Patient Access Solutions Inc (PASO)

[BigBadWolf]

? yesterday Thoughts on PASO as the vehicle & why
· JG open market ownership in PASO and level of personal investment in PASO over the years

· JG friends/family ownership in PASO

· JG desire to find a RM candidate and go public; repeat success of his previous venture

· Original LOI would never have been written and inked at the time if there were major issues with RM’ing into PASO at the time;

· JG would not have put a Instagram post out 6 days prior with hashtag “going public” this close to the 45 day period ending if there was concern of the deal not closing and PASO not being the right method to go public

· JG presented his concept to his healthcare consortium companies (which is becoming evident as we learn more about the companies involved and tying that back to the consortium he oversaw as president) of which time 2 companies did not hesitate to immediately jump on board; the speed of the desire of these companies to be a part of what JG pitched is impressive; at this point in time remember JG had been actively pursuing an asset/business/venture to RM into PASO; it would have been made clear from day one that was the intent

· Two additional companies from the healthcare consortium he oversaw required more time (likely given the slower movement of approvals/buyoffs at TU)

· As been discussed on this forum, the healthcare industry is being disrupted and so opportunities around this venture are changing; its clear from the LOI more parties want to be involved and therefore contracts and interest is coming much faster and/or they want to tackle more aspects of the healthcare system

· The CLX LLC contract has to be quite complex; you are talking about at least 4 large entities trying to determine the organizational structure, equity structure of the deal, and what each company is bring to the table for the equity; assets/cash/personnel/patents/market penetration/marketing/and so on. Think about the operating agreement language the lawyers pouring over it from the different companies! Adding just one more party to the table causes all those contracts to have ben modified or redrawn. Doesn’t mean the deal isn’t happening these contracts take time.

· Ironing out the above prior to the RM is necessary; prior to dealing with “Shareholders” and a “common board/set of officers” that is representing the parties; how would these board members an officers get approval from their respective company but yet be an officer of CLX if a slight modification the contracts was needed. It would be mess and require public filings.

· Not to sound harsh & no disrespect intended but as a whole we are OTC investors; not the most sophisticated bunch in some regsrds. We only see things through the lens of what’s best for us as shareholders of PASO and the price typically reflects our excitement or disdain for the investment. I couldn’t imagine being on that side of the fence. I would take as much time as needed before having to deal with PASO shareholders which will quickly turn from unsophisticated to sophisticated investor base over time.

· Question is adding an additional entity to the mix or realizing the CLX LLC contract/equity structure/etc needs some restructuring is well worth pushing off the closing the LOI PASO. That can wait, what needs to be done right is the CLX LLC. Hard to turn back. The RM won’t be difficult. The 10M preferred is what keeps it clean. They can deal with the rest later in regards to PASO. Just need to confirm there is no toxic financing and share structure is appropriate.

· JG needs to have taken a strong stance on the desire to use PASO as the vehicle or that his piece of the puzzle comes with PASO and its part of the pitch he originally made to build a new market and take it public. Clearly UST and SiriuqIQ did not have a problem wit this. Largely because it doesn’t affect their existing operations. It’s a new venture, there shouldn’t be much of a push back from the companies.

· Adding a new party or realizing the CLX venture and associated contracts require some reworking is going to postpone the closing. I don’t think it diminishes the vehicle that it ultimately RM into.

· If whatever happened that caused the delay due to a new entity joining the mix or negotiations needing more time, contracts and equity modified which came with a caveat that “hey we need to rethink this and the overall approach” the LOI would not have said what it said.

Dissecting the LOI language a little

· PASO went out of its way to say “We have no reason to believe that this request for an extension indicates that this transaction is any less likely to occur”. They didn't have to say this.

· It also said “With all important business decisions, we will take the necessary time to work closely with our partners, to make the transition process as smooth as possible”. PASO said make the transition as smooth as possible, in other words they are giving them more time. That’s it.

· "As CLX Health continues to pursue and coordinate on its business opportunities, they had to defer completion of their due diligence of PASO. It is for this reason that CLX Health is unable to meet the agreed upon closing date and they are seeking an extension." In other words, more work to be done on the CLX LLC and associated structuring of those contracts. Remember there is one hell of an operating agreement being written for CLX LLC. Those with experience with operating agreements and structuring LLCs with multiple parties imagine what that would like with 3-4 different companies of this size with all the nuances and requirements each brings to the table for this type of deal. Hard to imagine how they got this far to be honest this fast on CLX itself but they are trying to respond to the market need fast.

· “We, Patient Access Solutions, are going to honor their request and grant the extension. We have no reason to believe that this request for an extension indicates that this transaction is any less likely to occur” They are show that we are in the drivers seat and again JG is the linchpin and don’t think this would have been said if there was concern

· They don’t want to pump or create excitement for PASO shareholder, they are focusing on closing a large deal. OTC players have worked to sniff this out and invest in advance. Let them focus on closing the deal.

· You may ask could JG get swayed at the end to go a different course or be incentivized to go public in an alternate way OR stay private. Always a possibility but not likely. Think about the time and investment. Think about JG’s reputation, those that have done their DD. Also JG WANTS to take a company public. IPO is out of the question, time and money and the fact it’s a new venture between and private and public companies. Staying private could be an option but think about the pitch JG has made and the fact these large companies see a disruptive company in the making. Provisional patent, immediate need, connecting multiple aspects of healthcare, creating a company that likely has potential for revenue and being assigned multiples put it in the 9 figure valuation all while all these companies can continue with business as usual but allocate leadership and resources to potentially own equity in another public traded company that adds revenue to their existing businesses’ bottom line. Whatever this pitch looked like, that pitch has already come and went and these businesses have had months to buy off on the concept.

· We may be making a bigger deal on the RM portion realizing it’s the tail wagging the dog at the moment. It’s scary given that few here have probably seen a RM of this size and potential actually close. Rightfully so, the stock price is showing that. Lets see what happens in the coming weeks and deals. Place your bets. Its binary at this point.