Vantage Health Inc. (OTCQB:VNTH) As of May 4, 2017 Float 212,301,926 - 787,698,074 O/S - 1,000,000,000 A/S Nano Mobile Healthcare (SEC name) Vantage mHealthcare (ref. VNTH)
'NANOBEAK Mobile (Stage 1 lung cancer detection) is the first sensor and app planned to be released in 2018.' - John Groman
NANOBEAK MOBILE TECHNOLOGY COVERS MULTIPLE PATENTS OF SCIENTIFIC DETECTIONS i.e. HEALTHCARE & LAW ENFORCEMENT (re: SEC 10-K)
UPDATE : Thu 4/20/2017 3:04 PM
"we are working diligently to get our filings current, as well as to move forward with news" VNTH President J. Peters
(via an investor's email inquiry & quoted response)
UPDATE : 5/5/2017 10-K
Steven Steinhubl <firstname.lastname@example.org> Chairman
Joseph Peters <email@example.com> President
NanoBeak Development <firstname.lastname@example.org> Team
Board Members Include:
Edward Rollins - Former Advisor to Four U.S. Presidents, to Its Board of Directors
MEET OUR INVESTORS: NANOBEAK MAJOR INVESTOR
CURRENT: NANOBEAK Mobile (Stage 1 lung cancer detection) is the first sensor and app planned to be released in 2018.
John Groman's History Excerpt Nanobeak History Summary
My (John Groman) latest venture is a private medical device company that has a non-invasive, sensor and app that will detect stage one lung cancer as well as other detections offered at the price of $1 per test (wholesale). The technology combines our exclusive NASA license of four issued patents and two pending patents with the biomarker research and human trial data from our medical partner Johns Hopkins along with our own proprietary IP. The Sensor and app provide results in real time and will work with all Smartphones, Tablets, Laptops and Desktops.
May 2013 – Present (4 years 1 month)
Nanobeak has been developing a non-invasive, inexpensive, real time results, disease detection, remote monitoring, big data, sensor and app that works with all smartphones, tablets, laptops and desktop.
Stage One Lung Cancer Detection will be the first disease detected and following the initial launch other cancer detection apps will be launched using the same sensor. In addition to real time results the test will cost less than $1 per test.
The Nanobeak Cloud platform is what is used to instantly translate nanoparticle measurements on the Nanobeak Sensor using proprietary algorithms into an easily readable real time result on the mobile device.
Nanobeak is the exclusive license holder from NASA to use this technology and this technology won the NASA invention of the year. We use the technology from four issued patents, two patents pending and our proprietary cloud technology IP.
We also developed our own IP to create a breath capture device that provides a breakthrough solution for accurately measuring VOC biomarkers to detect cancer and other diseases.
We have partnered with Johns Hopkins to complete the biomarker research for Stage One Lung Cancer as well as clinical trials.
Nanobeak, Inc, May 2013 - Present (4 years 1 month)
Bella Sante, Chairman & Founder - December 1993 – Present (23 years 6 months)
Eames Capital Partners, LLC March 2013 – Present (4 years 3 months)
Epsilon - Co Founder and EVP November 1969 – January 2000 (30 years 3 months) Greater Boston Area Advertising and database marketing agency
Harvard Business School
INFORMATION PROVIDED DIRECTLY FROM:
Nano Mobile Healthcare is developing a sensor that will screen for the Volatile Organic Compound signatures in a person’s breath. Our device and application (working with any smart phone, laptop or tablet) will be able to identify the presence of lung cancer from a single exhalation. Results will be able to be viewed by patient and doctor in-the-moment and when treatment options are discussed. The Nano Mobile Sensor was developed to address one of the longest standing unmet medical needs today which involves early stage lung cancer detection and to do so in an affordable, non-invasive, safe and convenient way. http://nanomobilehealthcare.com/
Similarly, the device will be used by law enforcement to detect the presence of marijuana on a driver’s breath. As more and more states legislate the use of marijuana for medical use the risk of driving while drugged increases as does the death toll. Currently, this represents a significant unmet need as law enforcement struggles with multiple interventions to attempt to assess the condition of drivers that, if not legally intoxicated, appear to be drugged. The Nano Mobile Sensor and its application will provide in-the-moment results with a goal of making our roads safer for all drivers and creating a more effective tool for law enforcement.
