Our kiosks will make it quick and easy to fill your prescriptions.
Locations will incude; Doctors’ offices, Medical Specialty Clinics, Emergency Walk in Facilities, Retail Stores, Hospitals, Pharmacy chains and more..
Smart RX places these entities in position to capture “on location” patient or shopper business that otherwise would be walking out the door to give to other facilities.
Some benefits include:
We are Partnered with one of largest robotic kiosk manufacturers with history of experience—especially in pharma inventory control and dispensing.
Pharmacy medication fulfillment is an over $300 billion industry just in the USA; delivering an infinitesimal market segment back to physicians here, and in the Caribbean, India, Central and South America is a billion-dollar revenue opportunity for SRXS. We are ready to go to these international locations in 2018 and 2019.
Smart RX does not have to “create” a new market; demand exists now for solutions. Less sophisticated kiosks and robotic systems are in broad use worldwide, manufactured both by our partner as well as several other leading robotic companies.
Acceptance and demand by the prescribers, distributors and providers of pharmaceutical preparations exists on a worldwide basis. Existing robotic kiosks only dispense pre-packs in fixed number of pills.
Physicians' practices, especially smaller practices with 4 to 10 physicians, are challenged to lawfully add revenue streams that are acceptable to patients. SRXS services provide a painless and cost effective solution that allows SRXS access to the largest number of practices' in the USA.
Larger practices of 11 to 40 physicians, want to further leverage their "strength in numbers" advantages, and the economics are so compelling, SRXS is positioned to rapidly expand with appropriate capitalization.
Our partnership contracts with our manufacturer of the Robotic Kiosks are exclusive and mutual; we use their equipment and they use our software, interfaces and services with the Smart PharmAssist®™.
The value of our developed technology with our manufacturer and our pharmacy diagnostic partners would be time consuming and expensive for another company entering this market to achieve expeditiously. Similar achievements would take an indeterminant amount of time and money.
We have successfully entered the market commercialy and are producing revenue, and have market acceptance from both our direct customers and the end user patients. It took us three and a half years to install ur first Kiosk. Even a company with considerable resources and capital would experience at least 3 to 4 years to enter the market commercially, assuming that they could partner with a manufacturer capable of delivering cost effective priced systems to the same market.
There are a limited number of large robotic systems manufacturers with pharma experience; our partner is one of the largest in the world.
Kiosk Manufacturing and Maintenance Risks:
HIPAA and FDA regulations compliant Systems that are currently being used by the U.S. Government and numerous other National Institutions
Developed Proprietary Patient user Interface Software & In progress - Retail Patient User Interface
Talk directly 24/7 with a Pharmacist Via Video Conferencing technology for MEDICATION THERAPY MANAGEMENT (MTM)
Why Would You Consider Purchasing Our Shares? Despite the inherent risks involved related to any new business venture, or specific to this FCFO, we have endeavored to provide substantial benefits in the way we have capitalized our Company and structured this offering:
(1) We are capitalizing our Company to provide Shareholders now, and in the future, with beneficial features compared to other new technology related offerings, such as enabling FCFO Shareholders to elect a member of our Board of Directors;
(2) We are providing Shareholder terms and features in this FCFO not usually offered by new Technology Industry companies, such as preemptive rights, super-voting rights, and convertibility at super-voting-multiple levels;
(3) We are taking specific disclosed actions which could redeem your Secured Preferred at 140% of your Purchase Price in the aggregate Stated Value of the Preferred of this FCFO in a shorter time frame than in comparable new technology industry offerings; although there is no guarantee we will be able to redeem or resell your Preferred Shares.
