, and adjusts the CVP based on this input, which we believe spurs innovative treatment solutions for our clients and reinforces the integrative model for each CVP.

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Membership Model:   Currently, Nava offers two membership tiers, the “Nava Medical Tier” and the “Nava Preferred Tier”. The Nava Medical Tier includes access to our therapy services, access to our medical services, discounts on services, treatments and therapies, and access to Nava Live, our virtual medical center. The Nava Preferred Tier includes a waiver of the annual concierge fee, access to our therapy services, access to our medical services, discounts on all services, treatments and therapies, access to NavaLive, an additional 10% discount on all nutraceuticals and supplements, free shipping for all nutraceuticals, double rewards for client referrals and two $89.00 wellness credits each month that may be applied toward all services, treatments, packages, co-pay, co-insurance, and deductibles.

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Indigenous CLIA Lab Services:   Nava’s integrated lab services drive revenue for the Company while ensuring optimal results for clients.

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Integrated Retail:   The Company’s branded products and premium-grade nutraceuticals drive additional high-margin revenue.

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Hybrid Insurance Model:   We accept insurance and cash depending on the treatment/therapy.

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Growth Strategies

Nava’s growth strategy is consistent with our cultural growth mindset. We plan to expand geographically, technologically, and therapeutically.

We anticipate focusing on geographic expansion through both developing new Nava centers and acquiring complementary practices or business lines. Our acquisition strategy is centered on acquiring wellness centers

 

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in geographic locations where Nava currently has no footprint or has a virtual footprint with capabilities that are highly scalable and that are complementary to our business model, as well as acquiring lines of business that can be easily integrated into the Nava model, for example, lab facilities or labs with additional testing capabilities.

Our centers are approximately 4,000 square feet each and are typically open five to six days per week from 9 am to 5 pm. Certain centers may operate outside of typical hours to accommodate client schedules. Our centers are typically staffed by health coaches, administrative staff, registered nurses, nurse practitioners, physician’s assistants, physicians, nutritionists, massage therapists, acupuncturists, and medical technicians.

We use a disciplined approach when opening de novo centers and conduct extensive diligence of potential markets through social research and economic analysis of each market. Our target markets include affluent metropolitan and suburban areas with populations exceeding two million people. We conduct in-person site visits to proposed center locations.

Key Requirements:

Staffing and Training

Each location requires approximately 5 full-time Nava employees: a single physician, two registered nurses, plus two front desk/operational staff members. The remainder of the Nava personnel, including acupuncturists and massage therapist, are variable, part-time employees. All new personnel will be trained together at the Columbia location and virtually. Training typically takes between 4 – 8 weeks, with ongoing education continuing throughout employment, depending on the position of the personnel.

Nava is, at its core, a health IT company.   Growth through continued technological innovation and adoption of synergistic technology is fundamental to our growth strategy, including improving Nava Client, continually evaluating diagnostic testing advances and developing synergistic technologies. This includes mobile applications and the continued expansion of Nava telehealth capabilities and the utilization of Nava centers as a force multiplier, designed to drive clients in the regions surrounding each center to the broader platform, rather than to a specific center.

Integrated Telehealth

Since early 2018, Management has viewed Nava’s telehealth platform as a key driver of the Company’s growth plan, both in terms of maximizing its client reach and in optimally leveraging the Company’s resources to drive profitability.

While Nava’s locations act as regional hubs designed to maximize client comfort and access, Nava’s virtual capabilities are the driver behind Nava’s reach and flexibility. Because of its heightened flexibility, our telehealth platform enables us to leverage our most in-demand health practitioners efficiently while ensuring that each location’s physical locations are fully monetized. In addition to our telehealth services, our full line of premium grade nutraceuticals and supplements are also available through our website. As the COVID-19 pandemic has proven, the flexibility of tele-medicine is an immeasurably valuable tool in modern healthcare.

We continually evaluate new and innovative treatments and therapies to identify complementary services and products that align with staffing objectives and associated protocols. We currently expect that

 

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our strategic addition of services to include acquiring equipment to execute new therapies, executing training on new services and treatments, adding retail products to support client protocols and meet changing client demand and expanding service offerings.

Expansion of therapeutic services, treatments, and products.

Nava remains committed to evolving our protocols with new therapeutic support options, innovative and complementary services, and products. Examples of expansion include new aesthetics equipment and treatments, remote monitoring technology, more diagnostic testing and new nutraceuticals. New treatments are determined based on client demand, efficacy, cost effectiveness and scalability.

Practice Structure

Due to the prevalence of the corporate practice of medicine doctrine, including in the states where we conduct our business, our affiliated physicians and other licensed practitioners are organized in traditional physician practice group structures.

In accordance with applicable state laws, our physicians have exclusive control and responsibility for all clinical decision-making and the provision of medical care to clients. Nava Medical is set up as a legal entity, separate from Nava, organized in accordance with applicable state laws regarding the types of entities that may operate a physician practice group. Nava Medical is owned by a licensed, qualified physician. Our structure enables more effective and efficient sharing of results among our licensed practitioners.

Nava Medical contracts with physicians and other healthcare providers to provide wellness services to its clients. Each such physician and other practitioner must hold an active license to practice medicine in the state where they provide services. As part of the MSA (as described below) Nava is generally responsible for billing clients for services rendered by Nava Medical’s physicians and other practitioners. Subject to applicable state laws governing enforceability of restrictive covenants relating to physicians, our physicians contracted by Nava Medical have agreed not to compete during the applicable contracted period and have agreed not to use or disclose our proprietary information, even after the terms of their respective engagements.

Management Services Agreements

We have entered into the MSA with Nava Medical, under which Nava provides Nava Medical with exclusive, administrative, management and other business support services, including, but not limited to, billing and collection, accounting, legal, human resources, information technology, compliance and recruiting assistance (the “Management Services”). Nava Medical retains exclusive control and responsibility for all clinical aspects of the practice of medicine and the delivery of medical services and for contracting with all physicians and other licensed professionals providing medical and healthcare services to clients through Nava Medical. The MSA is long-term in nature, with an initial term of five years that automatically renews for successive five year terms unless either party provides notice not to renew before the end of the then-current term, subject only to a right of termination in the case of uncured material breach. Under the terms of the MSA, and subject to state laws and other regulations governing professional fee-splitting, Nava is paid a monthly fee equal to fifty percent (50%) of Nava Medical’s net revenue for the applicable month. For purposes of this calculation, “net revenue” for any month means the aggregate revenues of Nava Medical minus the reserve (an amount determined by the parties from time to time to account for write-offs, operational needs, and similar expenses), generated from provision of services to clients, the sale by Nava Medical of prescription drugs and any other income generated by Nava Medical as a result of professional services and products to clients. In addition, Nava Medical has also agreed to reimburse us for certain expenses at cost-plus ten percent (10%) to cover pass-through expenses.

Membership Transfer Restriction Agreement

Dr. Lord is the sole director, officer, and owner of Nava Medical. We have entered into a Membership Transfer Restriction Agreement with Dr. Lord which (i) prohibits Dr. Lord from freely transferring or selling his interests in Nava Medical, (ii) provides for the ability to add a second physician owner to help ensure continuity of the Nava Medical, and (iii) provides that the ownership interests of the physician owners will

 

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automatically be transferred to another licensed professional designated by us in accordance with the terms of the Membership Transfer Restriction Agreement upon the occurrence of certain events, which include, but is not limited to, the physician owner’s death, the physician owner is determined to be incompetent or permanently disabled, the physician owner’s license to practice medicine being revoked or terminated, the physician owner becomes excluded from any federal health care program, the physician owner is convicted of any felony, the physician owner is no longer qualified to be an owner of Nava Medical, the physician owner attempts to transfer any membership interest of Nava Medical, the physician owner ceases to be to be an independent contractor or employee of Nava and the physician owner’s notice of their desire to no longer be a member of Nava Medical.

Governmental Regulation

Our business and the healthcare industry generally are highly regulated. While we believe that we have structured our agreements and operations in material compliance with applicable healthcare laws and regulations, there can be no assurance that we will be able to successfully address changes in the current regulatory environment or changes in interpretation of existing laws and regulations. We believe that our business operations materially comply with applicable healthcare laws and regulations. However, some of the healthcare laws and regulations applicable to us are subject to limited or evolving interpretations, and a review of our business or operations by a court, law enforcement or a regulatory authority might result in a determination that could have a material adverse effect on us. Furthermore, the healthcare laws and regulations applicable to us may be amended or interpreted in a manner that could have a material adverse effect on our business, prospects, results of operations and financial condition.

Licensing, Medical Practice, Certification

The practice of medicine is subject to various federal, state and local certification and licensing laws, regulations, approvals and standards, relating to, among other things, the interactions with patients, the appropriateness of medical care (including the provision of remote care and consultations), equipment, personnel, operating policies and procedures, and prerequisites for prescribing medication, ordering tests and performing other professional services.