Imagine A World
Where one company makes a difference, saving lives, through the earliest detection of deadly diseases and improving traffic safety.
The Vantage Sensor - improving outcomes and reducing costs.
|Vantage Health News History |
USA TODAY - The Future Of Health Care Is Social And Techie
ISSUU - Government Health Care United States Buyers Guide: Winter 2014
Meditek - Could A Smartphone Detect Lung Cancer?
Mobile Health News - Scripps To Test NASA-Developed, Smartphone-Enabled Lung Cancer Sensor
We have entered into a strategic partnership with Theranostics Laboratory, a translational research company, with offices in the USA and New Zealand. Theranostics Laboratory was founded at the Cleveland Clinic in 2010 and works on subcontracted research, in collaboration with the Auckland Bioengineering Institute (ABI), in New Zealand, and with NASA (via NASA Grant NCC 9-58).
The Auckland Bioengineering Institute is recognized as a world-leader in the field of personalized modeling and is part of the international Virtual Physiologic Human (VPH) project. The Institute has successfully commercialized numerous mHealth technologies, including wireless telemetry systems, wearable sensors and a needle-free injectable system into the US market.
The partnership between the Theranostics Laboratory and the Auckland Bioengineering Institute (ABI) is a strategic alliance for us through which the lab will act as principal investigators for us in the areas of mobile strep detection, mobile virus detection and other related areas including breath sample conditioning methodologies. The partnership gives us access to world-class expertise and skill in the field of personalized modeling..
We are working in conjunction with Nanobeak, LLC, a strategic partner, as well as NASA, to develop a mobile app to be used in connection with our sensor that will enable law enforcement to screen for marijuana use and deliver in-the-moment results to the officer’s smartphone, tablet or laptop in the field. Given the increase of marijuana legalization and decriminalization efforts by a growing number of states, we have made the development of a law enforcement sensor the short-term priority. There is a growing need on the part of law enforcement across the country for a portable sensor to detect marijuana abuse and impaired driving. We also plan to incorporate alcohol detection along with the marijuana sensing capability in one device so that law enforcement can have the capability to detect both alcohol (DUI breathalyzer) and marijuana abuse in a single device. The law enforcement device offers a quicker path to market based on reduced testing and regulatory requirements as compared to a medical diagnostic device.
Our products as well as our research and development activities are regulated by numerous governmental authorities, principally the U.S Food and Drug Administration (FDA), as well as state and foreign regulatory agencies.
In the US, we believe that the medical diagnostic devices will be classified by the FDA as Class II medical devices and require clearance through a Form 510K. There can be no assurance that the FDA will provide marketing clearance for the device.
Manufacturing, Distribution, Sales
We intend to outsource manufacturing, distribution and sales but we have not entered into any definitive agreements for these functions.
We intend to compete with other detection devices by offering products that have enhanced value, ease of use, simple functionality, compatibility with various platforms, reliability, attractive price and are high in quality. The Company also believes its intellectual property provides an advantage over current competitors.
There are a variety of methods to screen for the presence of disease. We are focused on non-invasive, point of care diagnostics.
Following years of research, a number of companies are now in prototype phase with devices that can test the chemical compounds in a person’s breath and identify the early stages of disease. Entry to this market is expected to continue and sharply rise as more prototypes emerge and begin to gain market entry with commercialized products. While companies in development tend to be small and privately owned, there has been entry by larger publicly owned companies that have greater financial reserves, distribution channels and more experience in commercialization. Acquisitions and collaborations by and companies seeking a competitive advantage also affect the competitive environment. This is a global market, evidenced by the emergence of companies bringing competitive solutions from different parts of the world.
