HealthCred is in active discussions with a leading institutional investor on a $13M round, expected to close within approximately 65–85 days. The $2M bridge fills the operational window. Minimum investment $500,000. Accredited investors only. At most 4 slots.
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This Mutual Non-Disclosure Agreement (the "Agreement") is made and entered into as of the date of electronic signature (the "Effective Date"), by and between HealthCred Care, LLC d/b/a HealthCred Care Insurance Services, a Florida limited liability company (the "Company"), and the undersigned individual or entity ("Receiving Party").
The Company and Receiving Party are interested in entering into a possible business relationship involving the evaluation of a potential investment in or partnership with HealthCred Care, LLC, including review of its financial projections, operational data, facility contracts, carrier relationships, technology, enrollment methodology, and growth strategy (the "Business Purpose"). The parties desire to enter into this Agreement to provide for the protection of Confidential Information and to restrict its use and disclosure to the evaluation of the Business Purpose.
For purposes of this Agreement, "Confidential Information" means any non-public, confidential, or proprietary information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party"), whether disclosed orally, visually, electronically, or in writing, that is specifically identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, technical data, trade secrets, business plans, pricing, correctional facility partner lists, carrier agreements, enrollment workflows, financial projections, marketing strategies, software, processes, and other information directly relating to the Business Purpose.
Confidential Information does not include information that: (i) is or becomes generally available to the public without breach of this Agreement; (ii) was lawfully in the Receiving Party's possession prior to disclosure; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) is lawfully obtained from a third party not under an obligation of confidentiality.
This Agreement will commence on the Effective Date and each party's obligations hereunder shall continue in full force and effect for a term of three (3) years. Each party's obligations under paragraphs 3, 4, 5, 6, and 9 shall survive termination of this Agreement, and each party's duty to hold the other party's Confidential Information confidential shall continue until all disclosed information no longer qualifies as Confidential Information or until the Disclosing Party sends written notice releasing the Receiving Party from this Agreement, whichever occurs first.
The Receiving Party must only use the Confidential Information in connection with the evaluation of the Business Purpose, unless expressly authorized otherwise by the Disclosing Party in writing.
Each party agrees not to reveal or disclose the Confidential Information to any individual, firm, or entity, other than (i) its respective representatives on a need-to-know basis; and (ii) as required by applicable law, regulation, legal, or administrative process, only after compliance with Section 11 below, without the prior written consent of the other party.
Access to Confidential Information must be restricted to representatives of each party on a need-to-know basis who are engaged in the analysis and discussions concerning the evaluation of the Business Purpose. Each party shall cause its representatives to act in accordance with the terms of this Agreement and shall be responsible to the other party for any breach of this Agreement by its representatives.
Each party will protect the confidentiality of the Confidential Information with no less care than it protects the confidentiality of its own proprietary and confidential information and materials of like kind, but in no event with less than a reasonable standard of care.
The Company has designed proprietary enrollment processes, eligibility workflows, correctional facility integration solutions, and other software solutions. These are considered Confidential Information under this Agreement. The Receiving Party agrees to protect and not disclose or use these proprietary processes for any purpose other than the evaluation of the Business Purpose. Both parties acknowledge that the Company is the sole owner of these proprietary processes and technologies.
Confidential Information will at all times remain the property of the Disclosing Party. No license to use any trademarks, patents, copyrights, or other rights is granted under this Agreement or by any disclosure of Confidential Information under this Agreement.
Upon termination of discussions between the parties, or upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information in tangible form, including all copies thereof, and provide written certification of destruction upon request. Confidential Information maintained in routine electronic backup systems shall remain subject to the confidentiality obligations of this Agreement until deleted.
The Receiving Party acknowledges that Confidential Information may include material non-public information relating to a proposed private placement of membership interests in HealthCred Care, LLC, a Florida limited liability company, exempt from registration under Regulation D, Rule 506(c) of the Securities Act of 1933, as amended. The Receiving Party represents and warrants that it is a verified Accredited Investor as defined in SEC Rule 501(a), that the minimum investment amount is $500,000, and agrees to comply with all applicable federal and state securities laws. This Agreement does not constitute an offer to sell or a solicitation to purchase any membership interest or other security.