(4) We are planning for and disclosing our intent to list our shares, both common and preferred, on a National Stock Exchange, like the New York Stock Exchange MKT (“NYSE MKT”), which was the acquired American Stock Exchange previously, or the Capital Markets platform of the NASDAQ, or the Chicago Stock Exchange (“CHX”), if the CHX remains a domestic or member owned entity; as soon as we deploy at least $30 million in equity paid in capital from any and all sources;
(5) We are utilizing a portion of the proceeds of the MIN or MAX of this FCFO to finance the activities required to file a Regulation A Federal exemption Offering for up to $50 million dollars as soon as practical subsequent to the completion of this FCFO; and,
(6) We successfully deployed our Smart PharmAssist®™ Kiosks commercially in a Florida market that has historically been one of the leading pharmaceutical demand areas for the last two decades, our initial target market for development of locations for our Kiosks; and we expect to expand into other states as soon as capital availability permits;
(7) We have over $2 million in cash as of the time of this filing, so we are currently expanding into a large existing market for pharmaceutical services with new technology that works and is commercially operating in Florida, where doctors, medical office buildings, their offices and clinics, as well as retail stores and hospitals, are realizing the applications of the Kiosks for the benefit of both their patients and physicians, as well as the revenue and cost savings that may potentially result.
All the above benefits, while planned and structured to be superior benefits than many comparable new technology offerings, may not result in your gain if we fail to achieve any of our goals despite our best good faith endeavors. This is an inherent risk in any new venture. See Risk Factors in our Offering Circular.
We expect to have installed at least 25 TO 28 Kiosks in 2017, from activities after this Offering, assuming our current endeavors continue at an approximate similar rate, but there can be no assurance that these proforma good faith projections will actually transpire.
NO Kiosks’ installations of the 25 to 28 in 2017 are dependent upon our raising any other funding from our planned REG A offering, as they may be capitalized from both some of the proceeds of this FCFO and Founders’ contributions, but predominantly from cash flow on our current and about to be installed Kiosks.
Each Kiosk installed should produce approximately between $700k to $1.6 million in annual prescription based revenues, not including revenues from our Wellness and Weight Program activities, depending upon the gross revenue per prescription and the type and number of medications prescribed, and the frequency and term of refills. For instance, an orthopedic patient requiring 2 or more refills of a joint-type moderate priced medication would produce more revenue for us than an internist or family practice patient whom is obtaining a less expensive prescription for a virus infection required just once with no refills. The range above assumes that all our Kiosks are 4 physician family or internal medicine practices prescribing lower priced medications in less frequency and with fewer refills than specialty medical practices, even though we should be installing Kiosks in all types of specialty practices as well.
Based upon the phase-in rate of new installations of Kiosks over the next 9 months of 2017, as well as new patients entolled in our Wellness and Weight program, where contracts earlier in this year would produce revenues for more months than installations and contracts later in this year, our average good faith proforma projected gross annual revenues of between approximately $15.1 and $18.5 million for the 25 to 28 proforma projected Kiosks should produce cumulative EBITDA in 2017 from these revenues of between approximately $2.5 to $3.9 million, including all operating and headquarters expenses.
These proforma projected 25 to 28 Kiosks revenues and EBITDA approximate ranges by the end of 2017, as stated above, are dependent upon the mix, amounts, frequency, and profitability of the types of prescription medications prescribed by the physicians in that location, and to a lesser degree by the rate of refills, but are not dependent upon the proceeds of our planned REG A offering. If we installed only 10 Kiosks, we could still be profitable for 2017, or if our mix was at the lowest levels of utilization, average revenue per prescription, and lower refills, we could still be profitable in 2017, since most of our costs are directly related to the Kiosks and their operation and management, and therefore our expenses are controllable between now and the time we phase-in each installation. There can be no assurance we will reach our expectations in spite of our best commercial efforts to do so, and we may incur expenses or non-business related, or nature related, occurrences later this year that we currently cannot envision, which would negatively impact our progress and business.
After this Offering, we expect to further expand our installations and development of Central Processing facilities, which we would complete from our next offering proceeds, or some debt and other sources of capital if the planned REG A offering does not transpire.
There are so many potential physicians’ practices and medical offices’ buildings that would accommodate our Kiosks and improve both physicians’ practice revenues and patient experiences in medication fulfillment that we could not realistically achieve an estimate of the potential for our installations. When we add retail locations, hospitals, and clinics, the expansion opportunities become difficult to quantify.
