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HOPE-Neuron Therapeutx

Non-drug treatment for ALS patients
B2C Wellbeing & Longevity Fight Disease B2B Healthcare Facilities & Equipment Healthtech Biotechnology
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The Opportunity How It Works Why It Matters Traction Customers Biz. model Roadmap Leadership Vision and strategy Impact Funding Founders Summary
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Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by HOPE-Neuron Therapeutx, Inc. . View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Subscription Agreement HOPE-Neuron - Form C.pdf
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Highlights


  • Non-drug treatment platform for ALS, which affects 34,000 Americans
  • Closed-loop reinfused blood resulting in an immune rebalancing system
  • 3x yearly treatments provide $120,000 in revenue per patient
  • Early success in mouse studies, planning for human trials in 2026
  • Trial partners in place: Banner, Barrow, Indiana School of Medicine
  • Treatment-based partnership model designed for global scalability
  • Patents granted and pending across US, Japan, Canada, India, Australia

The Opportunity


A non-pharmacological approach to a devastating disease

Approximately 34,000 Americans are living with amyotrophic lateral sclerosis or ALS (Lou Gehrig’s disease), a progressive and fatal neurodegenerative disease that attacks the nerve cells (motor neurons) responsible for controlling voluntary muscles. This patient population in the U.S. is projected to increase to over 36,000 cases by 2030.

HOPE-Neuron is creating a novel, non-pharmacological treatment for ALS. The company's SELtx™ medical device enabled process conditions a patient’s blood to “reset” their immune system. Blood is drawn, activated via mechanotransduction and controlled hyperoxia, and reinfused into the patient to reprogram the immune system without drugs or stem cells.

HOPE-Neuron is projecting annual treatment costs (per patient) of $120,000 for three sessions. Under the current revenue-sharing model, the company is aiming for $1.8 billion in revenue by 2028. These figures do not include international markets, where the ALS population now exceeds 200,000 patients. 

HOPE-Neuron's closest comp in terms of potential global market is the leading ALS drug Radicava. In December 2025 Shionogi (Japan) paid $2.5 billion for the global rights to Radicava, which is expected to generate close to $700 million in annual global sales in 2026.

HOPE-Neuron is protected by patents across multiple countries. Because SELtx™ is a device-based platform rather than a drug, it could potentially be expanded to other neurodegenerative diseases like Alzheimer’s and Parkinson’s that share similar immune dysfunction patterns.


How It Works


One half-hour session 3x per year

The SELtx™ treatment takes about 30 minutes in a point-of-care outpatient setting. The clinician draws blood, (300 ml - ~1.5 cups), exposes it to high oxygen levels and mechanical stress to trigger a specific cellular response, then returns the conditioned blood to the patient. 

This process shifts the body’s immune cells from “attack mode” (M1 macrophages) to “healing mode” (M2 macrophages), addressing what is believed to be a root cause of motor function deterioration under ALS.

Why It Matters


ALS patients feel “trapped in their bodies”

 ALS is a devastating disease with  limited treatment options. Patients experience a progressive loss of physical control while their minds typically remain intact. The disease systematically robs people of their ability to perform basic functions like walking, speaking, eating and eventually breathing. Many patients describe the psychological torment of being "trapped" inside a body that no longer responds. 

    Treated     Untreated     Treated       Untreated      Treated

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To test the effectiveness of SELtx™, HOPE-Neuron conducted a proof-of-concept study at the Indiana University School of Medicine using human ALS gene-transfected mice.  While untreated ALS mice continued to deteriorate, SELtx™-treated mice exhibited behavioral, motor function and survival characteristics that induced neuroprotection and a reduction in ALS development.  

If this translates to humans, it would be transformative for a disease where researchers have spent over $2 billion failing to find effective solutions. Importantly, funds from this Reg CF could enable HOPE-Neuron to produce human trial results in less than a year after funding.

Traction


HOPE-Neuron has made measurable progress advancing its immune-reset platform from discovery through preclinical validation and toward clinical execution.

