Nava Health MD (NAVA) S-1/AIPO registration (amended)

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.

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.

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,

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.

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.

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.

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 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.

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 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

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.

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.

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.

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.

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

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.

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

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.

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 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.

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.

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

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.

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.

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.

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

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.

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.

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.

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,

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.

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 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.

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.

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

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.

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:

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 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.

Immediately after this offering, Ascend One will beneficially own 68.2% 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 69.8% 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:

Upon completion of this offering, our controlling stockholder, Ascend One, will control 68.2%, or a majority, of our outstanding common stock. As a result, we will be a “controlled company” within the

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.

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 $5.73 per share, representing the difference between the assumed public offering price of $6.00 per share, 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 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 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. 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 (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:

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 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 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:

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

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.

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:

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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

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.

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

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:

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:

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.

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.

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.

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

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.

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.

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

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.

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.

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.

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

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.

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.

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

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.

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.

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.

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

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

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

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

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:

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.

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.

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.

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:

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.

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

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.

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.

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.

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.

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”).

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.

In connection with this offering, we plan to adopt a new equity incentive plan, the 2023 Equity Incentive Plan (the “2023 Plan”). The principal features of the 2023 Plan are summarized below.

Shares issued under the 2023 Plan will be authorized but unissued shares of common stock. Shares subject to awards granted under the 2023 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 2023 Plan. Additionally, shares issued pursuant to awards under the 2023 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 2023 Plan.

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 2023 Plan. In addition, subject to the terms of the 2023 Plan, the administrator also has the power to modify outstanding awards under the 2023 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.

The administrator determines the term of stock options granted under the 2023 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.

The administrator determines the term of SARs granted under the 2023 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.

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.

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:

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.

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.

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 76,397 shares of common stock.

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 $616,036 under the Professional Services Agreement.

agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity. Our Bylaws 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 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.

The following table sets forth certain information regarding beneficial ownership of our common stock as of the date of this prospectus by (i) each person (or group of affiliated persons) who is known by us to own more than five percent (5%) of the outstanding shares of our common stock, (ii) each director and executive officer, and (iii) all of our director nominees, executive officers as a group. As of the date of this prospectus, there were 12,500,000 shares of our common stock issued and outstanding.

Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person currently owns or has the right to acquire within 60 days of the date of this prospectus. With respect to options and warrants, this would include options and warrants that are currently exercisable within 60 days. With respect to convertible securities, this would include securities that are currently convertible within 60 days.

Except as indicated in the footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders. Unless otherwise indicated, the address for each director and executive officer listed is: c/o Nava Health MD, Inc., 9755 Patuxent Woods Drive, Suite 100, Columbia, MD 21046.

After giving effect to the Corporate Conversion and upon completion of this offering, our authorized capital stock will consist of 100,000,000 shares of common stock, par value $0.01 per share.

After giving effect to the Corporate Conversion to be effected on consummation of the Offering, there were 33 holders of record of our common stock. As of February 13, 2023, there were 12,500,000 shares of common stock issued and outstanding.

The following description of our capital stock and provisions of our Charter and Bylaws to be effective upon the completion of this offering is only a summary. You should also refer to our Charter, a copy of which is filed as an exhibit to the registration statement of which this prospectus is a part, and our Bylaws, a copy of which is filed as an exhibit to the registration statement of which this prospectus is a part.

Our Charter provides that we are authorized to issue up to a total of 100,000,000 shares of common stock, par value $0.01 per share. Holders of our common stock are entitled to one vote for each share held on all matters upon which stockholders are entitled to vote. Holders of our common stock have no cumulative voting rights.

Further, holders of our common stock have no pre-emptive or conversion rights or other subscription rights. Upon our liquidation, dissolution or winding-up, holders of our common stock are entitled to share in all assets remaining after payment of all liabilities subject to any liquidation preferences of any then outstanding series or shares of capital stock. Subject to preferences that may be applicable to any then outstanding shares of capital stock, holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our Board of Directors out of our assets which are legally available. Each outstanding share of our common stock is, and all shares of common stock to be issued in this offering when they are paid for will be fully paid and non-assessable. Under Maryland law, stockholders generally are not personally liable for our debts or obligations solely as a result of their status as stockholders.

The holders of a majority of the shares of our capital stock, represented in person or by proxy, are necessary to constitute a quorum for the transaction of business at any meeting. If a quorum is present, an action by stockholders entitled to vote on a matter is approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, with the exception of the election of directors, which requires a plurality of the votes cast.

Under the Maryland General Corporation Law (the “MGCL”), a Maryland corporation generally cannot dissolve, amend its charter, merge, convert, sell all or substantially all of its assets, engage in a statutory share exchange or engage in similar transactions outside the ordinary course of business unless declared advisable by a majority of its board of directors and approved by the affirmative vote of stockholders holding at least two-thirds of the shares entitled to vote on the matter unless a lesser percentage (but not less than a majority of all the votes entitled to be cast on the matter) is set forth in the corporation’s charter. Our charter provides that these actions (other than certain amendments to the provisions of our charter related to the removal of directors which will require two-thirds of the votes entitled to be cast) may be taken if declared advisable by a majority of our Board of Directors and approved by the vote of stockholders holding at least a majority of the votes entitled to be cast on the matter. However, Maryland law permits a corporation to transfer all or substantially all of its assets without the approval of the stockholders of the corporation to one or more persons if all of the equity interests of the person or persons are owned, directly or indirectly, by the corporation.

Our Charter and our bylaws (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:

We are registering the Selling Stockholders Shares. The Selling Stockholders are offering an aggregate of 1,381,938 shares of Common Stock. (See Plan of Distribution).

The table below lists the Selling Stockholders. The first column lists the number of shares of Common Stock beneficially owned by each of the Selling Stockholders, as of September 30, 2022. After giving effect to the Corporate Conversion, as of September 30, 2022, 12,500,000 shares of the Company’s Common Stock were issued and outstanding, after giving effect to (i) the Corporate Conversion to occur immediately prior to the effective date of this offering and (ii) the Debt Conversion and excludes as of such date: (i) 2,000,000 shares of common stock reserved for future grants pursuant to our 2023 Equity Incentive Plan (subject to increase under the 2023 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), and (ii) 101,250 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).

The second column lists the shares of Common Stock being offered by this prospectus by the Selling Stockholders. None of the Selling Stockholders are officers or directors of the Company. The Company has agreed to pay all of the expenses of this registration, and the Selling Stockholders will not contribute to the costs. The underwriters are not underwriting the shares of the Selling Stockholders.