Cardio AI is offering up to $3,000,000 in convertible promissory notes to qualified investors. This bridge financing will fund critical operations and customer acquisition activities ahead of a planned $25 million Series A in 2026.
Currently valued at $38M post-money (seed round)
6 of 8 AI agents validated (75% complete)
Year 1 Target: $51M ARR (2027)
| Term | Details |
|---|---|
| Offering Size | Up to $3,000,000 |
| Minimum Investment | $250,000 per investor |
| Initial Closing | $3,000,000 (full offering) |
| Conversion Discount | 10% (convert at 90% of Series A price) |
| Valuation Cap | $15,000,000 |
| Interest Rate | 6% per annum (simple interest) |
| Maturity Date | 24 months from initial closing |
| Security | Unsecured |
| Most Favored Nation | Yes (protection if better terms issued) |
Bridge Investment: $100,000 at $15M cap
Series A: Raises $25M at $100M pre-money valuation
Series A Price: $4.00 per share
Bridge Converts at: $3.60/share (10% discount) OR cap price (whichever is better)
If cap is better: Bridge gets ~2.47% more equity than Series A investors
✓ Result: 8.75x return in 12 months
| Tier | PMPM | Target | Offering |
|---|---|---|---|
| Tier 1 | $30 | Primary care | Risk assessment |
| Tier 2 | $50 | Cardiology groups | Diagnostic AI |
| Tier 3 | $100 | Hospital systems | Complete platform |
| Tier 4 | $40 | Chronic disease mgmt | IoMT/RPM |
vs 3:1 benchmark
vs 12-18 months typical
SaaS model
vs 15-25% average
| Quarter | Milestones |
|---|---|
| Q1 2026 (Now) | Beta program launches with 10 sites Convertible note round closes |
| Q2 2026 | First pilot customer signed Product-market fit validation |
| Q3-Q4 2026 | First revenue: $2-5M ARR target Beta conversions to paying customers |
| Q1 2027 | Series A raise ($25M target) Notes convert at 10% discount or cap Commercial launch begins |
Current: Bridge at $15M cap
Series A: Likely $80-120M pre-money
Conversion advantage: 10% discount + cap protection
ARR Achieved: $51M
Valuation: $250-500M (5-10x ARR)
Bridge investor value:
ARR: $4.75B
Valuation: $28-57B (6-12x ARR)
Bridge investor value:
View our interactive, mobile-friendly term sheet with all key investment terms, conversion mechanics, and detailed examples.
🚀 View Interactive Term SheetIncludes conversion calculator, expected returns scenarios, and complete investment details
This term sheet is an expression of intent only, does not express the agreement of the parties, is not meant to be binding on the parties and is meant to be used as a negotiation aid by the parties. The parties do not intend to be bound until they enter into a definitive agreement regarding the subject matter of this term sheet.
Cardio AI, a Delaware corporation (the "Company").
Up to $3,000,000 from investors identified by the Company (the "Investors," each an "Investor"). The Company will hold a single closing with $3,000,000 in commitments.
$250,000 per Investor (may be waived by the Company in its sole discretion).
The Company shall issue convertible promissory notes (the "Notes") in exchange for amounts invested by the Investors. The Notes will have the following principal provisions:
Unless earlier repaid or converted, outstanding principal and unpaid accrued interest on the Notes shall be due and payable on demand by holders of Notes representing a majority of the aggregate outstanding principal balance of the Notes (the "Majority Holders") at any time after the twenty-four (24) month anniversary of the initial closing (the "Maturity Date").
Simple interest shall accrue on an annual basis at the rate of 6% per annum.
In the event the Company consummates, while this Note is outstanding, an equity financing pursuant to which it sells shares of its equity securities ("Next Round Securities"), with an aggregate sales price of not less than $5,000,000 (including any and all indebtedness under the Notes that is converted into Next Round Securities), and with the principal purpose of raising capital (a "Qualified Financing"), then all principal, together with all unpaid accrued interest under the Notes, shall automatically convert into shares of Next Round Securities.