Scientific & Technical Milestones

  • Developed and fabricated the first-generation SELtx™ device (v1.0)

  • Established the Apoptogenic Immune Modulation (AIM®) platform

  • Demonstrated preserved motor function and significant M1→M2 immune shift in ALS transgenic mouse models (p < 0.008)

  • Confirmed immune rebalancing through preclinical testing (2023–2024)

Clinical & Academic Validation

  • Secured research collaborations with leading academic medical institutions, including Indiana University School of Medicine and Barrow Neurological Institute

  • Identified clinical partners for first-in-human ALS trial planning

  • Designed preclinical-to-human study pathway with research partners

Intellectual Property & Platform Readiness

  • Multiple issued and pending patents across the U.S. and international jurisdictions

  • Proprietary gas–fluid contact reactor and mechanotransduction process

  • Platform designed for scalable, outpatient clinical deployment

Momentum Toward Clinical Trials

  • Human trial design underway

  • Device optimization and regulatory preparation in progress

  • Initiation of an IRB first-in-human ALS study with the Reg-CF funding targeting FDA commercial approval

Links to supporting materials, scientific visuals, and platform overview are available on the company website, in the investor presentation and below:


Link to Deck

Website 

Customers


HOPE-Neuron is not yet commercialized and does not currently generate revenue. At this stage, the company’s focus is on clinical validation, regulatory preparation, and platform readiness. There are currently 101 ALS Certified and Recognized Treatment Centers and Clinics in the U.S. that could become host sites for our therapy.

The initial customers for the SELtx™ platform are expected to be:

  • Academic medical centers

  • Neurology and specialty clinics

  • Hospital systems and research institutions

HOPE-Neuron has established research collaborations and clinical planning relationships with leading academic institutions to support preclinical validation and human trials. These partnerships inform clinical design, deployment strategy, and future commercial adoption.

Commercial rollout is planned following regulatory clearance, with a treatment-based partnership model designed for scalable institutional adoption.

Business model


$120,000 per patient per year

HOPE-Neuron plans to team with large, established partners for commercialization, with a three-way revenue split expected for each treatment. When a patient receives the therapy, the annual revenue distribution is estimated to be as follows:

  • HOPE Neuron keeps 40% of the fee

  • Medical provider (hospital or clinic) gets 35%

  • Distributor takes 25%

HOPE-Neuron is estimating each treatment will cost around $40,000, with patients needing three treatments per year, totaling $120,000 annually per patient. The company also expects recurring revenue from selling disposable supplies; and licensing opportunities (particularly in international markets). 

It should be noted that this is not a device/disposables-dependent revenue model, as the majority of revenue is expected to come (at scale) from therapeutic sessions.  A key element to the business plan is that the device design will allow HOPE-Neuron to address multiple disease states using the same core equipment. Accordingly, the current strategy can be characterized as a scalable recurring revenue model with the potential for high, top-quartile gross margins of 80% or more. 

Roadmap


FDA approval submission slated for this year


HOPE-Neuron has completed early proof-of-concept studies in mice and is now taking steps to seek FDA approval with completion of the planned IRB human ALS trial. Use of proceeds from this offering will also be used to build next generation SELtx™ units to support human trials at multiple locations.

The company is working with partner institutions in its goal toward human trials, including nonprofit health system Banner Health (the largest employer in Arizona); Barrow Neurological Institute, one of the world’s largest neurological disease treatment and research institutions; and Indiana University School of Medicine. HOPE-Neuron's aim is to begin human trials this year (2026), in conjunction with establishing additional partnerships to support commercialization.

Management is targeting FDA submission by the end of 2026, which would then open the door to commercialization. Because HOPE-Neuron's technology works on the cellular level, the company believes that SELtx™ may have a therapeutic benefit for a number of neurodegenerative diseases (including Alzheimer’s), in addition to other conditions where immune dysregulation has a negative effect on patient health.

Leadership


Driven by medical veterans and regulatory compliance experts

HOPE-Neuron is led by Dr. Ronald Lane, a neurobiologist who invented the SELtx™ platform. The scientific research is headed by Dr. Yansheng Du, a Professor of Neurology at Indiana University School of Medicine, who is leading the preclinical transgenic mouse studies. Interim CFO Karina Fedasz handles regulatory and registration efforts, crucial for navigating FDA approval processes. Mark Forney, VP of Business Development, focuses on high-growth, scalable technology applications and partnerships. John Louf brings a background in Electrical and Computer Engineering, IT, and AI, along with Fortune 100 experience.

Vision and strategy


HOPE-Neuron’s long-term vision is to become the leading non-drug, immune-reset platform for neurodegenerative disease, beginning with ALS and expanding into Alzheimer’s and other immune-driven neurodegenerative conditions.

Our strategy is to address root-cause immune dysfunction mechanisms rather than symptom suppression, using a scalable, outpatient, device-enabled therapy that can be deployed globally through clinical and institutional partners.