Physicians and other licensed professionals who provide healthcare services to patients must hold a valid license to practice medicine or otherwise be certified or qualified to provide the licensed professional service in the state in which the patient is located. Failure to comply with these laws and regulations could result in licensure actions against the professionals, rendered services being found to be non-reimbursable, or prior payments being subject to recoupments and can give rise to civil, criminal or administrative penalties. Our centers are operated as physician office-based practices, which generally rely on the licenses of the physicians performing medical services through Nava Medical at our locations, as well as other permits and licenses including Clinical Laboratory Improvement Amendments (“CLIA”) certifications, medical waste permits, and local operating permits. Our ability to operate profitably will depend in part upon our centers, Nava Medical and their physicians obtaining and maintaining all necessary licenses and other approvals and operating in compliance with applicable healthcare regulations. Failure to do so could have a material adverse effect on our business.

Our centers are subject to other federal, state and local laws dealing with issues such as occupational safety, employment, medical leave, insurance regulations, civil rights, discrimination, building codes and other environmental issues. Federal, state and local governments are expanding the regulatory requirements on businesses like ours. The imposition of these regulatory requirements may have the effect of increasing operating costs and reducing the profitability of our operations.

State Corporate Practice of Medicine and Fee-Splitting Laws

Many of the states in which we operate or may in the future operate, prohibit entities owned by non-physicians from practicing medicine; or prohibit nonphysicians from exercising control over physicians, employing physicians, or otherwise interfering with the independent professional judgment of physicians or other licensed professionals. This prohibition on the corporate practice of medicine, is intended to prevent unlicensed persons from interfering with the practice of medicine by licensed physicians or interfering in any way with the independent professional judgment of physicians as it pertains to patient treatment and

 

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related clinical matters. Activities other than those directly related to the delivery of healthcare may be considered an element of the practice of medicine in many states. In certain states where we currently, or in the future, may operate, the corporate practice of medicine doctrine and other licensed professions restrictions may be implicated by decisions and activities such as contracting, setting rates and the hiring and management of clinical or licensed personnel. Many states also have regulations that prevent professional fee-splitting, which is the unlawful sharing of professional fees with unlicensed persons or entities owned by unlicensed persons, often in connection with referrals or other business generated by such persons. Corporate practice of medicine and fee splitting laws and rules vary from state to state and are not always consistent. In addition, these requirements are subject to broad interpretation and enforcement by state regulators. Thus, regulatory authorities or other persons, including Nava Medical’s contracted physicians or our competitors, may assert that, notwithstanding the careful structuring of our management arrangements, that we are engaged in the corporate practice of medicine or that the fees earned by us under our contractual arrangements with Nava Medical constitute unlawful fee splitting. In such event, failure to comply could lead to adverse judicial or administrative action against us and/or our practitioners, civil, criminal or administrative penalties, receipt of cease and desist orders from state regulators, loss of provider licenses, the need to make changes to the terms of engagement with Nava Medical (or their terms of engagement with their contracted physicians), in each case that interfere with our business, our profitability and may have other materially adverse consequences.

Healthcare Fraud and Abuse Laws

We are subject to a number of federal and state healthcare regulatory laws that restrict certain business practices in the healthcare industry. These laws include, but are not limited to, federal and state anti-kickback, false claims, self-referral and other healthcare fraud and abuse laws.

The federal Anti-Kickback Statute, or AKS, prohibits, among other things, knowingly and willfully offering, paying, soliciting or receiving remuneration, directly or indirectly, in cash or kind, to induce or reward either the referral of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made under federal and state healthcare programs such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation. The AKS includes statutory exceptions and regulatory safe harbors that protect certain arrangements. Failure to meet the requirements of the safe harbor, however, does not render an arrangement illegal. Rather, the government may evaluate such arrangements on a case-by-case basis, taking into account all facts and circumstances, including the parties’ intent and the arrangement’s potential for abuse, and may be subject to greater scrutiny by enforcement agencies.

The Stark Law prohibits a physician who has a financial relationship, or who has an immediate family member who has a financial relationship, with entities providing designated health services, (“DHS”), from referring Medicare and Medicaid patients to such entities for the furnishing of DHS, unless an exception applies. The Stark Law also prohibits the entity from billing for any such prohibited referral. Unlike the AKS, the Stark Law is violated if the financial arrangement does not meet an applicable exception, regardless of any intent by the parties to induce or reward referrals or the reasons for the financial relationship and the referral.

The FCA prohibits a person from knowingly presenting, or caused to be presented, a false or fraudulent request for payment from the federal government, or from making a false statement or using a false record to have a claim approved. The FCA further provides that a lawsuit thereunder may be initiated in the name of the United States by an individual, a “whistleblower,” who is an original source of the allegations. Moreover, the government may assert that a claim including items and services resulting from a violation of the AKS or the Stark Law constitutes a false or fraudulent claim for purposes of the civil False Claims Act. Penalties for a violation of the FCA include fines for each false claim, plus up to three times the amount of damages caused by each false claim.

Further, the Civil Monetary Penalties Statute authorizes the imposition of civil monetary penalties, assessments and exclusion against an individual or entity based on a variety of prohibited conduct, including, but not limited to offering remuneration to a federal healthcare program beneficiary that the individual or entity knows or should know is likely to influence the beneficiary to order or receive healthcare items or services from a particular provider.

 

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HIPAA also established federal criminal statutes that prohibit, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private third-party payors, and knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. Similar to the AKS, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation.

Several states in which we operate have also adopted similar fraud and abuse laws as described above. The scope of these laws and the interpretations of them vary from state to state and are enforced by state courts and regulatory authorities, each with broad discretion. Some state fraud and abuse laws apply to items or services reimbursed by any payor, including patients and commercial insurers, not just those reimbursed by a federally funded healthcare program, including California’s anti-kickback statutes and the Physician Ownership and Referral Act of 1993.

Violation of any of these laws or any other governmental regulations that apply may result in significant penalties, including, without limitation, administrative civil and criminal penalties, damages, disgorgement, fines, additional reporting requirements and compliance oversight obligations, contractual damages, the curtailment or restructuring of operations, exclusion from participation in governmental healthcare programs and/ or imprisonment.

Healthcare Reform

In the United States, there have been, and we expect there will continue to be, a number of legislative and regulatory changes to the healthcare system, many of which are intended to contain or reduce healthcare costs. By way of example, in the United States, the ACA substantially changed the way healthcare is financed by both governmental and private insurers. Since its enactment, there have been judicial, executive and Congressional challenges to certain aspects of the ACA. On June 17, 2021, the U.S. Supreme Court dismissed the most recent judicial challenge to the ACA without specifically ruling on the constitutionality of the ACA. Prior to the Supreme Court’s decision, President Biden issued an executive order initiating a special enrollment period from February 15, 2021 through August 15, 2021 for purposes of obtaining health insurance coverage through the ACA marketplace. The executive order also instructed certain governmental agencies to review and reconsider their existing policies and rules that limit access to healthcare. It is unclear how other healthcare reform measures of the Biden administration or other efforts, if any, to challenge, repeal or replace the ACA will impact the ACA or our business.

In addition, other legislative changes have been proposed and adopted since the ACA was enacted. These changes included aggregate reductions to Medicare payments to providers of 2% per fiscal year, which went into effect on April 1, 2013 and, due to subsequent legislative amendments to the statute, will remain in effect through 2030, unless additional Congressional action is taken. In addition, on January 2, 2013, the American Taxpayer Relief Act of 2012 was signed into law, which, among other things, reduced Medicare payments to several providers, including hospitals, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years.

CMS, through the Centers for Medicare and Medicaid Innovation, or CMMI, has implemented or has announced plans to implement numerous demonstration models designed to test value-based reimbursement models. There likely will continue to be regulatory proposals directed at containing or lowering the cost of healthcare. The implementation of cost containment measures or other healthcare reforms may prevent us from being able to generate revenue or attain growth, any of which could have a material impact on our business.

Further, healthcare providers and industry participants are also subject to a growing number of requirements intended to promote the interoperability and exchange of patient health information. For example, on April 5, 2021, healthcare providers and certain other entities became subject to information blocking restrictions pursuant to the Cures Act that prohibit practices that are likely to interfere with the access, exchange or use of EHI, except as required by law or specified by HHS as a reasonable and necessary activity. Violations may result in penalties or other disincentives. It is unclear at this time what the costs of compliance with the new rules will be, and what additional risks there may be to our business.

 

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Privacy and Security

Numerous state, federal and foreign laws, including consumer protection laws and regulations, govern the collection, dissemination, use, access to, confidentiality and security of personal information, including health-related information. In the United States, numerous federal and state laws and regulations, including data breach notification laws, health information privacy and security laws, including HIPAA, and federal and state consumer protection laws and regulations (e.g., Section 5 of the FTC Act), that govern the collection, use, disclosure, and protection of health-related and other personal information could apply to our operations or the operations of Nava Medical. For example, HIPAA imposes obligations on “covered entities,” including certain healthcare providers, health plans, and healthcare clearinghouses, and their respective “business associates” that create, receive, maintain or transmit PHI for or on behalf of a covered entity, as well as their covered subcontractors with respect to safeguarding the privacy, security and transmission of protected health information, or PHI. Entities that are found to be in violation of HIPAA, whether as the result of a breach of unsecured PHI, a complaint about privacy practices, or an audit by the HHS may be subject to significant civil, criminal, and administrative fines and penalties and/or additional reporting and oversight obligations if required to enter into a resolution agreement and corrective action plan with HHS to settle allegations of HIPAA non-compliance. Further, state attorneys general may bring civil actions seeking either injunction or damages in response to violations of the HIPAA privacy and security regulations that threaten the privacy of state residents. There can be no assurance that we will not be the subject of an investigation (arising out of a reportable breach incident, audit or otherwise) alleging non-compliance with HIPAA in our use or disclosure of PHI.