The conversion shall occur at the lesser of:
(i) 90% of the cash price per share paid by the other purchasers of Next Round Securities in the Qualified Financing (10% discount); OR
(ii) The price obtained by dividing $15,000,000 (the "Valuation Cap") by the number of outstanding shares of common stock of the Company immediately prior to the Qualified Financing (assuming conversion of all securities convertible into common stock and exercise of all outstanding options and warrants, including shares of common stock reserved and available for future grant under any equity incentive or similar plan of the Company, but excluding:
If the conversion price of the Notes is less than the price per share at which Next Round Securities are issued in the Qualified Financing, the Company may, solely at its option, elect to convert the Notes into shares of a newly created series of capital stock having the identical rights, privileges, preferences and restrictions as the Next Round Securities issued in the Qualified Financing, and otherwise on the same terms and conditions, other than with respect to:
If the Company is acquired prior to a Qualified Financing (a "Change of Control"), then at each Investor's option, either:
Each Investor shall receive a cash repayment equal to the outstanding principal and unpaid accrued interest
Such Investor's Note shall be converted into shares of common stock at a conversion price equal to the quotient resulting from dividing $15,000,000 (the Valuation Cap) by the number of outstanding shares of common stock of the Company immediately prior to the acquisition
The principal and accrued interest may not be prepaid unless approved in writing by the Majority Holders.
The Notes shall be unsecured obligations of the Company.
While the Notes are outstanding, if the Company sells or issues any convertible notes or other similar convertible securities ("Subsequent Convertible Instruments") on terms that differ from the Notes, the Company will provide each Investor holding a Note with written notice of such sale or issuance, including the terms of the Subsequent Convertible Instruments, no later than five (5) days after the closing date thereof.
In the event an Investor determines, in its sole discretion, that any Subsequent Convertible Instrument contains terms more favorable to the holder(s) thereof than the terms set forth in the Note, such Investor may elect to exchange the Note for such Subsequent Convertible Instrument.
The Investors' right to elect to exchange their Notes for a Subsequent Convertible Instrument terminates on the Maturity Date.
The investments will be made pursuant to documentation prepared by the Company's legal counsel. The Notes may be amended by the Company and the Majority Holders.
The Company and Investors will each bear their own legal and other expenses with respect to the Notes financing.
A convertible note is short-term debt that converts into equity (typically in a future financing round). Instead of being repaid in cash, the note converts into shares of the company's stock, usually at a discount to the price paid by new investors in the next round.
You convert at 90% of the Series A price (10% discount).
Example:
Maximum valuation at which your note converts, regardless of the Series A valuation.
Example:
Why It Matters: The cap protects early investors from excessive dilution if the company becomes much more valuable before the Series A.
Your investment accrues interest at 6% per year. This interest is added to your principal and also converts to equity.
Example:
The note must either convert or be repaid within 24 months. In practice, Cardio AI expects a Qualified Financing (Series A) within 6-12 months, triggering automatic conversion.
The note converts automatically when Cardio AI raises at least $5M in equity. Cardio AI is targeting a $25M Series A in 2026, which will trigger conversion.
If Cardio AI issues notes with better terms to later investors, you can choose to adopt those better terms. This protects early investors from being disadvantaged.
To transform cardiovascular care through comprehensive AI-powered diagnostics and care planning, reducing time to diagnosis, improving accuracy, and optimizing clinical workflows.
✗ Clinicians must synthesize data from multiple sources:
✗ Results in:
A comprehensive, orchestrated system of specialized AI agents that work together to provide actionable cardiovascular intelligence.
| Agent | Function | Accuracy | Status |
|---|---|---|---|
| 1. ECG Analysis | Automated interpretation | 96.2% | ✓ Validated |
| 2. Risk Assessment | 10-year CVD prediction | 94.8% | ✓ Validated |
| 3. Treatment | Evidence-based protocols | 93.5% | ✓ Validated |
| 4. Workflow | Hospital efficiency | 91.7% | ✓ Validated |
| 5. Remote Monitoring | IoMT integration | 95.3% | ✓ Validated |
| 6. Medical Imaging | CT/MRI/Echo analysis | Testing | March 2026 |
| 7. Women's Health | Gender-specific models | Development | Q2 2026 |
| 8. CVD Risk | 5 AI risk models | 94.1% | ✓ Validated |
Founder & CEO
Cardio AI
CFO
Cardio AI
Director of Finance & Investment
Cardio AI
Chief Medical Advisor
Cardio AI
14 functional team members, all passionate for precision heartbeat detection and cardiovascular care innovation. Our leadership brings deep domain expertise across AI, medicine, engineering, finance, and product.
Founder, CEO & Chief AI Scientist-Architect
AI Scientist-Engineer with expertise in Multi AI Agent Based Systems. Expert in building intelligent multi-agent platforms. Personal mission: Mother died of heart attack.
