Offering Summary
| Term | Description |
|---|---|
| Issuer | Cardio AI, a Delaware corporation |
| Security Type | Convertible Promissory Notes |
| Offering Amount | Up to $3,000,000 |
| Minimum Investment | $250,000 per investor |
| Initial Closing | $3,000,000 (full offering, single closing) |
| Expected Closing | February 2026 |
| Use of Proceeds | Beta program launch (10 sites), customer acquisition, working capital |
Key Investment Terms
Interest Rate
6% per annum (simple)
Maturity Date
24 months from issuance
Conversion Discount
10%
Valuation Cap
$15,000,000
Qualified Financing
$5M+ equity raise
Security
Unsecured
Most Favored Nation
Yes
Prepayment
With consent
Conversion Mechanics
How the Note Converts
Upon a Qualified Financing (equity raise of $5M or more), the Note converts to equity using the lower of two conversion prices:
1. Discounted Price: Series A price × 90% (10% discount)
2. Capped Price: $15M valuation cap
Investors get the better deal, ensuring maximum equity upside.
1. Discounted Price: Series A price × 90% (10% discount)
2. Capped Price: $15M valuation cap
Investors get the better deal, ensuring maximum equity upside.
📊 Example: Series A at $100M Valuation
Investment: $250,000 convertible note
Interest Accrued (12 months): $250,000 × 6% = $15,000
Total Converting: $265,000
Interest Accrued (12 months): $250,000 × 6% = $15,000
Total Converting: $265,000
Option 1 - Discount (10%):
Series A price: $10.00/share
Your price: $10.00 × 90% = $9.00/share
Shares: $265,000 ÷ $9.00 = 29,444 shares
Series A price: $10.00/share
Your price: $10.00 × 90% = $9.00/share
Shares: $265,000 ÷ $9.00 = 29,444 shares
Option 2 - Cap ($15M):
Cap price: $1.50/share ($15M ÷ 10M shares)
Shares: $265,000 ÷ $1.50 = 176,667 shares
Cap price: $1.50/share ($15M ÷ 10M shares)
Shares: $265,000 ÷ $1.50 = 176,667 shares
✓ Cap is better! You get 176,667 shares
Worth $1,766,670 (6.67x return)
Worth $1,766,670 (6.67x return)
The $15M cap provides significant upside potential if Series A values company above $15M
Company Snapshot
Business Overview
Multi-agent AI platform for cardiovascular diagnostics and care management
Stage: Pre-revenue, 75% technology validated (6 of 8 AI agents complete)
Market: $187B U.S. cardiovascular care market
Stage: Pre-revenue, 75% technology validated (6 of 8 AI agents complete)
Market: $187B U.S. cardiovascular care market
Current Traction
- MVP operational and deployed
- 95%+ average accuracy across validated agents
- Beta program launching Q1 2026 with 10 health system sites
- $25M+ qualified sales pipeline
Near-Term Milestones
- Q2 2026: First pilot customer revenue
- Q3-Q4 2026: $2-5M ARR target
- Q1 2027: Series A close ($25M target)
📈 Projected Financials:
- Year 1 (2027): $51M ARR, $30.6M EBITDA (60% margin)
- Year 5 (2031): $4.75B ARR, $2.85B EBITDA (60% margin)
LTV:CAC Ratio
32:1
vs 3:1 benchmark
CAC Payback
3 months
vs 12-18 months typical
Gross Margin
~90%
Software economics
ARR Growth
93x over 5 years
Hyper-growth trajectory
Leadership Team
🏆 World-Class Executive Team
14 functional team members, all passionate about precision heartbeat detection and cardiovascular care innovation.
Sampson Kontomah
Founder, CEO & Chief AI Scientist-Architect
AI Scientist-Engineer with expertise in Multi AI Agent Based Systems. Personal mission driven by mother's death from heart attack.