Even when HIPAA does not apply, according to the FTC, violating consumers’ privacy rights or failing to take appropriate steps to keep consumers’ personal information secure may constitute unfair acts or practices in or affecting commerce in violation of Section 5(a) of the FTC Act. The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities.

In addition, certain state laws govern the privacy and security of personal information, including health-related information in certain circumstances, some of which are more stringent than HIPAA and many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts. Failure to comply with these laws, where applicable, can result in the imposition of significant civil and/or criminal penalties and private litigation. Privacy and security laws, regulations, and other obligations are constantly evolving, may conflict with each other to complicate compliance efforts, and can result in investigations, proceedings, or actions that lead to significant civil and/or criminal penalties and restrictions on data processing.

Legal Proceedings

During the ordinary course of business, we have become and may in the future become subject to pending and threatened legal actions and proceedings, including with respect to the quality of our services. All of the current legal actions and proceedings that we are a party to are of an ordinary or routine nature incidental to our operations, the resolution of which should not have a material adverse effect on our financial condition, results of operations or cash flows. These claims, to the extent they exceed our insurance deductibles, are covered by insurance, but there can be no assurance that our insurance coverage will be adequate to cover any such liability.

Employees

As of July 31, 2022, we employed approximately 70 full-time employees and approximately 20 part-time employees.

A number of our employees work on flexible schedules rather than full-time, which increases our staffing efficiency. As a result, these employees also do not participate in our benefits structure, which we believe reduces the relative cost of our benefits plans to us. None of our employees is represented by a collective bargaining agreement.

 

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Properties

Our corporate headquarters is located in Columbia, Maryland, where, pursuant to the MSA, we occupy approximately 16,206 square feet under a lease held by Ascend One that expires on April 30, 2023. We use this location primarily for sales and marketing, information technology, social media content management, supply chain and logistics, finance and human resources, centralized operational functions and strategic planning.

In addition to our corporate headquarters, as of the date of this prospectus, we operate four centers from which we offer our wellness services. Our centers are located in Columbia, Maryland, where we occupy approximately 3,739 square feet under a lease that expires on December 31, 2022, Bethesda, Maryland, where we occupy approximately 4,198 square feet under a lease that expires on June 30, 2025, Fairfax, Virginia, where we occupy approximately 2,680 square feet under a lease that expires August 31, 2029 and Ashburn, Virginia, where we occupy approximately 3,200 square feet under a lease that expires September 14, 2032.

We intend to procure additional space as we hire additional employees and expand geographically. We believe that our facilities are adequate to meet our needs for the immediate future and that suitable additional space will be available to accommodate any expansion of our operations as needed.

 

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MANAGEMENT

The following table sets forth the name, age (as of the date of this prospectus) and position of individuals serving as our directors and executive officers upon the consummation of this offering. The following also includes certain information regarding our directors’ and officers’ individual experience, qualifications, attributes and skills, and brief statements of those aspects of our directors’ backgrounds that led us to conclude that they should serve as directors.

Executive Officers

Bernaldo Dancel is our founder and President, and has served as Chief Executive Officer since 2014. Concurrent with this Offering, Mr. Dancel is expected to be appointed to our Board of Directors. Mr. Dancel has over 20 years of experience founding and running companies. Prior to founding Nava, Mr. Dancel founded Ascend One Corporation in 1998. Through Ascend One, Mr. Dancel founded Amerix Corporation, a data services agency, in 1998, which was sold in 2013. During this time, Ascend One also founded CareOne Services, Inc., a national for-profit credit counseling company, in 2001, which was sold in 2014. In conjunction with CareOne Services, Inc., Ascend One founded 3C Incorporated, a company that sold leads generated by CareOne Services, Inc., in 2001, which he sold in 2019. In 1992, Mr. Dancel founded Genius Credit Management, a non-profit credit counseling agency. Mr. Dancel served as president and chief executive officer of Genius Credit Management from 1992 to 1998. Mr. Dancel served in the United States Air Force and received a certificate of completion from the U.S. Air Force Accounting and Finance School.

We believe Mr. Dancel’s industry knowledge as well as his leadership experience, make him an appropriate member of our Board of Directors.

Dr. Douglas Lord has served as our Chief Medical Officer since 2014. Concurrent with this Offering, Dr. Lord is expected to be appointed to our Board of Directors. Dr. Lord is also the owner of Nava Medical. Dr. Lord graduated from Loma Linda University Medical School and completed his residency program at George Washington University. He brings over 40 years-experience practicing obstetrics and gynecology, having been in private practice at Women First OB/GYN Associates from 1970-2013. Over the course of his career, Dr. Lord has developed the reputation as a highly respected practitioner and an expert in cutting-edge surgical techniques. Dr. Lord also trained at the American Academy of Anti-Aging and Regenerative Medicine and went on to study integrative medicine at the Sajune Institute of Regenerative and Restorative Medicine, bringing valuable integrative medicine expertise to Nava.

We believe Dr. Lord’s knowledge of both traditional medicine and integrative medicine, along with his institutional knowledge of Nava, make him an appropriate member of our Board of Directors.

Chien-Chien Jacques is our Treasurer and Secretary and has served as our Chief Financial Officer since May 2022. Prior to joining Nava, Ms. Jacques was the Vice President of Finance and Accounting at Vigene Biosciences, Inc, a gene therapy Contract Manufacturing Development Organization. Ms. Jacques started at Vigene in June 2019 and created the start-up’s first official accounting department and oversaw all of the

 

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financial aspects of Vigene’s purchase by Charles River Labs, Inc in June of 2021. An actively licensed CPA with a Masters Degree in Accounting and Financial Management from the University of Maryland, Ms. Jacques has held lead accounting roles for the last 10 years.

Hyun Soo Park has served as our Chief Information Officer since June 2022. From September 2020 until he became Nava’s Chief Information Officer, Mr. Park was a senior solutions architect for Eventus Solutions Group, where he conducted CCaaS strategic consulting, discovery, implementation and call flow development for various clients. Prior to that, Mr. Park was the chief technology officer at ClearOne Advantage from October 2015 to September 2020, where he was responsible for IT strategic planning, focusing on improving application performance and reliability, improving operational efficiency, building scalable systems, and implementing security controls and measures. Mr. Park previously worked in various capacities, including principal engineer and chief technology officer, for Ascend One from 1998 to 2015.

Suzanne Coblentz has served as our Chief Marketing Officer since March 2022. From 2019 until she became Nava’s Chief Marketing Officer, Ms. Coblentz was the director of digital marketing at Window Nation. Prior to that, Ms. Coblentz was the head of marketing at Go Ape USA from 2016 to 2019. Ms. Coblentz has significant marketing experience, acting as the vice president client experience at SME Digital Agency from 2014 to 2015, and as the director of digital marketing for Ascend One from 2014 to 2015.

Zachary Dancel has served as our Chief Operating Officer since March, 2022. As our Chief Operating Officer, Mr. Dancel oversees the non-medical aspects of our centers, call center, virtual front desk operations, purchasing, inventory management, product development, e-commerce sales, and fulfillment. Prior to becoming our Chief Operating Officer, Mr. Dancel occupied several critical operational leadership roles during his six years with Nava, including Director of Operations, Director of Product Development and Operations Manager. Mr. Dancel understands and evaluates Nava’s operations, including our present, practical, and future needs. In addition, Mr. Dancel has led strategic growth initiatives in his roles, including developing telemedicine capabilities, building supporting teams, managing the build out and opening of all four of our retail locations, and overseeing the conversion and rollout of our hybrid insurance model. As a result, he has directly impacted revenue growth, seeing 41% appointment growth for the 2020-2021 fiscal year, a 67% growth in new clients, and a 33% growth in retail sales for the same period. Mr. Dancel is Bernaldo Dancel’s son.

Non-Employee Director Nominees

Richard Kohr is expected to be appointed to our Board of Directors concurrently with this Offering. Mr. Kohr is a founding member and Chief Executive Officer of Evergreen Advisors, LLC, which was founded on January 2, 2000. He has over 30 years of experience in advising early-stage growth and middle-market companies on finance, recapitalization and exit strategies. These financing alternatives and exit strategies include capital raise, recapitalizations, sale and ESOPs. He has raised capital for over fifty companies in his career and executed more than $3 billion in exit value for his clients in the past fifteen years. Mr. Kohr was also a co-founder and managing member of the Chesapeake Emerging Opportunities Club, an early-stage venture capital fund.