Our planned REG A Offering will be conducted in a traditional underwritten Broker Dealer sales environment, on a best efforts basis, by a syndicate of experienced co-managers who have sold under-$50mm public offerings of smaller issuers, with help from multiple Portals currently administering some other REG A offerings. A Key advantage of the REG A new Rules is that the securities offering may be advertised and sold nationally to unaccredited investors, expanding the number of Potential investors who could invest smaller amounts of capital than traditional public offerings through an S-1 type filing. Since we expect to install in later 2018 many of our 225-total medication sized Kiosks with special proprietary fully automated user interface, in retail stores and grocery chain stores, which will be utilized by a larger group of patients, we believe the proliferation of the retail market is matched well with the public forums and advertising of the REG A Offering, so that both our services and Kiosks operations, and our planned REG A offering, will be mutually exploited within all compliant guidelines.
The expected Use of Proceeds for the REG A should enable us to accelerate our installations, become active internationally, complete both Central Processing Facilities and regional locations, and finish development for large users like hospitals and our government & military.
Our Prescription Benefit Management contracts, which have already commenced revenue in 2017, are important growth sources because they are independent of our Kiosk business, and represent a 60% net profit margin business for us.
National mail order services are expected to be an additional contributor to our overall revenue growth in 2018.We will require additional funding from either this FCFO or the REG A Offering or other sources to expand into mail order pharmacy prescriptions fulfillment.
We will be increasing the number of both pharmacists and pharmacy technicians employed directly by us as we ramp up installations, and gradually increase software and IT technicians. However, our systems are not labor intensive, and we produce a modest number of new jobs considering the revenue gains based upon new Kiosk installations. PBM Contract growth fuels likewise moderate job growth in professional administrative roles. Our Wellness and Weight Loss programs require modest updating and software maintenance and development.
WE HAVE OVERCOME initial commercialization phases and are in full production mode for all three revenue streams; our Kiosks, our Prescription Benefit Management and our Wellness and Weight Program.
NO Kiosks’ installations of the 25 to 28 we expect to install in 2017 are dependent upon our raising any other funding from our planned REG A offering, as they may be capitalized from both some of the proceeds of this FCFO and Founders’ contributions, but predominantly from cash flow on our current and about to be installed Kiosks.
The 10 Kiosks we have or will shortly have installed should produce a profit for us even if we didn’t install more than those 10 this year, combined with our other Programs’ revenues, should produce both positive cash flow and EBITDA for 2017.
At the time of our filing, we can find no other Title III REG CF offering on any Portal offering crowdfunding shareholders the beneficial features of a seat on the board, early redemption of secured preferred, common stock preemptive rights, super-voting rights, and convertibility into multiple shares at the occasion of an Exchange listing. We believe these are outstanding benefits for crowdfunding shareholders.
For your investment of $1,000 in this CF Offering (100 shares):
We have structured your investment in our Series CF Secured Preferred to be purchased at $9.965 per share and redeemable at $14 per share, secured by the assets purchased by your investment, and have restricted all other redemption's to occur after your Preferred is redeemed, which we plan to redeem in our REG A planned offering later this year or early next year, depending upon how long it takes us to obtain the costs that filing and initial marketing.
We have provided the “kicker” of 35 shares of our Class CF voting common shares with each 100-share purchase of our Preferred, at Par Value of $0.0001 / share, or $0.003 for the 35 shares, with a 7X multiple when, and if, we execute our plan to file an IPO on the NYSE, NASDAQ, or CHX about a year after we complete at least $30mm in capital from our planned REG A Offering, or any other sources. That means the 35 Class CF shares you receive now would be converted into 245 shares of the listed IPO.
Your Class CF shares have preemptive rights to protect you until we provide liquidity event(s) and super-voting rights at the same 7X multiple, i.e., you have 7 votes/share now, or 245 votes for each 35 shares, and will have 245 votes with 245 shares after conversion.
Our CF Offering Closes: Once we reach the minimum investment of $220,000 we will inform investors and 48 hours later request funds from Escrow. This process will continue at each increment of $100,000. This will add to our capital and be used to continue our growth plans throughout the offering period.