Tamanna Nahar, MD
Co-Founder & Chief Medical Advisor
MD, MBA, FACC, FASE. Board Certified Cardiologist with 25+ years of experience. Witnessed patients die from sudden cardiac arrest.
Everlyn Ndirangu
Co-Founder & CFO
Expert in Financial Strategy, AI-Driven Forecasting, and Venture-Scale Growth. Background in Accounting, FP&A Capital Markets.
Syed Khairul Bashar, PhD
Chief Research Scientist
PhD Biomedical Engineering. Expert in cardiovascular health, biomedical signal processing, and wearable technology. Witnessed relative die of heart attack.
Galax Womach
Chief Technology Officer
15+ years of software development excellence marked by automating processes, streamlining deployments, creating new features, and improving security.
Harshal Chalke
Chief AI Officer
Leads AI innovation and research, architecting the foundational models and intelligent systems that power the cardiac diagnostic platform.
Todd Wiltshire
Director of Finance & Investment
30+ years at Morgan Stanley, UBS, Credit Agricole, and Fidelity Investments. Former CFO/CIO of medical device startup.
Avi Patel
VP Engineering
Combines technical expertise with strategic vision to build the infrastructure powering next-generation cardiac care solutions.
Mahitha Vudutha
VP Product
Leads product strategy and innovation, bringing deep technical expertise and product vision to advance AI-powered cardiac care.
🔬 Explore Our Technology:
Visit Interactive Technology Platform →
Visit Interactive Technology Platform →
Explore our 8-agent AI platform, validation results, and technical architecture in detail.
Investment Highlights
🎯 Why This Note is Attractive
- Valuation Cap Upside: $15M cap vs $38M current valuation = 2.5x more equity than today's valuation
- 10% Discount: Additional advantage on Series A pricing (stacks with cap)
- Technology De-Risked: 75% validated (vs typical prototype-stage convertibles)
- Near-Term Conversion: Expected 6-12 months (not 24 months)
- High-Growth Company: 93x ARR growth projected over 5 years
- MFN Protection: Automatic upgrade if better terms issued later
💰 Expected Returns
Bridge to Series A Scenario (12 months)
Current Valuation: $38M (implied)
Note Cap: $15M
Series A Likely: $80-120M valuation
Your Advantage: Cap locked at $15M
Note Cap: $15M
Series A Likely: $80-120M valuation
Your Advantage: Cap locked at $15M
5-8x more equity than Series A investors
5-Year Exit Scenario
Year 5 ARR: $4.75B projected
Exit Valuation: $28-57B (6-12x ARR multiple)
Your Entry: $15M cap valuation
Exit Multiple: 1,867-3,800x on valuation
Exit Valuation: $28-57B (6-12x ARR multiple)
Your Entry: $15M cap valuation
Exit Multiple: 1,867-3,800x on valuation
Potential 500-1,700x cash return
The combination of $15M cap + near-term Series A + hyper-growth trajectory creates exceptional return potential
Key Risk Factors
⚠️ Important Considerations
This is an early-stage investment in a pre-revenue company with substantial risks including:
Investment Suitability: Only suitable for accredited investors who can afford to lose their entire investment.
- No revenue or proven business model yet
- Technology validation still in progress (2 agents pending)
- Highly competitive healthcare AI market
- Regulatory and compliance uncertainties
- Depends on successful beta program and customer acquisition
- Series A financing not guaranteed
- Limited liquidity - restricted securities
- Aggressive growth projections may not materialize
Investment Suitability: Only suitable for accredited investors who can afford to lose their entire investment.
Investment Process
| Step | Action | Timeline |
|---|---|---|
| 1 | Review term sheet and investment materials | Day 1 |
| 2 | Schedule call with management team | Days 1-3 |
| 3 | Access investor data room for due diligence | Days 3-7 |
| 4 | Complete subscription agreement & investor questionnaire | Days 7-10 |
| 5 | Wire funds (minimum $250,000) | Day 10 |
| 6 | Receive executed convertible note | Day 11 |