He is the former chair of the Board of the Economic Alliance of Greater Baltimore and serves on the Board of Directors for Harkins Builders, Netcraftsman, UptoDate Laundry and on the Advisory Board for Healthcare Interactive. He also serves on the Cyber Advisory Board for BWTech, Investment Committee of the Propel Fund and the Investment Committee for the Momentum Fund for the University of Maryland. He held past Board of Directors positions with various entities including Acuity Mobile, Inc., Butler Capital, Inc., e.magination network LLC, Platform Logic Inc., Pathsensors, Inc., Emerging Technology Council, Metasource, Hi-Tech Fasteners Inc., and Maryland Development Technology Center among other positions. Mr. Kohr also served on the Howard County Cyber Security Commission. Mr. Kohr is a graduate of Loyola University in Maryland with an MBA from the Sellinger School of Business with a concentration in Finance and Marketing and a BA in Accounting.

We believe Mr. Kohr’s experience in advising early-stage growth and middle-market companies, along with his experience fundraising, make him an appropriate member of our Board of Directors.

Larry Letow is expected to be appointed to our Board of Directors concurrently with this Offering. Mr. Letow has been the President, US Region of CyberCX, a leading global cybersecurity services firm,

 

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since August 1, 2021. Mr. Letow has a strong entrepreneurial history leading technology companies and is a cybersecurity subject matter expert. Previously, he served as Operating Partner for Interprise Partners, a private equity firm from October 2019 to July 2021. Prior to that, he was President of LG-TEK from June 2018 to September 2019 and CEO/President of Intelligent ID and CEO/President of Convergence Technology Consulting from May 2013 to May 2018. He was also a Vice President of Public Section with Futurelink, a public technology company. Mr. Letow currently serves as Chair and Co-Founder for the National Cyber Security Hall of Fame and Chair of CyberUSA. He also serves on the Board of Visitors for Towson University. He is a re-occurring author for the US Cyber Security Magazine. Mr. Letow is a graduate of the University of Maryland, College Park.

We believe Mr. Letow’s leadership experience and knowledge of cybersecurity make him an appropriate member of our Board of Directors.

Michael Locksley is expected to be appointed to our Board of Directors concurrently with this Offering. Mr. Locksley is and has been the University of Maryland’s head football coach since December 2018. Mr. Locksley spent 2016-2018 as the University of Alabama football team’s co-offensive coordinator. He won the 2017 national championship before a promotion to offensive coordinator, helping Alabama return to the College Football Playoffs in 2018. Locksley, known for strong recruiting skills, was listed as a top-25 recruiter in the nation on three separate occasions. Locksley is active in the DC Boys and Girls Club, helping expand programming and bring in new sponsors. In addition, he founded The National Coalition of Minority Football Coaches (NCMFC) in 2020 and continues to lead the organization’s efforts to expand coaching opportunities to minorities.

We believe Mr. Locksley’s leadership experience and experience performing on a national stage make him an appropriate member of our Board of Directors.

Earl Scott is expected to be appointed to our Board of Directors concurrently with this Offering. Mr. Scott has served as the Chief People Officer and Vice President of Workforce Development of the Americrew, Inc. since August 12, 2021. Mr. Scott has also served as a director of Americrew, Inc. since January 11, 2022. Mr. Scott previously served as Senior Advisor and Consultant for Novation from 2019 to 2021. From 2018 to 2020, Mr. Scott served as founder and Chairman of gymGo. From 2012 to 2021, Mr. Scott served as co-founder and Vice Chairman of Warriors4Wireless. From 2014 to 2017, Mr. Scott served as Executive Vice President of Utilities Services for MasTec Communications. From 1992 to 2014, Mr. Scott served as founder and Chief Executive Officer of DYNIS Inc. From 1983 to 1992, Mr. Scott served as the Systems Engineer at IBM and United States Department of Navy. He was selected to serve as a director because of his experience and his knowledge of the industry.

We believe Mr. Scott’s leadership and public company experience make him an appropriate member of our Board of Directors.

Steven C. Snelgrove is expected to be appointed to our Board of Directors concurrently with this Offering. From January 2014 to December 2020, Mr. Snelgrove was the President of Howard County General Hospital. He is a versatile former healthcare executive and industry thought leader with progressive health systems management experience in academic medical centers, teaching, community hospitals, home health and long-term care. Mr. Snelgrove has expertise in strategy and operations with broad skills including enterprise risk management, regulatory accreditation, facilities planning, construction, professional and clinical support services, joint ventures, service line management, process improvement, and advancing biomedical discovery and systems integration. Successfully built and led healthcare operations across the continuum of care. He has demonstrated success in achieving financial, patient experience, physician engagement, and co-management objectives. Mr. Snelgrove co-chaired the hospital Diversity, Equity, and Inclusion Committee, developing transformational strategies and tactics to improve outcomes.

We believe Mr. Snelgrove’s leadership experience and knowledge of the healthcare industry make him an appropriate member of our Board of Directors.

Board Composition and Election of Directors

Our business and affairs are managed under the direction of our Board of Directors. The primary responsibilities of our Board of Directors are to provide oversight, strategic guidance, counseling and

 

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direction to our management. Our Board of Directors meets on a regular basis and additionally as required. The number of directors will be fixed by our Board of Directors, subject to the terms of our Charter and our Bylaws that will become effective immediately prior to the completion of this offering. Upon the consummation of this Offering, our Board of Directors consists of seven directors, five of whom will qualify as “independent” under Nasdaq listing standards.

Directors will (except for the filling of vacancies and newly created directorships) be elected by the holders of a majority of the votes cast by the holders of shares present in person or represented by proxy at the meeting and entitled to vote on the election of such directors. In accordance with our Charter and our Bylaws, which will become effective immediately prior to the completion of this offering, immediately after the completion of this offering our Board of Directors will be divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our directors will be divided among the three classes as follows:

•

the Class I directors will be Mr. Letow and Dr. Lord, and their terms will expire at the first annual meeting of stockholders after the completion of this offering;

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the Class II directors will be Mr. Scott and Mr. Snelgrove, and their terms will expire at the second annual meeting of stockholders after the completion of this offering; and

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the Class III directors will be Mr. Dancel, Mr. Kohr and Mr. Locksley, and their terms will expire at the third annual meeting of stockholders after the completion of this offering.

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Each director’s term will continue until the election and qualification of his or her successor, or his or her earlier death, resignation, disqualification or removal. No decrease in the number of directors will shorten the term of any incumbent director. Our Board of Directors is authorized to assign members of the board already in office to the three classes; provided, that each class include a specified director designated pursuant to our stockholders agreement. This classification of our Board of Directors may have the effect of delaying or preventing changes in control of our company.

Director Independence

Our Board of Directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our Board of Directors has determined that Mr. Kohr, Mr. Letow, Mr. Locksley, Mr. Scott and Mr. Snelgrove, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing standards of Nasdaq. In making these determinations, our Board of Directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence.

Committees of the Board of Directors

Upon the consummation of this offering, our Board of Directors will have an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each of the committees of our Board of Directors is described below. Members will serve on these committees until their resignation or until as otherwise determined by our Board of Directors.

Audit Committee

Upon the consummation of this offering, our audit committee will consist of Mr. Snelgrove and Mr. Letow, with Mr. Kohr serving as Chairperson. The composition of our audit committee will meet the requirements for independence under current Nasdaq listing standards and SEC rules and regulations. Each member of our audit committee will meet the financial literacy requirements of Nasdaq listing standards. In addition, our Board of Directors has determined that Mr. Kohr is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933. Our audit committee will, among other things:

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review our consolidated financial statements and our critical accounting policies and practices;

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select a qualified firm to serve as the independent registered public accounting firm to audit our consolidated financial statements;

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help to ensure the independence and performance of the independent registered public accounting firm;

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discuss the scope and results of the audit with the independent registered public accounting firm and review, with management and the independent registered public accounting firm, our interim and year-end results of operations;

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pre-approve all audit and all permissible non-audit services to be performed by the independent registered public accounting firm;

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oversee the performance of our internal audit function when established;

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review the adequacy of our internal controls;

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develop procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

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review our policies on risk assessment and risk management; and

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review related party transactions.

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Our audit committee will operate under a written charter, to be effective prior to the completion of this offering, that satisfies the applicable rules of the SEC and the listing standards of Nasdaq.

Compensation Committee

Upon the consummation of this offering, our compensation committee will consist of Mr. Kohr and Mr. Locksley, with Mr. Scott serving as Chairperson. The composition of our compensation committee will meet the requirements for independence under Nasdaq listing standards and SEC rules and regulations. Each member of the compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. The purpose of our compensation committee is to discharge the responsibilities of our Board of Directors relating to the compensation of our executive officers. Our compensation committee will, among other things:

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review, approve and determine, or make recommendations to our Board of Directors regarding the compensation of our executive officers;

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administer our stock and equity incentive plans;

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review and approve, or make recommendations to our Board of Directors regarding incentive compensation and equity plans; and

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establish and review general policies relating to compensation and benefits of our employees.

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Our compensation committee will operate under a written charter, to be effective prior to the completion of this offering, that satisfies the applicable rules of the SEC and the listing standards of Nasdaq.

Compensation Committee Interlocks and Insider Participation

All compensation and related matters are reviewed by our compensation committee. None of the members of our compensation committee is or has at any time during the past year been an officer or employee of ours. None of our executive officers currently serves or in the past year has served as a member of the Board of Directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or compensation committee.