Our Book assets are growing in value as we increase our installations of Kiosks and EBITDA from them. Your shares are a part of substantive value added to the Company prior to your investment.
We are at a period in our growth cycle that is less risky than our prior Original, Corporate Partners and Founding investors, since we have products and services installed and operating, that to date are in sufficient demand for us to build reasonable proforma projections, despite not yet deploying a statewide or regional sales force. Reg CF shareholders in this FCFO are positioned from a timeline basis to reap a potentially more expeditious return on investment a well as return of investment, than our past Shareholders. Risks involved in expansion phases for any company can be just as severe as earlier stage companies. We endeavor to reduce the likelihood of such risks, but we cannot assure you that we will be successful.
We have not attempted to conduct any offering for additional capital as of the date of this Filing, and have other means and methods of capitalizing the company other than this FCFO Offering. Our Board and Management believes this FCFO Filing is the least expensive and expedient method to obtain up to $1,000,000 at the time of this Filing. The $1,000,000 at the MAX of this FCFO, is under 4% of our assets, despite the redemption right at $1.4mm, but our “kicker” of the 35,000 Class CF voting common is over 5% of our voting common. Upon the planned redemption of $1.4mm, you will still have the Class CF common after a return of capital and a 40% return on that investment. There can be no assurance that we will be able to redeem your preferred either according to our plans, or at all.
If none of our offering efforts and endeavors raise the amounts of capital we seek, we will continue to install more Kiosks, but not as quickly as if we had acquired access to more expansion capital. We will also pursue more joint ventures with other parties as necessary, which will have the effect of increasing our revenues and profits more quickly, albeit in less amounts than non-shared locations. We have identified several such joint venture potential partners, some of whom contacted us first, but we do not have any agreements finalized at the time of this Filing.
We have chosen not to borrow money from banks, or other financial institutions at this time, but we could do so since our assets, revenues, the nature of our pharmaceutical inventories and other hard assets, make us eligible under traditional borrowing criteria.
Our relationships with our robotic equipment manufacturer and exclusive contract thereby, and with our diagnostic pharmacy partner and contract, provide us with both significant economic and competitive advantages going forward. We have already realized benefits to date from these important Industry shareholders and investors, and the more Kiosks we install, the greater the value of our relationships and contracts.
As reported in our reviewed financials of 2015 & 2014, we have an approximate $5.6mm tax loss carry forward from 2015, and expect to have over a $8 mm tax loss carry forward from 2016. New Shareholders now and going forward, will benefit from this loss carry-forward in that our future taxable income will be reduced by this amount, so we will pay less tax in the future for which new shareholders didn't lose any of their equity in the Company to subsidize those past losses.
Our Three revenue streams are already in their growth and expansion stage. We achieve an internal infrastructure stability when we have installed about 35 Kiosks, or revenues from all 3 revenue streams equal to 35 Kiosks. At that point, intrinsic growth and expansion could be achieved at a moderate pace without equity funding from offerings.
Our planned REG A offering, in two tranches approximately 3 to 6 months apart, would not only redeem the FCFO PREFERRED, and if sufficient proceeds were available, the nominal other Preferred scheduled AFTER the Series CF, but would significantly accelerate our expansion and complete our nationwide and international capabilities, while allowing us to conduct a listed IPO within 12 to 15 months after the REG A.
Worldwide development of our services is looming on the horizon as a realistic possibility upon access to required capital, which amounts are not unreasonable. We expect to be in the Caribbean, Central America and India by 2019, depending upon capital availability, and to a lesser extent upon availability of certain professional employees. We have planned that further worldwide expansion would be accomplished with proceeds from our future planned IPO.
Sandeep Mathow, Chairman of the Board, CEO; RRT, CFP, CHO. 44. Founder of SRXS, designer and creator of the Smart PharmAssist®™ Kiosks, which are the first and only "on demand" robotic dispensing systems for prescription and OTC medications that can accurately dispense non-prepackaged vials as individually prescribed. He has an undergraduate degree in BioChemistry from the University of California, Berkeley, and an Associate's Degree in Respiratory Therapy from Orange Coast College. He began systems and equipment development in 2004, and operations of Smart RX Systems Inc. in 2013.
