Disclaimers and Legal Notices

Safe Harbor Disclaimer

CAUTIONARY NOTE REGARDING SOLICITATION OF INTEREST MedWatch Technologies is considering an offering of securities exempt from registration under the Securities Act of 1933 (the “Securities Act”) but has not determined a specific exemption from registration that the Company intends to rely on for the subsequent offer and sale of securities. Accordingly, this presentation, along with any accompanying statements and/or materials, is being made and/or provided as a “solicitation of interest” pursuant to 17 C.F.R. §230.241. No money or other consideration is being solicited, and if sent in response, will not be accepted. Further, no offer to buy the securities of MedWatch Technologies can be accepted and no part of the purchase price can be received until the Company determines the exemption under which the offering is intended to be conducted and, where applicable, the filing, disclosure, or qualification requirements of such exemption are met. Any person’s or entity’s indication of interest in response to this presentation involves no obligation or commitment of any kind.

Certain information set forth in this presentation contains “forward-looking information”, including “future-oriented financial information” and “financial outlook”, under applicable securities laws (collectively referred to herein as forward-looking statements). Except for statements of historical fact, the information contained herein constitutes forward-looking statements and includes, but is not limited to, the (i) projected financial performance of the Company; (ii) completion of, and the use of proceeds from, the sale of the shares being offered hereunder; (iii) the expected development of the Company’s business, projects, and joint ventures; (iv) execution of the Company’s vision and growth strategy, including with respect to future M&A activity and global growth; (v) sources and availability of third-party financing for the Company’s projects; (vi) completion of the Company’s projects that are currently underway, in development or otherwise under consideration; (vi) renewal of the Company’s current customer, supplier and other material agreements; and (vii) future liquidity, working capital, and capital requirements.

These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward-looking statements. Although forward-looking statements contained in this presentation are based upon what management of the Company believes are reasonable assumptions, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.

The materials contained herein do not constitute an offer to sell or solicitation of an offer to buy any securities. The materials are provided for informational purposes only, and are subject to updating, amendment and further completion. No assurances. No materials should be construed as a representation or warranty as to any matter from MedWatch Technologies, Inc. and no liability shall attach to MedWatch Technologies, Inc.

Private Placement Investor Disclosures

This private placement is intended for Accredited Investors. Accredited Investors are defined as a person or organization that meets any one of the following requirements:
an individual with a net worth or joint net worth with a spouse or spousal equivalent of at least $1 million, not including the value of his or her primary residence
• an individual with income exceeding $200,000 in each of the two most recent calendar years or joint income with a spouse or spousal equivalent exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year
• a trust with assets exceeding $5 million, not formed only to acquire the securities offered, and whose purchases are directed by a person who meets the legal standard of having sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the prospective investment
• an entity of a type not otherwise qualifying as accredited that owns investments in excess of $5 million
• an individual holding in good standing any of the general securities representative license (Series 7), the investment adviser representative license (Series 65), or the private securities offerings representative license (Series 82)
• a knowledgeable employee, as defined in rule 3c-5(a)(4) under the Investment Company Act, of the issuer of securities where that issuer is a 3(c)(1) or 3(c)(7) private fund or
• a family office and its family clients if the family office has assets under management in excess of $5 million and whose prospective investments are directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment
• a bank, savings and loan association, insurance company, registered investment company, business development company, or small business investment company
• an SEC-registered broker-dealer, SEC- or state-registered investment adviser, or exempt reporting adviser
• a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5 million
• an employee benefit plan (within the meaning of the Employee Retirement Income Security Act) if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million
• a tax-exempt charitable organization, corporation, limited liability corporation, or partnership with assets in excess of $5 million
• a director, executive officer, or general partner of the company selling the securities, or any director, executive officer, or general partner of a general partner of that company
• an enterprise in which all the equity owners are accredited investors

Private Placement Risk and Conflict of Interest Disclosures

Private Placements Risks and Considerations
All private placements are subject to risks of loss of some, or all of the principal amount invested. Private placement investments should be considered an illiquid investment and the investor needs to be able to hold the investment for unspecified durations.

• Private Placements are not categorized as “traditional” investments.
• Private Placements are not-registered, meaning the instrument is not registered with the Securities Exchange Commission (SEC), Private Placement issuers are not required to file with the SEC, or any other State, Federal Government agency.
• The Financial Industry Regulatory Authority (FINRA) has published investor alerts regarding Private Placements and other non-traded investments, investors are encouraged to review the alerts to educate themselves: http://www.finra.org/investoralerts.
• Private Placements are non-traded investments, which means the investments are not bought and sold on public markets as with stocks or Exchange Traded Funds (ETFs), therefore investors are not able to track the value of their investment in the Private Placement and or unable to cash out of their investments, prior to maturity or specified time periods.
• Private Placements are “Illiquid” investments; therefore, investors are unable to access their funds for unspecified durations.
• Private Placement contain a “high degree of risk”, loss of substantial principal is common, up to and including the entire investment.

Private Placements Conflicts of Interests
• Raising capital through Private Placements offers companies a variety of advantages, including confidentiality, accessing long-term, fixed-rate capital, diversifying financing sources and creating additional financing capacity that may not be available through traditional methods of raising capital.
• Through the issuance of Private Placements, issuers are likely to raise capital in more cost-effective manner, these savings may not be passed down to the Private Placement investors.
• Issuers of Private Placements will offer Private Placements directly to investors or retain Financial Institutions, including Registered Investment Advisors (RIAs), Investment Advisor Representative (IARs), Broker-Dealers and Registered Representatives to assist in raising capital on their behalf, the issuer will compensate the financial institution and their representatives to raise capital on their behalf, this creates a conflict of interest.

Sources

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