If either party is required by applicable law, regulation, legal, or administrative process to disclose Confidential Information, the Receiving Party shall promptly notify the Disclosing Party and tender to it the defense of that demand. Unless the demand has been timely limited, quashed, or extended, the party receiving the demand will thereafter be entitled to comply with such demand to the extent permitted by law.
This Agreement is and will be binding upon the Company and Receiving Party and each of their respective affiliates, successors, and assigns.
Each party recognizes that serious injury could result to the other party and its business if there is a material breach of a party's obligations under this Agreement. The parties agree that each party will be entitled to seek a restraining order, injunction, or other equitable relief if the other party materially breaches its obligations, in addition to any other remedies and damages available at law or equity. The prevailing party in any action brought pursuant to this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.
The validity, performance, construction, and effect of this Agreement will be governed by the laws of the State of Florida, without regard to its conflicts of laws principles. Any disputes shall be resolved in Broward County, Florida.
This Agreement constitutes the entire agreement between the parties concerning the confidentiality and non-disclosure obligations discussed herein and may not be modified or amended other than by a written instrument executed by both parties. The parties each represent that they have read this Agreement, understand it, and agree to be bound by its terms and conditions.
Each provision of this Agreement is independent, and if any term, covenant, or condition shall, to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.
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HealthCred is in active discussions with a leading PE firm on a $13M institutional round, expected to close within approximately 65–85 days. HealthCred also reserves the right to take the full $15M from a single qualified source if the right opportunity presents. The $2M bridge fills the operational window while that process completes. Bridge investors come in first, at deal terms.
Four slots. $500K minimum. Bridge investors come in first — with the institutional PE close behind them. The $2M funds the operational window. Every bridge slot is subject to accredited investor verification.
Every year, more than 7 million individuals move through America's correctional system. The vast majority arrive uninsured — and leave uninsured. Without healthcare coverage at release, the cycle continues: untreated conditions, no follow-up care, no prescription access, and a direct pathway back to incarceration.
HealthCred operates at the exact inflection point — the transition between custody and community — where a single enrollment decision determines whether someone has healthcare access or doesn't. We don't just enroll people. We create continuity of care at the moment it matters most.
Research consistently shows that access to healthcare coverage upon release is one of the strongest predictors of reduced recidivism. HealthCred is infrastructure for that outcome.
2+ years of documented operations across Florida, Georgia, and Alabama. Every metric below is verified and operational — not projected.
Monthly commission receipts from insurance carriers — all documented. $1.83M cumulative. $2.52M annualized run-rate.
Documented enrollment growth across FL, GA & AL — every active life verified and generating monthly carrier commission.
Chart illustrative — growth trajectory based on documented operational data. Actual monthly figures may vary. All figures as of January 2026.
How each enrolled life converts to net contribution. $30 gross PMPM paid directly by carrier → 50/50 split with licensed agency infrastructure partner (InsureCred) → operating cost → net retained. Figures illustrative based on current economics; performance varies by facility and carrier mix.
Beyond monthly PMPM commissions, ACA carriers pay one-time new-enrollment production bonuses during the Annual Open Enrollment Period. These bonuses are additive to regular commissions and represent a concentrated seasonal revenue event — separate from and on top of the recurring PMPM base. Members must remain active for approximately 6 months before the bonus is paid.
| Carrier | States | Bonus / Member | Threshold |
|---|---|---|---|
| Ambetter Health | FL, GA | $50–$100 | 75–100+ members |
| Ambetter Health | AL | $50–$100 | 50–75+ members |
| Oscar Health | FL, GA | Per-member | Nov enrollments |
| Additional carriers | Varies | Carrier-specific | Carrier-specific |
The $2M bridge and the $13M institutional round are designed together — two tranches, one capital plan. Bridge capital deploys immediately upon close. Every dollar has an assigned operational outcome.
The full $15M is deployed as one coordinated capital base. Every dollar — institutional and private — funds the same expansion: lives enrolled, facilities onboarded, and ARR grown.