Prior to joining SRXS, Mr. Rohatgi has been a C-Level strategist, finance, operations and transformation and consultant with over 25 years of experience leading turnarounds and driving growth, for both Fortune 500 technology and global technology start-ups. He has managed multi-functional teams and large scale projects, supported mergers and acquisitions, devised strategic plans and actions for investors and corporate stakeholders. He has held various management positions at NCR, AT&T, Universal Credit Card, Fore Front, and Celox, including over 20 years as a CFO.
Dr. Patel is a clinical pharmacist licensed in 6 states, with over 18 years of clinical and management experience in the Medical and Pharmaceutical industries, including chief of operations at Florida Hospital Home Infusion Pharmacy. She received degrees from the University of Georgia, with Honors.
A frequent lecturer, speaker, panelist and author, his 44 year career in the securities industry is equally portioned between the Tier I group during his over 18 years with Merrill Lynch in 7 different national, regional and local management positions, as well as over 25 years in ownership and development of 2 independent investment banking firms focused upon emerging growth companies. His financial engineering experience spanning four decades includes investment banking, regulation and law, corporate finance, marketing financial products, syndication and offering distribution, advising corporate reporting clients, other member firms and trade associations, with working relationships spanning over 300 other member firms that are associated with all major securities industry trade associations. He holds numerous trade association designations and has served on Boards of the larger non-profit industry organizations. He has degrees from University of Maryland and Pace University, as well as certificates from numerous securities and tax post-graduate programs for securities industry executives.
Dr. John Agwunobi, M.D. is SRXS Advisor to the management team.. Dr. John Agwunobi, a pediatrician by training, was president of Health and Wellness including Pharmacy
operations at Wal-Mart. In 2007 he helped the retailer crack into the multibillion-dollar health-care business, where he oversaw more than 4,000 Wal-Mart retail pharmacies and 2,500 optical centers. He led the store chain's expansion of its successful $4 generic drug program, a growing Medicare prescription drug plan with hospital operator Humana
Inc, and a push to offer vaccinations for infectious diseases at its stores.
|Detailed Use of Proceeds:||The purpose of this FCFO is to provide capital required to accomplish the following: At the MIN, we plan to use the Initial Closing proceeds of $220,000 as follows: Approximately $25,000 (approximately 11% of the MIN) will be utilized to retain counsel and auditors, and other due diligence professionals, as well as equipment appraisers, independent valuation firm(s); and, Approximately $95,000 (approximately 44% of the MIN) will be utilized to purchase computers and site preparation to install and provision our prescription services’ dispensing software and operations initially in additional suitable Florida locations; Approximately $100,000 (approximately 45% of the MIN) will be utilized to fund retaining the agents, professionals, consultants, and employees to fulfill the duties assigned by our Officers and Board of Directors; paying the Portal site administrative fees for the Initial Closing costs; paying some of the amounts due to contractors relating to this FCFO: for travel expenses related to personnel involved in the activities contemplated as outlined above and below in this UOP section; and for minimal office expenses, software, graphics and clerical support; and pay some of the organizational costs not already pre-paid by Original or Founding Shareholders of preparing and filing a Regulation A public offering FORM 1-A filing (“REG A”) with the US Securities and Exchange Commission (“SEC”), for an expected amount of $50,000,000. None of the proceeds of the MIN shall be utilized to repay any pre-FCFO expenses loans or advances made by Original Shareholders. After the MIN $220,000, We will use each subsequent $100,000 or greater amount, based upon the actual amounts over the $100,000 required to be in our Escrow Account at each Interim Closing, in about the same pro-rata amounts (percentages of each $100,000 or oversubscriptions of each Closing below the MAX) and priority as described in the next paragraph, except that at the occurrence of each Interim Closing of $100,000 or more, our Escrow Agent and our Portal will first deduct their fees to which they are entitled, and our Transfer Agent would record the Shares for the newly admitted Shareholders, and be paid their respective fees. In