New competitors may emerge and may develop products and capabilities which compete directly with our products. No assurance can be given that we will be successful in competing in the industries identified or in other industries that would benefit from our technology.
Customers for our medical diagnostic products is expected to include health care providers such as medical doctors, nurse practitioners and physician assistants.
There are currently a variety of breathalyzer smartphone apps which essentially focus on alcohol detection. We are developing devices to distinguish between alcohol and narcotics and screen for a variety of narcotics both legal and illicit.
Making up the narcotic detection space are both domestic and international organizations that range from small, privately held companies to larger companies that include an array of diagnostic narcotics solutions. Although this market is more developed than disease detection, the space is dominated by a few key players making the possibility for new entrants feasible. Because toxicology screens are the most common type of narcotics testing products on the market, we believe that advanced technology that both detects and monitors discrete drug levels in an individual’s system through exhalation will cause this market to expand. The consumer market for mobile applications which provide detection and ongoing monitoring capabilities is anticipated to be significant.
Customers for our product will include the different areas of law enforcement as well as the different areas of professional and amateur sports. Corporations are also a target area for the narcotics screening technology.
We outsource all of our non-executive functions to Nanobeak, LLC. As of the date of this filing Nanobeak has 18 employees and consultants, both full and part time, most of which are shared with NASA and other contractors. The employees are not presently covered by any collective bargaining agreement.
Risks Related to Our Financial
Condition and our Business:
Because we have a limited operating history, you may not be able to accurately evaluate our operations.
We have had limited operations to date and have generated no revenue. Therefore, we have a limited operating history upon which to evaluate the merits of investing in our company. Because we are in the early stages of operating our business, we are subject to many of the same risks inherent in the operation of a business with a limited operating history, including the potential inability to continue as a going concern.
Our investors may lose their entire investment because our financial status creates a doubt whether we will continue as a going concern.
Our auditors, in their opinion dated May 5, 2017, have stated that currently we do not have sufficient cash nor do we have a significant source of revenues to cover our operational costs and allow us to continue as a going concern. We seek to raise operating capital to implement our business plan in an offering of our common stock. Our company's plan specifies a minimum amount of $2,000,000 in additional operating capital to operate for the next twelve months. However, there can be no assurance that such offering will be successful. You may lose your entire investment
We are dependent on outside financing for continuation of our operations.
Because we have generated no revenue and currently operate at a significant loss, we are completely dependent on the continued availability of financing in order to continue our business. There can be no assurance that financing sufficient to enable us to continue our operations will be available to us in the future. Moreover, even if we are able to obtain financing, it could be on terms that causes our company’s stock price to suffer or further dilutes shareholder interests in our company. Most of our financing in 2016 was from the issuance of convertible promissory notes and related parties advances. The convertible promissory notes contain extremely egregious penalties in the event of default, discounted conversion features and other terms that are not beneficial to a smaller company like ours. Our failure to obtain future financing, financing on terms that are acceptable to us, or to produce levels of revenue to meet our financial needs could result in our inability to continue as a going concern and, as a result, investors in the Company could lose their entire investment.
We may be considered in default of the JDF Capital, Inc. settlement agreement.
On March 10, 2017, we entered into a settlement agreement with JDF Capital, Inc. and agreed to pay a total of $300,000, with $50,000 monthly installments at the time of execution through August 1, 2017. We made the initial $50,000 payment upon execution of the agreement, however, we have not made any subsequent monthly installment payments and may be considered in default of the agreement, which would trigger the default provisions under the agreement. These provisions include a confession of judgment in the amount of $693,952.88 and the right to reclaim the outstanding warrants held by JDF. While we are working with JDF on an alternative installment program, there can be no assurance that we are not declared in default of the settlement agreement and subject to the default provisions of the settlement agreement.
We rely on license rights to protect our technology, which could be subject to change and cause our business to fail.