Strategy and Milestones

Completed

  • Identified immune dysfunction as a key driver of ALS progression

  • Developed the SELtx™ device and AIM® immune modulation platform

  • Demonstrated preserved motor function and M1→M2 immune shift in ALS transgenic mouse models

  • Secured IRB research collaborations with leading academic medical centers

  • Filed and secured patents in the U.S. and internationally

Near-Term (next 12 months)

  • Complete additional preclinical studies and finalize human trial design

  • Conduct IRB-approved first-in-human ALS trials with dosing optimization

  • Advance device engineering for clinical and commercial readiness

  • Expand executive leadership and manufacturing partnerships

Long-Term

  • Submit FDA application for ALS indication

  • Expand platform into additional neurodegenerative indications

  • Scale commercialization through treatment-based partnerships and licensing

Use of Investor Funds

Capital from this raise will be used to fund preclinical completion, human trials, regulatory preparation, next-generation device optimization, equipment purchases, and early commercialization activities.

Exit Strategy

Potential exit paths include strategic acquisition by medical device, biotechnology, or pharmaceutical companies; global licensing of the SELtx™ platform; or building on public-market opportunities following clinical validation.

Impact


HOPE-Neuron exists to address an urgent and devastating medical reality: every 90 minutes, a person is diagnosed with and a life is lost to ALS.

Current treatments do not stop disease progression, with the average lifespan after diagnosis averaging only 3 years. Hope Neuron’s work is focused on restoring immune balance at the root cause of neurodegeneration, with the goal of extending life, preserving function, and changing outcomes for patients who currently have no durable options.

We are not selling hope. We are building it—through rigorous science, academic collaboration, and a scalable, non-drug therapeutic platform designed for real-world clinical use.

Our impact is measured by clinical progress, patient outcomes, and the ability to bring a fundamentally different approach to neurodegenerative disease into the clinic.

Funding


HOPE-Neuron has been primarily bootstrapped through its early discovery, device development, preclinical validation, and intellectual property filing activities.

Early capital supported:

  • Development and fabrication of the first-generation SELtx™ device

  • Preclinical ALS transgenic mouse studies demonstrating significant immune rebalancing and preserved motor function

  • Establishment of academic and IRB research collaborations

  • Global patent filings and platform defensibility

Current Raise

This Regulation Crowdfunding (Reg CF) round is intended to fund:

  • Completion of preclinical work and study design

  • Initiation of IRB-approved first-in-human ALS trials

  • Device optimization and purchase of next-generation SELtx™ units

  • Regulatory preparation and early commercialization planning

Future Financing

Following clinical progress, the company anticipates pursuing additional institutional and strategic capital, including a planned Regulation A+ offering to support expanded clinical development, technology advancement, and commercialization. The company has identified multiple future targets, all of which represent much larger patient populations than ALS. 

Founders


Founders & Leadership

Ronald Lane, PhD — Founder & Executive Chairman
Dr. Lane is a neurobiologist, investor and the inventor of the SELtx™ platform. His work focuses on immune modulation, mechanotransduction and thin film hyperoxia in it's role in impacting the treatment of immune dysfunction in neurodegenerative disease. He led the foundational research behind HOPE-Neuron’s non-drug, immune-reset approach and holds multiple issued and pending patents supporting the platform. Dr. Lane founded HOPE-Neuron to translate decades of scientific research into a scalable, clinically deployable solution for ALS and related conditions.

Mark Forney — VP, Business Development
Mark Forney specializes in building and scaling high-growth technology and healthcare platforms. He leads commercial strategy, partnerships, and go-to-market planning for HOPE- Neuron, with a focus on treatment-based deployment models and global scalability.

Karina Fedasz — Interim CFO
Karina Fedasz leads regulatory, registration, and financial strategy. She supports capital planning, regulatory readiness, and operational discipline as the company advances toward human trials and commercialization.

Yansheng Du, PhD — Lead, Preclinical Transgenic Research
Dr. Du is a Professor of Neurology at Indiana University School of Medicine and leads HOPE-Neuron’s preclinical ALS transgenic research. His work has been central to validating immune rebalancing and preserved motor function in ALS mouse models. He brings deep expertise in neurodegeneration, translational research, and academic clinical collaboration.

John Louf - Chief Technology Officer 

John has a background in Electrical and Computer Engineering with expertise in IT systems and artificial intelligence. He brings experience working with Fortune 100 organizations and complex technology environments. At Hope-Neuron, he supports the company’s commercialization phase by strengthening internal technology infrastructure and operational systems. He also contributes to the development and protection of the company’s expanding intellectual property portfolio.


Summary


Our company has noble roots, the culmination of more than a decade of research first started by founder Ronald Lane in an effort to save his wife Sandy Elizabeth Lane from Alzheimer’s. We honor her memory in our SELtx™ technology name, which also serves as a reminder of our personal empathy for families dealing with neurological disease. Another measure of our dedication – our entire team has worked without salaries during the formative life of our company –  preserving a majority of our funds for research.  