each Interim closing, only costs and fees related to the newly admitted Shareholders of that respective Interim Closing shall be paid to the Portal, the Escrow Agent or the Transfer Agent. Based upon the guideline intended percentages represented in the illustration of Use of Proceeds presented below, by various expense line items, after the fees due at each Closing, we would expect that approximately 50% to 55% would be utilized for the line expense categories under the Heading “SRXS CENTRAL SYSTEMS…”, and approximately 45% to 50% would be utilized for the line expense categories under the Heading “Pre-Offering Costs of REG A…”; of those net proceeds of each $100,000, or more if oversubscriptions at each Interim Closing are available. We plan to use the subsequent Closings proceeds of up to $780,000 as follows: All the subsequent Closings proceeds, except for fees charged for the administration of the Portal through any Interim Closings until the Final Closing; for Transfer Agent and Escrow Agent fees through any Interim Closings until the Final Closing; for the payments due to contractors related to the planning, preparation and marketing of this FCFO; and for the auditing of the financial statements of the Company; shall be utilized to pay: (1) Installations of more Kiosks’ and related costs; and (2) Software and hardware related to the expansion of the Kiosks’ capabilities, administration and management; and, (3) Central Control processing servers and attendants; and (4) the remaining expenses, some of which have been pre-paid or advanced by Original Shareholders and the Company, and would be repaid, of preparing, filing and marketing the planned REG A with the SEC; and, (5) architectural, engineering and site preparation costs for our Central Control facility. Whether the MIN or the MAX is attained, our current cash position in excess of $2mm at the time of the SEC filing of our Form C, as amended, will last us well into 2018, and our revenues will sustain us irrespective of additional paid in capital from any sources.|
|Description of Security:||For each $1,000 invested you receive 100 convertible Preferred shares ($9.965 each), redeemable for $14.00 at the next financing and 35 common voting shares redeemable at 7X at an IPO or exit.|
|Name of Securities being sold:||SmartRX Securities|
|Price Per Share/Unit:||$10.00|
|Total Fully Diluted Existing Shares/Units:|
|Common (or LLC units)||648,400|
|Total Outstanding Shares||3,090,835|
|New Shares being Offered:|
|New shares being offered (Minimum Goal)||22,000|
|New share % (on Minimum Goal)||1.2%|
|New shares being offered (Maximum Goal)||100,000|
|New share % (on Maximum Goal)||5.2%|
|Maximum Amount per Investor:||$|
|Website location for Annual Report:||www.smartrxsystems.com/annualreport|
|Transfer Agent:||ClearTrust, LLC, an SEC LICENSED TRANSFER AGENT IN TAMPA fLORIDA|
As an early stage company our stock is only suitable for persons or entities that can afford the risk of losing their entire investment. Financial conditions and operating results could be adversely affected by any of a number of unknown and unforeseeable factors. Additional risks and uncertainties not currently known, or that are currently thought of as immaterial, may also impair business operations. An additional risk relates to minority ownership by Investors. Having a minority interest limits an Investors ability to make any decisions and all investors should consider this risk and assess their confidence in the management team to make prudent decisions in the interest of all stakeholders.
The Securities may not be transferred by any investor during the one-year period beginning when the Securities are issued, unless the Securities are transferred: (i) to the Issuer; (ii) to an “accredited investor” as defined in Rule 501(a) of Regulation D; (iii) as part of an offering registered with the SEC; or (iv) to a member of the family of the investor or the equivalent, to a trust controlled by the investor, to a trust created for the benefit of a member of the family of the investor or the equivalent, or in connection with the death or divorce of the investor or other similar circumstance. In addition, there is no ready market for the sale of the Securities and it may be difficult or impossible for an investor to sell or otherwise dispose of the Securities. Furthermore, the investors are not permitted to assign the Securities without the Issuer’s prior written consent.
|Issuer Legal Name:||SMART RX SYSTEMS, INC.||Company type:||C-Corp|
|State of Incorporation:||Florida||Year Founded:||2013|
|Contact Name:||Michael Scillia||Title:||CORP. SECRETARY|
|Address:||4290 South Highway 27||SUITE 101|
$220,000 minimum goal
$1,000,000 maximum goal
202 days left to end funding
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