We rely on our sublicense agreement and the license agreement with NASA to protect our proprietary technologies.
If we were to lose our sublicense rights or if Nanobeak loses its license rights with NASA, we would lose our technology and our current business plan will fail.
If a dispute arises concerning our technology, we could become involved in litigation that might involve substantial cost. Litigation could divert substantial management attention away from our operations and into efforts to enforce our license. If a proceeding resulted in adverse findings, we could be subject to significant liabilities to third parties. We might also be required to seek licenses from third parties to manufacture or sell our products. Our ability to manufacture and sell our products may also be adversely affected by other unforeseen factors relating to the proceeding or its outcome.
We may depend on partnership arrangements or strategic alliances for the commercialization of our products in development, which places risk on forces outside of our control.
The commercialization of our products will require resources and expertise that we currently do not have. Therefore, we will need to seek partners, and/or enter into strategic alliances, licenses or other arrangements with leading pharmaceutical and biotechnology companies to successfully commercialize these products. Developing relationships with these parties may take a long time to finalize, and the current economic environment may extend that period even further.
Such arrangements will subject us to a number of risks, including the following:
we may not be able to control several factors in the commercialization of some of our products, including the amount, timing and quality of resources that our partners may devote to these products;
our partners may experience financial, regulatory or operational difficulties, which may impair their ability to commercialize our products;
as a requirement of any partnership arrangement, we may be required to relinquish important rights with respect to these products, such as marketing and distribution rights;
legal disputes or disagreements, including the ownership of intellectual property, may occur with one or more of our partners and may lead to lengthy and expensive litigation or arbitration;
significant changes in a partner’s business strategy may adversely affect a partner’s willingness or ability to satisfactorily complete its commercialization or other obligations under any such arrangement; and,
a partner could terminate the partnership arrangement, which could negatively impact the continued commercialization of these drug products.
Because some of our products are subject to extensive government regulation, we must comply with these regulations or our business could suffer.
Our disease screening products are subject to extensive government regulation in the U.S. As stated above, we plan to work with a strategic partner to help guide us through the regulatory process needed for our products. If we cannot comply with these regulations, we may be unable to distribute our products, which could cause our business to suffer or fail. In the U.S., the development, manufacture, marketing and promotion of medical devices are regulated by the Food and Drug Administration (“FDA”) under the Federal Food, Drug, and Cosmetic Act (“FFDCA”). The FFDCA provides that new pre-market notifications under Section 510(k) of the FFDCA are required to be filed when, among other things, there is a major change or modification in the intended use of a device or a change or modification to a legally marketed device that could significantly affect its safety or effectiveness. A device manufacturer is expected to make the initial determination as to whether the change to its device or its intended use is of a kind that would necessitate the filing of a new 510(k) notification. The FDA may not concur with our determination that our current and future products can be qualified by means of a 510(k) submission or that a new 510(k) notification is not required for such products.
Future changes to manufacturing procedures could require that we file a new 510(k) notification. Also, future products, product enhancements or changes, or changes in product use may require clearance under Section 510(k), or they may require FDA pre-market approval (“PMA”) or other regulatory clearances. PMAs and regulatory clearances other than 510(k) clearance generally involve more extensive prefiling testing than a 510(k) clearance and a longer FDA review process.
FDA regulatory processes are time-consuming and expensive. Product applications submitted by us may not be cleared or approved by the FDA. In addition, we must manufacture our products in compliance with Good Manufacturing Practices, as specified in regulations under the FFDCA. The FDA has broad discretion in enforcing the FFDCA, and noncompliance with the FFDCA could result in a variety of regulatory actions ranging from product detentions, device alerts or field corrections, to mandatory recalls, seizures, injunctive actions and civil or criminal penalties. If we have to recall of our product in the field, it could negatively affect our results of operations, financial position and cash flows.
If our products do not gain market acceptance, we will not achieve revenues and we may go out of business.