Nominating and Corporate Governance Committee

Upon the consummation of this offering, our nominating and corporate governance committee will consist of Mr. Letow and Mr. Scott, with Mr. Locksley serving as Chairperson. The composition of our nominating and corporate governance committee will meet the requirements for independence under Nasdaq

 

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listing standards and SEC rules and regulations. Our nominating and corporate governance committee will, among other things:

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identify, evaluate and select, or make recommendations to our Board of Directors regarding nominees for election to our Board of Directors and its committees;

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evaluate the performance of our Board of Directors and of individual directors;

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consider and make recommendations to our Board of Directors regarding the composition of our Board of Directors and its committees;

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review developments in corporate governance practices;

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oversee environmental, social and governance (ESG) matters;

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evaluate the adequacy of our corporate governance practices and reporting; and

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develop and make recommendations to our Board of Directors regarding corporate governance guidelines and matters.

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The nominating and corporate governance committee will operate under a written charter, to be effective prior to the completion of this offering, that satisfies the applicable listing requirements and rules of Nasdaq.

Role of Board of Directors in Risk Oversight Process

Our Board of Directors has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from Board committees and members of senior management to enable our Board of Directors to understand our risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, cybersecurity, strategic and reputational risk.

Code of Business Conduct

Upon completion of this offering, our Board of Directors will establish a Code of Conduct applicable to our directors, officers and employees. The Code of Conduct will be accessible on our website at www.navacenter.com. If we make any substantive amendments to the Code of Conduct or grant any waiver, including any implicit waiver, from a provision of the Code of Conduct to our officers, we will disclose the nature of such amendment or waiver on that website or in a report on Form 8-K.

 

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EXECUTIVE AND DIRECTOR COMPENSATION

For the year ended December 31, 2021, we had one executive officer, Mr. Dancel, our Chief Executive Officer. We refer to Mr. Dancel herein as our “named executive officer” or “NEO.” This discussion may contain forward-looking statements that are based on the Company’s current plans, considerations, expectations and determinations regarding future compensation programs. As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.

Summary Compensation Table

The following table presents all of the compensation awarded to or earned by our named executive officers for the year ended December 31, 2021.

(1)

The amounts in this column represent the salary Mr. Dancel received from Nava Medical for the years ended December 31, 2021 and 2020, respectively. In addition to the salary received from Nava Medical, St Ends Management, LLC, a Maryland limited liability company majority owned by Mr. Dancel, charged Nava $204,025 in fiscal year 2021 and $111,629 in fiscal year 2020, respectively, for services provided to Nava including benefits administration, recruiting/hiring services, payroll administration and other labor and compliance administration services. In addition, Ascend One, a company majority owned by Mr. Dancel, charged Nava $616,036 in fiscal year 2021 and $127,000 in fiscal year 2020, respectively, for services provided to Nava, including office rental services, equipment furnishing, banking and recordkeeping services and information technology and call center services. See “Certain Relationships and Related Person Transactions” for further information regarding payments made to such entities by Nava.

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Narrative Disclosure to the Summary Compensation Table

In 2021, we compensated our NEO through base salary. Our executive officers, including our NEO, are also entitled to certain medical, dental and vision insurance policy premiums that are paid by the Company.

We did not grant equity awards to our NEO in 2021.

Annual Base Salary

Each named executive officer’s base salary is a fixed component of compensation for each year for performing specific job duties and functions. The 2021 annual base salaries for our NEO are set forth in the Summary Compensation Table above.

Annual Cash Bonuses

Our executive officers are eligible to receive an annual cash bonus, with each executive’s annual bonus target being up to 50% of their annual base salary, based on the achievement of corporate goals and objectives, paid no later than March 31 following such bonus performance calendar year period. Our Board of Directors shall have the discretion to pay each of our executives an annual performance bonus in excess of the target for performance exceeding goals, which bonus may be awarded if the executive officer is employed through the last day of the calendar year.

Insurance Plans

All of our current executive officers are eligible to participate in our employee benefit plans, including our medical, dental, and vision, in each case on the same basis as all of our other employees. We generally do not provide perquisites or personal benefits to our named executive officers.

 

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Employment Agreements

We have entered into employment agreements with each of our executive officers in connection with this offering.

Bernaldo Dancel

On August 16, 2022, we entered into an Employment Agreement with Mr. Dancel (the “CEO Employment Agreement”) to serve as our President and Chief Executive Officer. The CEO Employment Agreement provides Mr. Dancel an annual base salary of $300,000, which shall be reviewed annually and may be increased, and his eligibility to participate in Nava’s benefit plans generally and any equity compensation plan established by Nava. The CEO Employment Agreement also subjects Mr. Dancel to standard intellectual property assignment provisions. In connection with the CEO Employment Agreement, on August 16, 2022, we also entered into a standard Non-Disclosure, Non-Competition and Non-Solicitation Agreement with Mr. Dancel.

If Mr. Dancel’s employment is terminated by Nava without Cause (as defined in the CEO Employment Agreement) (other than for death or disability) or the term of his employment is not renewed, Mr. Dancel will receive (i) accrued and unpaid base salary, (ii) any unreimbursed expenses, and (iii) any amounts payable under any of the benefit plans of Nava (together, the “Standard Termination Benefits” in which Mr. Dancel was a participant. If Mr. Dancel (i) delivers to Nava an effective, general release of claims in favor of Nava, as described in the CEO Employment Agreement, within forty-five (45) days following his termination date; and (ii) returns all Nava property, complies in all material respects with his post-termination obligations under the CEO Employment Agreement, and complies in all material respects with a general release, as described in the CEO Employment Agreement, including, without limitation, any non-disparagement and confidentiality provisions contained therein or in the Non-Disclosure, Non-Competition and Non-Solicitation Agreement, then Mr. Dancel shall receive an amount equal to his then current base salary for twelve (12) months, less all applicable withholdings and deductions, paid in accordance with Nava’s standard payroll practices (the “CEO Severance Benefits”).

If Mr. Dancel terminates his employment with Nava at any time for any reason as provided in the CEO Employment Agreement, or if Nava terminates Mr. Dancel’s employment for Cause (as defined in the CEO Employment Agreement), Mr. Dancel will be entitled to the Standard Termination Benefits.

If Mr. Dancel’s employment is terminated due to death or disability (as defined in the CEO Employment Agreement), Mr. Dancel or his estate (as applicable) will be entitled to the Standard Termination Benefits, and will be entitled to the CEO Severance Benefits, subject to the execution of a general release of claims in favor of Nava, as described in the CEO Employment Agreement, if such termination is due to disability.

The CEO Employment Agreement also provides that Mr. Dancel shall devote substantially all of his time and attention to the performance of his duties and responsibilities for and on behalf of Nava except as may be consented to by Nava.

Chien-Chien Jacques

On August 16, 2022, we entered into an Employment Agreement with Ms. Jacques (the “CFO Employment Agreement”) to serve as our Treasurer, Secretary and Chief Financial Officer. The CFO Employment Agreement provides Ms. Jacques an annual base salary of $220,000, which shall be reviewed annually and may be increased, and her eligibility to participate in Nava’s benefit plans generally and any equity compensation plan established by Nava. The CFO Employment Agreement also subjects Ms. Jacques to standard intellectual property assignment provisions. In connection with the CFO Employment Agreement, on August 16, 2022, we also entered into a standard Non-Disclosure, Non-Competition and Non-Solicitation Agreement with Ms. Jacques.

If Ms. Jacques’ employment is terminated by Nava without Cause (as defined in the CFO Employment Agreement) (other than for death or disability) or the term of her employment is not renewed, Ms. Jacques will receive the Standard Termination Benefits. If Ms. Jacques (i) delivers to Nava an effective, general release of claims in favor of Nava, as described in the CFO Employment Agreement, within forty-five (45) days

 

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following his termination date; and (ii) returns all Nava property, complies in all material respects with her post-termination obligations under the CFO Employment Agreement, and complies in all material respects with a general release, as described in the CFO Employment Agreement, including, without limitation, any non-disparagement and confidentiality provisions contained therein or in the Non-Disclosure, Non-Competition and Non-Solicitation Agreement, then Ms. Jacques shall receive an amount equal to her then current base salary for twelve (12) months, less all applicable withholdings and deductions, paid in accordance with Nava’s standard payroll practices (the “CFO Severance Benefits”).

If Ms. Jacques terminates her employment with Nava at any time for any reason as provided in the CFO Employment Agreement, or if Nava terminates Ms. Jacques’ employment for Cause (as defined in the CFO Employment Agreement), Ms. Jacques will be entitled to the Standard Termination Benefits.

If Ms. Jacques’ employment is terminated due to death or disability (as defined in the CFO Employment Agreement), Ms. Jacques or her estate (as applicable) will be entitled to the Standard Termination Benefits, and will be entitled to the CFO Severance Benefits, subject to the execution of a general release of claims in favor of Nava, as described in the CFO Employment Agreement, if such termination is due to disability.