Every dollar allocated to a specific operational outcome. No fluff. Capital is deployed as a coordinated $15M base — bridge and institutional together — with each bucket benchmarked to comparable government healthcare and corrections infrastructure companies.
At the moment of booking and release, Medicaid and ACA eligibility changes — creating an enrollment window that exists for every single person moving through a correctional facility. No company had systematically captured it at scale. Until HealthCred.
HealthCred operates at the transition point — embedded inside correctional facilities, enrolling individuals at the exact moment their coverage eligibility is triggered. The result: insurance carriers pay commission. Facilities reduce healthcare costs. Individuals get coverage.
No claims risk. No underwriting risk. No balance sheet exposure. Commission paid directly by carriers within ~30 days.
Prior enrollment workflows only monetized new enrollments. The existing covered population — nearly half of all applicants — was left on the table. HealthCred's dialer integration changes that in 2026.
HealthCred targets non-Medicaid-expansion states first — where ACA marketplace penetration is highest and correctional enrollment urgency is greatest. Texas alone has 700+ county jails, 254 counties, and the highest concentration of uninsured incarcerated individuals in the country. The institutional raise funds the beachhead. The beachhead proves the model at volume. 11 states follow through the same playbook.
Two known competitors operate with largely manual workflows — fax, email, spreadsheets, phone calls. Manual documentation increases reversal risk and limits scalable multi-facility throughput. HealthCred is not a manual operation. It is a platform.
| Capability | Manual Competitors | HealthCred |
|---|---|---|
| Workflow | Fax / email / spreadsheets | System workflow + CRM |
| SEP Proof | Manual documentation | Automated audit trail |
| Throughput | Human-limited | Dialer + kiosk acceleration |
| Data | Fragmented | Lifecycle tracking |
| JMS Integration | None | SmartCOP — direct system integration |
| Scale | Limited geography | Multi-state template |
HealthCred's integration with SmartCOP involves custody data and PII — the same data environment that triggers FBI CJIS Security Policy requirements. Rather than treat compliance as a checkbox, HealthCred has proactively built a security and compliance architecture designed to meet the standards required for direct government contracting.
HealthCred's kiosk program (funded within the $3.45M Technology & Digital allocation) installs facility-facing hardware that removes staff dependence from the enrollment workflow. The result is faster throughput, higher conversion rates, and a lighter operational footprint per facility. Target deployment: 700 kiosks as part of the institutional round buildout.
The policy environment isn't just friendly to what HealthCred does — it is actively mandating it. Federal legislation, state waivers, and a growing county cost crisis are combining to create the largest window of opportunity this market has ever seen.
The National Commission on Correctional Health Care (NCCHC) Standard J-E-10 requires facilities to assist incarcerated individuals with health insurance applications prior to release. HealthCred operationalizes that requirement — converting a compliance burden into a carrier revenue stream.
With bridge capital deployed and the full $15M raised, HealthCred's trajectory is defined by a simple equation: more facilities, more lives, more recurring revenue.
Participation base = gross commissions less $5.00 PMPM reserve (~$25.00 net). 18% participation until $15M returned, then 5% until $45M total. Illustrative only — assumes linear scale and steady monthly collections. Actual results may differ materially.
Assumes 8% of sale proceeds count toward the $45M cap. Values are illustrative and exclude taxes/working capital timing. Cap shown for clarity; definitive terms govern.
HealthCred's growth is not linear — it's staged. Each stage unlocks the next. The bridge round funds Stage 2. Stage 2 demonstrates the revenue that positions HealthCred to unlock Securus distribution and deepen the Equifax engagement into a joint acquisition channel. The compounding effect creates a path to national scale faster than any competitor could replicate.
Senior law enforcement leaders whose institutional relationships and public safety credentials form the backbone of HealthCred's facility access strategy.
HealthCred works with nationally recognized carriers to activate ACA coverage. Revenue is generated through direct carrier commission payments — paid within approximately 30 days of enrollment activation.
HealthCred has been featured in the American Jails magazine — the authoritative publication of the American Jails Association — for leadership in correctional healthcare infrastructure across four consecutive issues.