Co-Founder & Chief Medical Advisor
MD, MBA, FACC, FASE. Board Certified Cardiologist with 25+ years of clinical experience. Personal mission: Witnessed patients die from sudden cardiac arrest.
Co-Founder & CFO
Expert in Financial Strategy, AI-Driven Forecasting, and Venture-Scale Growth. Background in Accounting, FP&A Capital Markets with expertise in financial modeling, fundraising, and operational scalability.
Chief Research Scientist
PhD Biomedical Engineering. Expert in cardiovascular health, biomedical signal processing, and wearable technology. Personal mission: Witnessed relative die of heart attack.
Chief Technology Officer
15+ years of software development excellence marked by automating processes, streamlining deployments, creating new features, and improving security.
Chief AI Officer
Leads AI innovation and research at Cardio AI, architecting the foundational models and intelligent systems that power the company's cardiac diagnostic platform.
Director of Finance & Investment
Over 30 years of finance, investment and banking experience. Previously worked at Morgan Stanley, UBS, Credit Agricole and Fidelity Investments' Capital Markets. Former CFO/CIO for medical device startup.
VP Engineering
Leads engineering at Cardio AI, combining technical expertise with strategic vision to build the infrastructure powering next-generation cardiac care solutions.
VP Product
Leads product strategy and innovation at Cardio AI, bringing a unique blend of deep technical expertise and product vision to advance the future of AI-powered cardiac care.
Want to dive deeper into our 8-agent AI platform, validation results, and technical architecture?
🚀 Visit Interactive Technology ExplorerExplore detailed agent specifications, accuracy metrics, validation methodologies, and our complete technical roadmap.
| Year | ARR | MRR | Members | YoY Growth | EBITDA (60%) |
|---|---|---|---|---|---|
| 2027 (Y1) | $51M | $4.25M | 50K | Launch | $30.6M |
| 2028 (Y2) | $367M | $30.6M | 250K | +620% | $220M |
| 2029 (Y3) | $1.87B | $156M | 1M | +410% | $1.12B |
| 2030 (Y4) | $3.22B | $268M | 1.75M | +72% | $1.93B |
| 2031 (Y5) | $4.75B | $396M | 2.5M | +48% | $2.85B |
| 5-Year Total | $10.26B | - | - | 186% CAGR | $6.16B |
| Tier | Members | PMPM | Annual Revenue | % of Total |
|---|---|---|---|---|
| Tier 1 (Risk) | 10,000 | $30 | $3.6M | 7% |
| Tier 2 (Diagnostic) | 15,000 | $50 | $9.0M | 18% |
| Tier 4 (RPM) | 10,000 | $40 | $4.8M | 9% |
| Combo (1+2+4) | 5,000 | $120 | $7.2M | 14% |
| Complete Platform | 10,000 | $220 | $26.4M | 52% |
| TOTAL | 50,000 | $85 | $51.0M | 100% |
Key Insight: 20% of customers (Complete Platform) drive 52% of revenue
| Metric | Year 1 | Year 5 | Benchmark |
|---|---|---|---|
| LTV:CAC | 60:1 | 14:1 | 3:1 |
| CAC Payback | 1.6 months | 5.3 months | 12-18 months |
| Gross Margin | ~90% | ~90% | 70-80% |
| EBITDA Margin | 60% | 60% | 15-25% |
Total Capital: $30M (assuming $3M note + $25M Series A + $2M seed)
This is exceptional capital efficiency for healthcare
You Invest: $100,000 in Cardio AI convertible note
Terms:
Option A: 10% Discount
Option B: Valuation Cap
You Choose: Option B (cap gives you more shares)
An investment in the Convertible Notes involves a high degree of risk. You should carefully consider the following risk factors before investing.
Mitigation:
Mitigation:
Mitigation:
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$250,000 per investor (may be waived by Company)
| Stage | Details |
|---|---|
| Single Closing | Target: February 2026 Full commitment: $3,000,000 All investors participate in single closing Same terms for all investors |
HEART MATTERS
Investor Relations:
Everlyn Ndirangu, CFO
Todd Wiltshire, Director of Finance & Investment
📧 Email: [email protected]
📞 Phone: +1 (614) 967-8728
📅 Schedule: calendly.com/tonywell-cardioailive/business-executives
🌐 Website: www.cardioailive.com
Convertible Note: Up to $3M | 10% Discount | $15M Cap
Minimum Investment: $250,000 | Expected Conversion: 6-12 months