Even if we and/or our partners obtain the necessary regulatory approval to market products, such products, technologies and product candidates may not gain market acceptance among physicians, patients, healthcare payers and medical communities. The degree of market acceptance of any product, technology or product candidate will depend on a number of factors, including:
the scope of regulatory approvals, including limitations or warnings in a product’s regulatory-approved labeling; demonstration of the clinical safety and efficacy of the product or technology;
the absence of evidence of undesirable side effects of the product or technology that delay or extend trials;
the lack of regulatory delays or other regulatory actions;
its potential advantage over alternative screening detection methods; the availability of third-party reimbursement; and
the marketing and distribution support it receives.
If any of
business. In addition, even if we gain regulatory approval and market acceptance, further delays due to, for example, the FDA not removing unapproved products from the market in a timely manner, may affect our ability to generate revenue quickly after market acceptance.
our products fail to achieve market acceptance, our ability to generate revenue will be limited, which would have a material adverse effect on our
Our business will not grow unless the market for disease screening and narcotics detection products expands both domestically and internationally.
Our revenues are expected to be derived from the sale of our disease and narcotics screening products. We cannot accurately predict the future growth rate, if any,
ultimate size of the market we do business in. The expansion of the market for our products depends on a number of factors including without limitation: national or international events which may affect the need for or interest in our products;
the cost, performance and reliability of our products and those of our competitors;
customers’ perception of the perceived benefit by screening products and their satisfaction with the performance and reliability our products;
public perceptions regarding the confidentiality of private information; proposed or enacted legislation related to screening products; and marketing efforts and publicity regarding these products
If we are unable to compete in the screening market, our business will fail.
A significant number of established and startup companies are marketing or developing screening products and that compete with our current offerings.
The medical equipment market and drug detection market is highly competitive and competition is likely to intensify. If we cannot compete, our business will fail. We believe that additional significant long-term competitors will continue to enter the market. Companies competing with us may introduce products that are targeted at our target markets and competitively priced, have increased performance or functionality or incorporate technological advances we have not yet developed or implemented. Some present and potential competitors have financial, marketing, research, and manufacturing resources substantially greater than ours. This competitive disadvantage we face could mean less market share for our company.
We intend to compete by offering products that have enhanced value, ease of use, simple functionality, compatibility with various platforms, reliability, attractive price and are high in quality. We also believes our intellectual property provides an advantage over current competitors. However we cannot be sure that there is not intellectual property that is more advanced. Although we believe that our products will be well received because of its innovative features, performance characteristics and cost-effective pricing, there can be no assurance that comparable or superior products incorporating more advanced technology or other features or having better price or performance characteristics will not be introduced by competitors.
Because we do not have exclusive agreements with the third party manufacturers that will manufacture our products, we may be unable to effectively manufacture and distribute our products or distribute them at all, which would adversely affect our reputation and materially reduce our revenues.
We do not own or operate any manufacturing facilities. However, there are a number of manufacturers that are capable of manufacturing the types of products we have sold and yet plan to sell. We have no written agreement with any manufacturer to manufacture our products.
We plan to use other manufacturers for our screening products. Moreover, our disease screening products require compliance with Good Manufacturing Practices. As such, we plan to pursue and establish relationships with third party manufacturers to manufacture our products and ship them directly to our customers and later to our own warehouse if we decide that is a feasible option. If we lose the services of our third party manufacturers, we may be unable to secure the services of replacement manufacturers in a manner that would not harm or disrupt our business. In addition, because we do not have written agreements with all of these manufacturers, they could refuse to supply some or all of our products, reduce the number of products that they supply or change the terms and prices under which they normally supply our products. The occurrence of any such conditions will have a materially negative effect upon our reputation and our ability to distribute our products, which will cause a material reduction in our revenues.
If the healthcare industry limits coverage or reimbursement levels, the acceptance of our products could suffer.