Letters on file. Savings reflect county-reported reductions in uncompensated care associated with post-release coverage activation; methodology available upon request.
HealthCred operates in a regulated environment. Each risk below has been identified, assessed, and addressed with a funded, operational mitigation. These are not theoretical responses — the capital raised funds each of them directly.
Mitigations are directly funded via Use of Proceeds pillars (QA, compliance, training standardization, distribution control). This is not a list of future intentions — these are funded operational positions.
Four slots. $500K minimum. Bridge investors come in first — and because of that, they earn the most. The participation rate floats: whoever is in the round earns a pro-rata share of the full 18% pool based on their position in the capital stack. As additional capital fills toward the $15M institutional close, the aggregate rate pools proportionally — but bridge investors' economics are locked from day one. No equity is transferred. Chad R. LaBoy retains 100% ownership and governance.
| Capital in Round | Pool Rate (AGC) | $500K Investor Share | $1M Investor Share | $2M Investor Share | Stage |
|---|---|---|---|---|---|
| $500K (1 investor) | 18.0% | 18.0% | — | — | Bridge Open |
| $1M (2 investors) | 18.0% | 9.0% (pro-rata) | 18.0% (pro-rata) | — | Bridge Filling |
| $2M (bridge full) | 18.0% | 4.5% (pro-rata) | 9.0% (pro-rata) | 18.0% (pro-rata) | Bridge Full |
| $8M (partial inst.) | 18.0% | 1.1% (pro-rata) | 2.3% (pro-rata) | 4.5% (pro-rata) | Inst. Ramp |
| $15M (fully raised) | 18.0% | 0.6% (pro-rata) | 1.2% (pro-rata) | 2.4% (pro-rata) | Full Round |
| After $15M returned | 5.0% | Pro-rata allocation continues at reduced rate until 3× cap per investor | Post-Return | ||
| Bridge Round | $2,000,000 — closes first, deploys immediately |
| Institutional Follow | $13,000,000 — leading PE firm, active diligence, expected close within ~65–85 days. HealthCred reserves the right to take the full $15M from a single qualified source if the right opportunity presents. Subject to final documentation. |
| Total Raise | $15,000,000 (bridge + institutional) |
| Minimum Investment | $500,000 — up to 4 bridge slots |
| Investor Type | Accredited Investors Only (SEC Rule 501) |
| Equity Transfer | None. Chad R. LaBoy retains 100% ownership and governance. No board seats, no voting rights, no cap table dilution. |
| Instrument 1 — Revenue Participation | Floating pro-rata share of 18% AGC pool. Individual rate = (your capital ÷ total capital) × 18%. Steps to 5% after $15M returned. Capped at 3× per investor. |
| Instrument 2 — Profit Rights | Contractual % of net profits from insurance enrollment operations. Pro-rata by investment size. Runs concurrently with revenue participation. Outside revenue cap. |
| Instrument 3 — Exit Participation | Contractual % of transaction proceeds in any acquisition or liquidity event. Additive to distributions received — not a substitute. Protects investors at exit regardless of revenue distributions to date. |
| Revenue Return Cap | 3× invested capital per investor (e.g., $500K → $1.5M cap on revenue participation) |
| Distributions | Quarterly, from existing carrier commission revenue |
| Adjusted Gross Commission | All carrier payments actually received — including monthly PMPM commissions and carrier production bonuses (e.g., Open Enrollment Period bonuses of $50–$100 per qualifying member) — less the $5 PMPM operating reserve. AGC is not a fixed or guaranteed amount; it varies by carrier, state, plan type, and policy year. Carrier AOR transfers may interrupt individual-level commissions. Investor distributions reflect actual AGC received each quarter, inclusive of any bonus payments received during that period. |
| Expected Close | Q2/Q3 2026 — coordinated with institutional lead |
| NDA Required | Yes — executed via DocuSign prior to full term sheet |
| Securities Exemption | Regulation D, Rule 506(c) |
| Governing Law | State of Florida |
Select your intended investment level and reach out directly. Chad will respond within one business day. Full term sheet and financial package delivered upon receipt of your message.