Hyun Soo Park

On August 16, 2022, we entered into an Employment Agreement with Mr. Park (the “CIO Employment Agreement”) to serve as our Chief Information Officer. The CIO Employment Agreement provides Mr. Park an annual base salary of $200,000, which shall be reviewed annually and may be increased, and his eligibility to participate in Nava’s benefit plans generally and any equity compensation plan established by Nava. The CIO Employment Agreement also subjects Mr. Park to standard intellectual property assignment provisions. In connection with the CIO Employment Agreement, on August 16, 2022, we also entered into a standard Non-Disclosure, Non-Competition and Non-Solicitation Agreement with Mr. Park.

If Mr. Park’s employment is terminated by Nava without Cause (as defined in the CIO Employment Agreement) (other than for death or disability) or the term of his employment is not renewed, Mr. Park will receive the Standard Termination Benefits. If Mr. Park (i) delivers to Nava an effective, general release of claims in favor of Nava, as described in the CIO Employment Agreement, within forty-five (45) days following his termination date; and (ii) returns all Nava property, complies in all material respects with his post-termination obligations under the CIO Employment Agreement, and complies in all material respects with a general release, as described in the CIO Employment Agreement, including, without limitation, any non-disparagement and confidentiality provisions contained therein or in the Non-Disclosure, Non-Competition and Non-Solicitation Agreement, then Mr. Park shall receive an amount equal to his then current base salary for twelve (12) months, less all applicable withholdings and deductions, paid in accordance with Nava’s standard payroll practices (the “CIO Severance Benefits”).

If Mr. Park terminates his employment with Nava at any time for any reason as provided in the CIO Employment Agreement, or if Nava terminates Mr. Park’s employment for Cause (as defined in the CIO Employment Agreement), Mr. Park will be entitled to the Standard Termination Benefits.

If Mr. Park’s employment is terminated due to death or disability (as defined in the CIO Employment Agreement), Mr. Park or his estate (as applicable) will be entitled to the Standard Termination Benefits, and will be entitled to the CIO Severance Benefits, subject to the execution of a general release of claims in favor of Nava, as described in the CIO Employment Agreement, if such termination is due to disability.

Pursuant to Mr. Park’s offer letter, dated April 13, 2022, Mr. Park will receive at least 10,000 RSUs, contingent upon the filing of this registration statement.

Suzanne Coblentz

On August 16, 2022, we entered into an Employment Agreement with Ms. Coblentz (the “CMO Employment Agreement”) to serve as our Chief Marketing Officer. The CMO Employment Agreement provides Ms. Coblentz an annual base salary of $180,000, which shall be reviewed annually and may be increased, and her eligibility to participate in Nava’s benefit plans generally and any equity compensation plan established by Nava. The CMO Employment Agreement also subjects Ms. Coblentz to standard intellectual

 

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property assignment provisions. In connection with the CMO Employment Agreement, on August 16, 2022, we also entered into a standard Non-Disclosure, Non-Competition and Non-Solicitation Agreement with Ms. Coblentz.

If Ms. Coblentz’s employment is terminated by Nava without Cause (as defined in the CMO Employment Agreement) (other than for death or disability) or the term of her employment is not renewed, Ms. Coblentz will receive the Standard Termination Benefits. If Ms. Coblentz (i) delivers to Nava an effective, general release of claims in favor of Nava, as described in the CMO Employment Agreement, within forty-five (45) days following his termination date; and (ii) returns all Nava property, complies in all material respects with her post-termination obligations under the CMO Employment Agreement, and complies in all material respects with a general release, as described in the CMO Employment Agreement, including, without limitation, any non-disparagement and confidentiality provisions contained therein or in the Non-Disclosure, Non-Competition and Non-Solicitation Agreement, then Ms. Coblentz shall receive an amount equal to her then current base salary for twelve (12) months, less all applicable withholdings and deductions, paid in accordance with Nava’s standard payroll practices (the “CMO Severance Benefits”).

If Ms. Coblentz terminates her employment with Nava at any time for any reason as provided in the CMO Employment Agreement, or if Nava terminates Ms. Coblentz’s employment for Cause (as defined in the CMO Employment Agreement), Ms. Coblentz will be entitled to the Standard Termination Benefits.

If Ms. Coblentz’s employment is terminated due to death or disability (as defined in the CMO Employment Agreement), Ms. Coblentz or her estate (as applicable) will be entitled to the Standard Termination Benefits, and will be entitled to the CMO Severance Benefits, subject to the execution of a general release of claims in favor of Nava, as described in the CMO Employment Agreement, if such termination is due to disability.

Pursuant to Ms. Coblentz’ offer letter, dated March 30, 2022, Ms. Coblentz will also receive a $50,000 signing bonus, paid in two installments of $15,000 and $35,000, respectively.

Zachary Dancel

On August 16, 2022, we entered into an Employment Agreement with Mr. Dancel (the “COO Employment Agreement”) to serve as our Chief Operating Officer. The COO Employment Agreement provides Mr. Dancel an annual base salary of $180,000, which shall be reviewed annually and may be increased, and his eligibility to participate in Nava’s benefit plans generally and any equity compensation plan established by Nava. The COO Employment Agreement also subjects Mr. Dancel to standard intellectual property assignment provisions. In connection with the CEO Employment Agreement, on August 16, 2022, we also entered into a standard Non-Disclosure, Non-Competition and Non-Solicitation Agreement with Mr. Dancel.

If Mr. Dancel’s employment is terminated by Nava without Cause (as defined in the COO Employment Agreement) (other than for death or disability) or the term of his employment is not renewed, Mr. Dancel will receive the Standard Termination Benefits. If Mr. Dancel (i) delivers to Nava an effective, general release of claims in favor of Nava, as described in the COO Employment Agreement, within forty-five (45) days following his termination date; and (ii) returns all Nava property, complies in all material respects with his post-termination obligations under the COO Employment Agreement, and complies in all material respects with a general release, as described in the COO Employment Agreement, including, without limitation, any non-disparagement and confidentiality provisions contained therein or in the Non-Disclosure, Non-Competition and Non-Solicitation Agreement, then Mr. Dancel shall receive an amount equal to his then current base salary for twelve (12) months, less all applicable withholdings and deductions, paid in accordance with Nava’s standard payroll practices (the “COO Severance Benefits”).

If Mr. Dancel terminates his employment with Nava at any time for any reason as provided in the COO Employment Agreement, or if Nava terminates Mr. Dancel’s employment for Cause (as defined in the COO Employment Agreement), Mr. Dancel will be entitled to the Standard Termination Benefits.

If Mr. Dancel’s employment is terminated due to death or disability (as defined in the COO Employment Agreement), Mr. Dancel or his estate (as applicable) will be entitled to the Standard Termination Benefits,

 

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and will be entitled to the COO Severance Benefits, subject to the execution of a general release of claims in favor of Nava, as described in the COO Employment Agreement, if such termination is due to disability.

2022 Equity Incentive Plan

In connection with this offering, we plan to adopt a new equity incentive plan, the 2022 Equity Incentive Plan (the “2022 Plan”). The principal features of the 2022 Plan are summarized below.

Purpose.   The purposes of the 2022 Plan are to align the interests of eligible participants with our stockholders by providing incentive compensation tied to Nava’s performance and to advance Nava’s interests and increase stockholder value by attracting, retaining and motivating personnel.

Shares Available.   The maximum number of shares of our common stock that may be issued under the 2022 Plan is 2,000,000 shares. The number of shares of common stock reserved for issuance under the 2022 Plan will automatically increase on January 1 of each year, beginning on January 1, 2023, and continuing through and including January 1, 2031, by 13% percent of the aggregate number of shares of common stock of all classes issued and outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by our Board of Directors prior to the applicable January 1.

Shares issued under the 2022 Plan will be authorized but unissued shares of common stock. Shares subject to awards granted under the 2022 Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for issuance under the 2022 Plan. Additionally, shares issued pursuant to awards under the 2022 Plan that we repurchase or that are forfeited, as well as shares used to pay the exercise price of an award or to satisfy the tax withholding obligations to an award, will become available for future grant under the 2022 Plan.

Plan Administration.   Our Board of Directors, or a duly authorized committee of our board, will administer the 2022 Plan. We sometimes refer to the Board of Directors, or the applicable committee with the power to administer our equity incentive plans, as the “administrator.” The administrator may also delegate to one or more of our officers the authority to (1) designate employees (other than officers) to receive specified awards, and (2) determine the number of shares subject to such awards.

The administrator has the authority to determine the terms of awards, including recipients, the exercise, purchase or strike price of awards, if any, the number of shares subject to each award, the fair market value of a share of common stock, the vesting schedule applicable to the awards, together with any vesting acceleration, and the form of consideration, if any, payable upon exercise or settlement of the award and the terms of the award agreements for use under the 2022 Plan. In addition, subject to the terms of the 2022 Plan, the administrator also has the power to modify outstanding awards under the 2022 Plan, including the authority to reprice any outstanding option or stock appreciation right, cancel and re-grant any outstanding option or stock appreciation right in exchange for new stock awards, cash or other consideration, or take any other action that is treated as a repricing under generally accepted accounting principles, with the consent of any materially adversely affected participant.