The healthcare industry is subject to changing political, economic and regulatory influences that may affect the procurement practices and operations of healthcare facilities. During the past several years, the healthcare industry has been subject to increased government regulation of reimbursement rates and capital expenditures. Among other things, third party payers are increasingly attempting to contain or reduce healthcare costs by limiting both coverage and levels of reimbursement for healthcare products and procedures. Because the price of our screening products may exceed the price of alternative available products, cost control policies of third party payers, including government agencies, may adversely affect acceptance and use of our products. In addition, on March 23, 2010 the Patient Protection and Affordable Care Act was signed into law and, beginning in 2013, the legislation imposes a 2.3% excise tax on sales of medical devices, which may negatively affect our business.
We will rely in part upon sales reps, retailers and distribution partners to distribute our products, and we may be adversely affected if those parties do not actively promote our products or pursue customers who would have a potential demand for our products.
We estimate that a significant portion of our revenue will come from sales to partners including reps, retailers, distributors and resellers. None of these relationships have not been formalized in a detailed contract. Even where these relationships are formalized in a detailed contract, the agreements are often terminable with little or no notice and subject to periodic amendment. We cannot control the amount and timing of resources that our partners devote to activities on our behalf.
We intend to continue to seek strategic relationships to distribute, license and sell certain of our products. We, however, may not be able to negotiate acceptable relationships in the future and cannot predict whether current or future relationships will be successful.
If our products cause harm, we could be subject to substantial product liability, which could cause our business to suffer.
Producers of medical devices may face substantial liability for damages if a product fails or is alleged to have caused harm. We intend to carry product liability insurance, but do not currently have any coverage. Coverage we may secure in the future may not be adequate to cover potential claims. Our business could be adversely affected by product liability claims or by the cost of insuring against those claims.
Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses.
Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and new SEC regulations, are creating uncertainty for companies such as ours. These new or changed laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We are committed to maintaining high standards of corporate governance and public disclosure. As a result, we intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new or changed laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, our reputation may be harmed.
If we fail to adequately manage the size of our business, it could have a severe negative effect on our financial results or stock price.
Our management believes that in order to be successful we must appropriately manage the size of our business. This may mean reducing costs and overhead in certain economic periods, and selectively growing in periods of economic expansion. In addition, we will be required to implement operational, financial and management information procedures and controls that are efficient and appropriate for the size and scope of our operations. The management skills and systems currently in place may not be adequate and we may not be able to manage any significant cost reductions or effectively provide for our growth.
If we fail to attract and retain qualified senior executive and key technical personnel, our business will not be able to expand.
We are dependent on the continued availability of the services of our employees, many of whom are individually key to our future success, and the availability of new employees to implement our business plans. We rely heavily on the experience of our officers and directors move our products into distribution for sales. As we move forward we will need to engage professionals with various specific experience. We will need engineers with specific knowledge in designing and developing screening products and there are limited resources available that have this specific experience. We will also need to hire professionals who understand the process of selling product through CMS (Centers for Medicare and Medicaid Services) as well as people familiar with working with medical devices as it relates to reimbursement by private insurance companies. We will also need to identify sales and marketing professionals with specific experience in selling into certain channels of distribution such as mass merchant retail, hospitals, doctors and healthcare facilities.
The market for skilled employees is highly competitive, especially for employees in technical fields. There can be no assurance that we will be able to retain the services of all our key employees or a sufficient number to execute our plans, nor can there be any assurance we will be able to continue to attract new employees as required.
Our personnel may voluntarily terminate their relationship with us at any time, and competition for qualified personnel, especially engineers, is intense. The process of locating additional personnel with the combination of skills and attributes required to carry out our strategy could be lengthy, costly and disruptive.
If we lose the services of key personnel, or fail to replace the services of key personnel who depart, we could experience a severe negative effect on our financial results and stock price. In addition, there is intense competition for highly qualified engineering and marketing personnel in the locations where we principally operate. The failure to acquire the services of any key engineering, marketing or other personnel or our failure to attract, integrate, motivate and retain additional key employees could have a material adverse effect on our business, operating and financial results and stock price.
