Administrative accountability flows top-down. Clinical authority is independent of the MSO — the CPOM firewall ensures the MSO cannot direct clinical decisions.
SPARK MSO
Business & administrative entity
MSA — admin services only
↓
Georgia PC
Physician-owned clinical entity
Owns the PC · clinical authority
↓
Physician-Owner / CMO
Holds clinical authority
Regional Medical Directors
Delegating physicians
Nurse Practitioners
Under protocol agreement
No direct clinical authority (CPOM firewall)
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Investor Tax Advantage Brief · QSBS Section 1202
Section 1202 of the Internal Revenue Code may allow qualifying investors to exclude up to 100% of their capital gains — up to $15 million — from federal income tax upon exit. Under the OBBBA (effective for stock issued after July 4, 2025), a new tiered exclusion applies: 50% at 3 years, 75% at 4 years, 100% at 5 years.
At a Glance
100%
Federal Gain Exclusion
for qualifying investors
$15M
Per-Investor Cap
or 10× cost basis, whichever greater
3 yrs
Exclusion Starts
50% @3 · 75% @4 · 100% @5
What Is QSBS?
Qualified Small Business Stock (QSBS) is a federal tax benefit created under Section 1202 of the Internal Revenue Code. Designed by Congress to encourage investment in early-stage American businesses, it rewards investors who hold shares for at least five years with a substantial — and potentially complete — exemption from federal capital gains tax on their profit. For investors who have paid significant capital gains taxes on prior exits, QSBS is one of the most powerful tax planning tools available in private investing.
The Numbers: What QSBS Could Mean for You
Illustrative example · $5M investment · $65M exit · 5-year horizon · 20% equity
|
Without QSBS |
With QSBS |
| Investment Amount | $5,000,000 | $5,000,000 |
| Est. Exit Proceeds (20% of $65M) | $13,000,000 | $13,000,000 |
| Capital Gain | $8,000,000 | $8,000,000 |
| Federal Tax Rate (LTCG + NIIT) | 23.8% | 0% |
| Federal Tax Owed | ~$1,904,000 | $0 |
| NET INVESTOR RETURN | ~$11,096,000 | $13,000,000 |
Tax savings on this example: ~$1,904,000. The exclusion applies per investor — spouses filing jointly each qualify for the full $15M exclusion on separately held shares.
QSBS Eligibility Requirements
✅
C-Corporation
Stock must be issued by a domestic C-Corporation. Spark Senior Health, Inc. (Delaware) is structured as a C-Corp for this purpose.
✅
Gross Asset Test
Company gross assets must not exceed $75M at time of issuance (raised from $50M under OBBBA, effective July 4, 2025). Spark qualifies at launch.
✅
Original Issuance
Stock must be acquired directly from the company (not secondary market). All investors in this raise qualify.
✅
Tiered Hold (OBBBA · stock after July 4, 2025)
Partial exclusions now available before 5 years: 50% exclusion at 3 years, 75% at 4 years, 100% at 5 years. Aligned with Spark's projected 5-year exit timeline for full exclusion.
⚠️
Qualified Trade
Healthcare delivery companies face a statutory exclusion. Spark's MSO structure — separating management/technology services (Delaware MSO) from clinical operations (Georgia LLC) — is designed to seek qualification. Subject to counsel review.
⚠️
Active Business
The issuing entity must be an active qualified business. The Delaware MSO's role as a technology and management services company supports this; confirmation requires tax counsel review upon formation.
Why the MSO Structure Matters for QSBS
Spark operates through a dual-entity structure specifically designed to pursue QSBS eligibility while complying with Georgia's corporate practice of medicine doctrine.
Spark Senior Health, Inc.
Delaware C-Corp · Investor Entity
·Technology platform & AI clinical tools
·Billing, coding & revenue cycle
·Administrative & management services
·MSA fee income from clinical entity
·Investor equity & QSBS-eligible shares
Spark Senior Health, LLC
Georgia LLC · Clinical Operating Entity
·Licensed physician-supervised NP/PA care
·Medicare FFS billing (CCM/APCM/RPM)
·Patient panel & clinical relationships
·Georgia CPOM-compliant structure
·No investor equity in this entity
How Investors Claim the QSBS Benefit
1
Invest at original issuance
Invest directly in Spark Senior Health, Inc. (Delaware C-Corp) at or after formation. Shares must be acquired at original issuance, not on a secondary market.
2
Hold for five years
Hold shares for more than five (5) years from date of issuance — or from conversion of your SAFE or Convertible Note. Aligned with Spark's projected 5-year exit timeline.
3
Elect the exclusion at exit
Report the gain on Form 8949 and elect the Section 1202 exclusion. Your tax advisor will handle this on your annual return for the year of sale.
4
Confirm your state's treatment
The exclusion applies federally. State treatment varies — some states (including California) do not conform to Section 1202. Consult your advisor regarding your state of residence.
Frequently Asked Questions
Does this apply to both SAFE and Convertible Note investors?
Yes. Both instruments convert into Preferred Shares of Spark Senior Health, Inc. (Delaware) upon a Conversion Event. The QSBS holding period begins at the date of original instrument issuance (for SAFEs) or at conversion. Either way, the 5-year hold aligns with Spark's exit horizon.
What if I invest through an LLC or trust?
QSBS eligibility for pass-through entities and trusts is more complex. C-Corporations investing in QSBS are generally not eligible. Consult your tax counsel before investing through an entity.
Is the $15M cap per investor or per investment?
Per investor, per company. Under the OBBBA (effective for stock issued after July 4, 2025), each qualifying investor may exclude up to $15M in gains (or 10× cost basis, whichever is greater) from a single QSBS issuer — raised from the prior $10M cap. Spouses holding shares separately may each claim the full exclusion.
When does the QSBS holding period begin?
The QSBS clock begins when qualifying stock is issued by a qualifying C-Corporation. SPARK Senior Health, Inc. (Delaware C-Corp) has been incorporated. The holding period begins at the date of original stock or instrument issuance — one of several reasons early investors benefit from committing at the initial close.
⚠ Important Notice
This document is provided for informational purposes only and does not constitute tax, legal, or investment advice. QSBS eligibility under Section 1202 depends on facts-and-circumstances analysis specific to each investor and the Company. SPARK Senior Health, Inc. has been incorporated as a Delaware C-Corporation; however, QSBS eligibility requirements cannot be fully confirmed until qualifying stock is issued and qualified tax counsel has reviewed the structure. Each investor should consult their own independent tax advisor before making any investment decision based on potential QSBS treatment.
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