Eligibility.   Any employee, officer, non-employee director, or any natural person who is a consultant or other personal service provider of Nava or any of its subsidiaries (if applicable) is eligible to participate in the 2022 Plan, at the administrator’s discretion. In its determination of eligible participants, the administrator may consider any and all factors it considers relevant or appropriate, and designation of a participant in any year does not require the administrator to designate that person to receive an award in any other year. Because the 2022 Plan provides for broad discretion in selecting participants, the total number of persons who will actually participate in the 2022 Plan and the benefits that will be provided to the participants cannot be known at this time.

Types of Awards.   The 2022 Plan provides for the grant of incentive stock options (“ISOs”), nonqualified stock options (“NSOs”), stock appreciation rights, stock awards, restricted stock unit awards, and performance-based awards (collectively, “awards”). ISOs may be granted only to employees of Nava, employees of a “parent corporation” of the Company or employees of a “subsidiary corporation” of Nava (as such terms are defined in Sections 424 of the Code). All other awards may be granted to our employees, including our officers, our non-employee directors and consultants and the employees and consultants of our affiliates.

 

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Stock Options.   A stock option granted under the 2022 Plan entitles a participant to purchase a specified number of shares of our common stock during a specified term at an exercise price. ISOs and NSOs are granted pursuant to stock option agreements adopted by the administrator. Each option will be designated in the award agreement as either an ISO or an NSO. Notwithstanding such designation, however, to the extent that the aggregate fair market value of the shares with respect to which incentive stock options are exercisable for the first time by a participant during any calendar year exceeds one hundred thousand dollars ($100,000), such options will be treated as Nonqualified Stock Options. The administrator determines the exercise price for a stock option, within the terms and conditions of the 2022 Plan, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value of our common stock on the date of grant. Options granted under the 2022 Plan vest at the rate specified in the stock option agreement as specified by the administrator.

The administrator determines the term of stock options granted under the 2022 Plan, up to a maximum of 10 years. Unless the terms of an optionholder’s stock option agreement provide otherwise, if an optionholder’s service relationship with us, or any of our affiliates, ceases for any reason other than disability, death or cause, the optionholder may generally exercise any vested options for a period of three months following the cessation of service. The option term may be extended in the event that either an exercise of the option or an immediate sale of shares acquired upon exercise of the option following such a termination of service is prohibited by applicable securities laws or our insider trading policy. If an optionholder’s service relationship with us or any of our affiliates ceases due to disability or death, or an optionholder dies within a certain period following cessation of service, the optionholder or a beneficiary may generally exercise any vested options for a period of six months in the event of disability and six months in the event of death. In the event of a termination for cause, options generally terminate immediately upon the termination of the individual for cause. In no event may an option be exercised beyond the expiration of its term.

Acceptable consideration for the purchase of common stock issued upon the exercise of a stock option will be determined by the administrator and may include (1) cash, check, promissory note or money order, (2) a broker-assisted cashless exercise, (3) the tender of shares of common stock previously owned by the optionholder, (4) a net exercise of the option if it is an NSO and (5) other legal consideration approved by the administrator.

Stock Appreciation Rights.   A stock appreciation right (“SAR”) granted under the 2022 Plan entitles a participant to the right to receive, upon exercise or other payment of the SAR, an amount in cash, shares of our common stock or a combination of both, equal to the product of (a) the difference between (1) the fair market value of one share of our common stock on the date of exercise or payment of the SAR, over (2) the strike price of such SAR, and (b) the number of shares of our common stock as to which such SAR is exercised or paid. Stock appreciation rights are granted pursuant to SAR grant agreements adopted by the administrator. The administrator determines the strike price for a SAR, which generally cannot be less than 100% of the fair market value of common stock on the date of grant. A SAR granted under the 2022 Plan vests at the rate specified in the SAR agreement as determined by the administrator.

The administrator determines the term of SARs granted under the 2022 Plan, up to a maximum of 10 years. Unless the terms of a participant’s SAR agreement provide otherwise, if a participant’s service relationship with us or any of our affiliates ceases for any reason other than cause, disability or death, the participant may generally exercise any vested SAR for a period of three months following the cessation of service. The SAR term may be further extended in the event that exercise of the SAR following such a termination of service is prohibited by applicable securities laws. If a participant’s service relationship with us, or any of our affiliates, ceases due to disability or death, or a participant dies within a certain period following cessation of service, the participant or a beneficiary may generally exercise any vested SAR for a period of six months in the event of disability and six months in the event of death. In the event of a termination for cause, SARs generally terminate immediately upon the occurrence of the event giving rise to the termination of the individual for cause. In no event may a SAR be exercised beyond the expiration of its term.

Stock Awards.   A stock award granted under the 2022 Plan is a grant of a specified number of shares of our common stock to a participant, subject to vesting restrictions as specified in the award (if any). Stock awards and restricted stock awards may be granted in consideration for cash, check, promissory note or money order, services rendered to us or our affiliates or any other form of legal consideration. Common stock

 

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acquired subject to a restricted period may, but need not, be subject to a share repurchase option in our favor in accordance with a vesting schedule to be determined by the administrator. A restricted stock award may be transferred only upon such terms and conditions as set by the administrator. Except as otherwise provided in the applicable award agreement, restricted stock awards that have not vested may be forfeited or repurchased by us upon the participant’s cessation of continuous service for any reason.

Restricted Stock Unit Awards.   A restricted stock unit (or RSU) granted under the 2022 Plan provides a participant with to the right to receive, upon vesting and settlement of the restricted stock unit, one share of our common stock per vested unit, or an amount in cash equal to the fair market value of one share, as determined by the administrator. Restricted stock unit awards are granted pursuant to RSU award agreements adopted by the administrator. Restricted stock unit awards may be granted in consideration for any form of legal consideration. Additionally, dividend equivalents may be credited in respect of shares covered by a RSU award. Except as otherwise provided in the applicable award agreement, RSUs that have not vested will be forfeited upon the participant’s cessation of continuous service for any reason.

Performance Awards.   The 2022 Plan permits the grant of performance-based stock and cash awards. The administrator can structure such awards so that the stock or cash will be issued or paid pursuant to such award only following the achievement of certain pre-established performance goals during a designated performance period. Performance awards that are settled in cash or other property are not required to be valued in whole or in part by reference to, or otherwise based on, our common stock.

The performance goals may be based on any measure of performance selected by the administrator. The administrator may establish performance goals on a company-wide basis, with respect to one or more business units, divisions, affiliates or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices.

Change in Control.   In the event of a change in control, any stock awards outstanding under the 2022 Plan may be assumed or substituted for any substantially equivalent award of the surviving or acquiring corporation (or its parent company). If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute for such stock awards, then (i) with respect to any such stock awards that are held by participants whose continuous service has not terminated prior to the effective time of the corporate transaction, or current participants, the vesting (and exercisability, if applicable) of such stock awards will be accelerated in full to a date prior to the effective time of the corporate transaction (contingent upon the effectiveness of the corporate transaction), and such stock awards will terminate if not exercised (if applicable) at or prior to the effective time of the corporate transaction, and (ii) any such stock awards that are held by persons other than current participants will terminate if not exercised (if applicable) prior to the effective time of the corporate transaction, except that any reacquisition or repurchase rights held by us with respect to such stock awards will not terminate and may continue to be exercised notwithstanding the corporate transaction. In addition, the plan administrator may also provide, in its sole discretion, that the holder of a stock award that will terminate upon the occurrence of a corporate transaction if not previously exercised will receive a payment, if any, equal to the excess of the value of the property the participant would have received upon exercise of the stock award over the exercise price otherwise payable in connection with the stock award.

Under the 2022 Plan, a change of control is generally the consummation of (1) a sale or other disposition of all or substantially all of our assets, (2) a sale or other disposition of at least 50% of our outstanding securities, (3) a merger, consolidation or similar transaction following which we are not the surviving corporation or (4) a merger, consolidation or similar transaction following which we are the surviving corporation but the shares of common stock outstanding immediately prior to such transaction are converted or exchanged into other property by virtue of the transaction.

A stock award may be subject to additional acceleration of vesting and exercisability upon or after a change in control as may be provided in an applicable award agreement or other written agreement, but in the absence of such provision, no such acceleration will occur.

Transferability.   Unless the administrator provides otherwise, a participant may not transfer awards under the 2022 Plan other than by will, the laws of descent and distribution or as otherwise provided under the 2022 Plan.

 

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Plan Amendment or Termination.   The administrator has the authority to amend, suspend or terminate the 2022 Plan, provided that such action does not materially impair the existing rights of any participant without such participant’s written consent. Certain material amendments also require the approval of our stockholders. No ISOs may be granted after the tenth anniversary of the date our Board of Directors adopted the 2022 Plan. No awards may be granted under the 2022 Plan while it is suspended or after it is terminated.

Outstanding Equity Awards at Fiscal Year-End

As of December 31, 2021, no equity awards were outstanding.

Director Compensation

In connection with this offering, we anticipate establishing a formal policy governing the compensation of our non-employee directors. Any director who also serves as an employee receives no additional compensation for services as a director or as a member of a committee of our Board of Directors.