If we fail to comply with the new rules under the Sarbanes-Oxley Act related to accounting controls and procedures, or if material weaknesses or other deficiencies are discovered in our internal accounting procedures, our stock price could decline significantly.
Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal controls over financial reporting and a report by our independent auditors addressing these assessments. We are in the process of documenting and testing our internal control procedures, and we may identify material weaknesses in our internal control over financial reporting and other deficiencies. If material weaknesses and deficiencies are detected, it could cause investors to lose confidence in our Company and result in a decline in our stock price and consequently affect our financial condition. In addition, if we fail to achieve and maintain the adequacy of our internal controls, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our Common Stock could drop significantly. In addition, we cannot be certain that additional material weaknesses or significant deficiencies in our internal controls will not be discovered in the future.
Risks Related to Our Securities:
If a market for our common stock does not develop, shareholders may be unable to sell their shares.
Our common stock is quoted under the symbol “VNTH” on the OTCQB operated by OTC Markets Group, Inc, an electronic inter-dealer quotation medium for equity securities. We do not currently have an active trading market. There can be no assurance that an active and liquid trading market will develop or, if developed, that it will be sustained.
Our securities are very thinly traded. Accordingly, it may be difficult to sell shares of our common stock without significantly depressing the value of the stock. Unless we are successful in developing continued investor interest in our stock, sales of our stock could continue to result in major fluctuations in the price of the stock.
Our common stock price may be volatile and could fluctuate widely in price, which could result in substantial losses for investors.
The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including:
technological innovations or new products and services by us or our competitors;
government regulation of our products and services;
the establishment of partnerships with other technology companies;
intellectual property disputes;
additions or departures of key personnel;
sales of our common stock;
our ability to integrate operations, technology, products and services;
our ability to execute our business plan;
operating results below expectations;
loss of any strategic relationship;
economic and other external factors; and
period-to-period fluctuations in our financial results.
Because we have no revenue to date, you should consider any one of these factors to be material. Our stock price may fluctuate widely as a result of any of the above.
In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.
We have not paid cash dividends in the past and do not expect to pay cash dividends in the future on our common stock. Any return on investment may be limited to the value of our common stock.
We have never paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. The payment of cash dividends on our common stock will depend on earnings, financial condition and other business and economic factors at such time as the board of directors may consider relevant. If we do not pay cash dividends, our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.
As a new investor, you will experience substantial dilution as a result of future equity issuances.
In the event we are required to raise additional capital it may do so by selling additional shares of common stock thereby dilution the shares and ownership interests of existing shareholders.
Because we are subject to the “Penny Stock” rules, the level of trading activity in our stock may be reduced.
The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any listed, trading equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules which may increase the difficulty Purchasers may experience in attempting to liquidate such securities.
Provisions in the Delaware law and our Bylaws could make it very difficult for an investor to bring any legal actions against our directors or officers for violations of their fiduciary duties or could require us to pay any amounts incurred by our directors or officers in any such actions.
Members of our board of directors and our officers will have no liability for breaches of their fiduciary duty of care as a director or officer, except in limited circumstances, pursuant to provisions in the Delaware law and our Bylaws. Accordingly, you may be unable to prevail in a legal action against our directors or officers even if they have breached their fiduciary duty of care. In addition, our Bylaws allow us to indemnify our directors and officers from and against any and all costs, charges and expenses resulting from their acting in such capacities with us. This means that if you were able to enforce an action against our directors or officers, in all likelihood, we would be required to pay any expenses they incurred in defending the lawsuit and any judgment or settlement they otherwise would be required to pay. Accordingly, our indemnification obligations could divert needed financial resources and may adversely affect our business, financial condition, results of operations and cash flows, and adversely affect prevailing market prices for our common stock.
Item 2. Properties
We neither own nor lease any real or personal property. We maintain our offices at 3 Columbus Circle, 15th Floor New York, NY 10019 and Nanobeak leases the space.