Following this offering, compensation for our non-employee directors will include an annual cash retainer of $10,000. In addition, non-employee directors will also be granted 5,000 RSUs of our common stock annually. Non-employee directors who serve on the audit committee, compensation committee, or nominating and corporate governance committee of our Board of Directors will be granted 1,000 RSUs of our common stock annually. The chairperson of the audit committee, compensation committee and nominating and corporate governance committee will each receive an additional grant of 1,000 RSUs of our common stock annually. All cash retainers for service on our board of directors will be payable annually. All cash retainers will be pro-rated for any partial periods of service. All RSUs granted to members of our Board of Directors will be granted at each annual meeting of our stockholders and will vest in accordance with the RSU award agreements adopted by the administrator.

During fiscal year 2021, there were no non-employee directors and no fees were paid to any individuals for services as a director.

 

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

In addition to the compensation arrangements, including employment, termination of employment and change in control arrangements and indemnification arrangements, discussed, when required, in the sections titled “Management” and “Executive Compensation,” the following is a description of each transaction since January 1, 2021, and each currently proposed transaction in which:

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we have been or are to be a participant;

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the amount involved exceeded or exceeds the lesser of $120,000 or 1% of our assets; and

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any of our directors, executive officers or holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest.

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From time to time, personal loans are made to Nava Health and Nava Medical for operating capital by the Chief Executive Officer, Mr. Bernaldo Dancel, and Chief Medical Officer, Dr. C. Douglas Lord. As of December 31, 2021, amounts owed to Bernaldo Dancel and Dr. C. Douglas Lord were $0 and $0, respectively. In 2021, we issued 40,000 Class B Units to Dr. C. Douglas Lord in consideration of the outstanding amount of $351,500 owed to Dr. C. Douglas Lord.

Employment Arrangements with Immediate Family Members of Our Executive Officers and Directors

Zachary Dancel, the son of Bernie Dancel, our Chief Executive Officer and a director, has been employed as our Chief Operating Officer since March 2022, where he is responsible for Nava’s ongoing and future business operations as well as strategic planning, development and coordination of all operations. Prior to March 2022, Zachary Dancel was our Director of Operations from June 2019 to March 2022. During the year ended December 31, 2021, Zachary Dancel had total compensation of $99,997.

The compensation of the aforementioned individual was based on reference to internal pay equity when compared to the compensation paid to employees in similar positions who were not related to our executive officers and directors.

Evergreen Advisors, LLC

Richard Kohr is expected to be appointed to our Board of Directors concurrently with this Offering and is the Chief Executive Officer of Evergreen Advisors, LLC (“Evergreen”). On February 9, 2021, Nava engaged Evergreen Advisors, LLC for corporate advisory services (the “Advisory Services Engagement”). Pursuant to the Advisory Services Engagement, Nava agreed to pay Evergreen a monthly retainer of $8,000 and an additional $150,000, the first 50% ($75,000) upon a successful initial closing of financing and the second 50% ($75,000) upon final closing of financing. On May 27, 2021, Nava engaged Evergreen to act as our financial advisor and investment banker (the “Investment Banker Engagement”). Pursuant to the Investment Banker Engagement, Nava agreed to pay Evergreen a monthly retainer of $6,000 and a success fee of 5% of the total consideration paid by investors in a financing transaction. To date, the approximate dollar value paid to Evergreen by Nava was $52,000 in fiscal year 2021 and $12,000 in fiscal year 2022. All amounts paid to Evergreen have been for monthly retainer fees.

On March 22, 2022, Mr. Kohr and his wife entered into a subscription agreement for four Convertible Promissory Notes, the approximate dollar value of which are $200,000. In connection with this offering, the Convertible Promissory Notes will convert into 75,317 shares of common stock.

Professional Services Agreements

We entered into a professional services agreement (the “Professional Services Agreement”), effective April 1, 2022, as amended, with Ascend One, where Ascend One provides certain managerial and advisory services to us. Ascend One has an ownership interest in Nava. Mr. Dancel is the majority owner of Ascend One. Under the Professional Services Agreement, we have agreed to pay Ascend One a monthly fee of $5,000 and the out-of-pocket expenses incurred related to providing their services under the Professional Services Agreement, invoiced by Ascend One monthly. During the years ended December 31, 2021, the Company paid to Ascend One approximately $383,574 under the Professional Services Agreement.

 

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On August 19, 2022, we entered into the First Amendment to Professional Services Agreement with Ascend One (the “First PSA Amendment”). The First PSA Amendment provides that Ascend One has agreed that it will not, directly or indirectly, (i) provide or attempt to provide any services whatsoever to any enterprise engaged in the provision of services similar to or the same as those provided by or which may be offered by Nava or any successor corporation; or (ii) intentionally interfere in any material respect with any relationships between Nava and any third party.

We entered into a professional services agreement (the “St Ends Professional Services Agreement”), dated January 2, 2020, with St Ends Management, LLC, a Maryland limited liability company (“St Ends”), where St Ends provided certain managerial and advisory services to us. St Ends is owned by Mr. Dancel and his wife. Under the St Ends Professional Services Agreement, we agreed to pay St Ends for the cost of these services plus 5%, invoiced by St Ends monthly. During the years ended December 31, 2021, and December 31, 2020, the Company paid St Ends approximately $204,025 and $111,629, respectively. No services have been provided and no amount has been charged by St Ends in 2022. On May 12, 2022, we notified St Ends that we were terminating the St Ends Professional Services Agreement. The St Ends Professional Services Agreement was subsequently terminated on June 12, 2022, without any further action from us. The outstanding balance owed to St Ends Management by Nava Health as of September 30, 2022 is $214,275.

Management Services Agreements and Membership Transfer Restriction Agreements

We have entered into a MSA with Nava Medical. Nava Medical is owned by Dr. Douglas Lord. Because of the structure of the MSA, Nava Medical has no or minimal net income. As a result, Dr. Douglas Lord does not receive any distributions due to his ownership interest in Nava Medical.

In connection with the MSA, we have entered into a Membership Transfer Restriction Agreement with Dr. Douglas Lord. For more information regarding these agreements with Dr. Douglas Lord see “Business — Physician Practice Structure — Management Services Agreement” and “Business — Physician Practice Structure — Membership Transfer Restriction Agreement.”

Limitation of Liability and Indemnification of Officers and Directors

Prior to the completion of this offering, we expect to adopt amended and restated articles of incorporation, which will become effective immediately prior to the completion of this offering and which will contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Maryland law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for the following:

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any breach of their duty of loyalty to our company or our stockholders;

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any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; or

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any transaction from which they derived an improper personal benefit.

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Any repeal or modification of these provisions will not adversely affect any right or protection under these provisions in respect of any act, omission or claim occurring or arising prior to such repeal or modification. If the Maryland General Corporation Law is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the Maryland General Corporation Law.

In addition, prior to the completion of this offering, we expect to adopt amended and restated bylaws which will provide that we will indemnify, to the fullest extent permitted by law, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was one of our directors or officers or, while serving as one of our directors or officers, is or was serving at our request as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity (a “covered person”). Our Bylaws are expected to provide that we may

 

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indemnify to the fullest extent permitted by law any employee or agent of the Company who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was an employee or agent of the Company or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity. Our Bylaws will also provide that, on satisfaction of certain conditions, we must pay expenses incurred by or on behalf of any covered person, and may also pay the expenses incurred by or on behalf of an employee or agent, in defending any action, suit or proceeding in advance of its final disposition. Our Bylaws will permit us to secure insurance on behalf of any officer, director, employee, or agent for any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such regardless of whether we would have the power to indemnify him or her against such liability under the provisions of the Maryland General Corporation Law.

Further, prior to the completion of this offering, we expect to enter into indemnification agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained in the Maryland General Corporation Law. These indemnification agreements will require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements will also require us to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.

The limitation of liability and indemnification provisions that are expected to be included in our Charter, Bylaws and in indemnification agreements that we enter into with our directors and executive officers may discourage stockholders from bringing a lawsuit against our directors and executive officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and executive officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be harmed to the extent that we pay the costs of settlement and damage awards against directors and executive officers as required by these indemnification provisions. At present, we are not aware of any pending litigation or proceeding involving any person who is or was one of our directors, officers, employees or other agents or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

Prior to the completion of this offering, we expect to obtain insurance policies under which, subject to the limitations of the policies, coverage is provided to our directors and executive officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public securities matters, and to us with respect to payments that may be made by us to these directors and executive officers pursuant to our indemnification obligations or otherwise as a matter of law.

Certain of our non-employee directors may, through their relationships with their employers, be insured and/or indemnified against certain liabilities incurred in their capacity as members of our Board of Directors. The underwriting agreement will provide for indemnification by the underwriters of us and our officers, directors and employees for certain liabilities arising under the Securities Act or otherwise. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Policies and Procedures for Related Party Transactions

Following the completion of this offering, our audit committee charter will provide that the audit committee has the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed the lesser of $120,000 or 1% of our assets and in which a related person has or will have a direct or indirect material interest. For purposes of this policy, a related person

 

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will be defined as a director, executive officer, nominee for director or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most recently completed year, and their immediate family members. As of the date of this prospectus, we have not adopted any formal standards, policies or procedures governing the review and approval of related party transactions, but we expect that our audit committee will do so in the future.

 

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