Today, we are in the later stages of developing the first non-drug, immune-reset platform designed to address neurodegenerative disease at its root cause, starting with ALS. Our proprietary SELtx™ system represents breakthrough technology -- a device-enabled, outpatient therapy that reprograms immune dysfunction rather than suppressing symptoms.

With compelling preclinical results, globally protected intellectual property, and academic research partners in place, HOPE-Neuron is advancing toward first-in-human trials. This raise allows investors to participate at a critical inflection point as the platform moves from proof-of-concept to clinical execution and commercialization.

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Deal terms


Security type
Common Stock shares
Common stock issued by HOPE-Neuron Therapeutx, Inc.
Learn more
Price per security
$1
N/A
Minimum investment
$500
The smallest investment amount the issuer is accepting in this offering.
Maximum investment
$2.5M
The largest investment amount the issuer is accepting in this offering.
Deadline
November 28, 2026
HOPE-Neuron Therapeutx campaign will end on .
Learn more
How it works

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by HOPE-Neuron Therapeutx, Inc. . View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Subscription Agreement HOPE-Neuron - Form C.pdf

Bonus perks

In addition to your Common Stock shares, you'll receive perks for investing in HOPE-Neuron Therapeutx.
Invest
$5,000
Receive
  • Investment Range $5,000-$24,999
  • Receive bonus 5% more shares
Invest $5,000
Invest
$25,000
Receive
  • Investment Range $25,000 to $49,999
  • Receive bonus 7% more shares
Invest $25,000
Invest
$50,000
Receive
  • Investment Range $50,000 to $1,000,000
  • Receive bonus 10% more shares
Invest $50,000

About HOPE-Neuron Therapeutx

Legal Name
HOPE-Neuron Therapeutx, Inc.
Founded
Jan 2023
Form
Delaware Corporation
Employees
5
Website
hopeneuron.com
Social Media
Headquarters
Google Map location of of HOPE-Neuron Therapeutx
4308 N 16th Ave , Phoenix, AZ
Headquarters
4308 N 16th Ave , Phoenix, AZ, United States 85015

HOPE-Neuron Therapeutx Team
Everyone helping build HOPE-Neuron Therapeutx, not limited to employees

Profile picture of Ronald Lane
Ronald Lane
Executive Chairman
Founder and Executive Chairman Ronald Lane is the principal architect of our technology and a world-authority on autoimmune neurodegenerative conditions and neurobiology. He holds a PhD in Neurosciences and has authored key patents in our field.
Profile picture of Karina Fedasz
Karina Fedasz
Interim Chief Financial Officer
Karina has held executive positions (CEO, CFO, & COO) at multiple (NYSE & Nasdaq) public and private companies, with particular expertise in early- and transition-stage business development; and strategic partnerships/mergers.
Profile picture of Mark Forney
Mark Forney
VP of Business Development
A Wall Street veteran whose background includes roles as a biotech analyst and mutual and hedge fund manager, Mark brings more than four decades of experience to our team. Internationally, he has worked with companies on five continents.
Profile picture of John Louf
John Louf
Chief Technology Officer
With a background in Electrical & Computer Engineering, IT and AI, John brings Fortune 100 experience to HOPE-Neuron during our commercialization phase. He will play a critical role in our internal operations and IP expansion plan.
Profile picture of Yansheng Du
Yansheng Du
Head of Pre-Clinical ​Transgenic Research​
A Professor of Neurology at the Indiana University School of Medicine, Dr. Du oversees HOPE-Neuron’s pre-clinical transgenic research. An expert on ALS, he will play a major role in studies to support commercialization of our technology.
2 more team members
Ronald Lane
Executive Chairman
Karina Fedasz
Interim Chief Financial Officer
Mark Forney
VP of Business Development
John Louf
Chief Technology Officer
Yansheng Du
Head of Pre-Clinical ​Transgenic Research​

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Equity security investments are subject to market fluctuations, company-specific risks, and general economic conditions. Prices can be volatile, and there is risk of losing the invested capital. Remember, investing always carries risks, and it's essential to conduct thorough research or consult with a financial advisor before making investment decisions.
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We are issuing equity in our company. You may realize returns if the company “exits,” meaning it is acquired or goes public at a higher price than you paid for it, or if you sell the securities at a higher price than you purchased them for. There is also a risk that you could lose your entire investment if the company fails. Startup investing is risky, so there’s no guarantee of a return on this kind of investment. It’s always best to refer to the individual offering documents provided by the company to understand your investment risks.
What is a custodian and what is a custodial account?

What is a custodian and what is a custodial account?

A custodian is a qualified third-party entity that acts as a legal holder of securities. An investor will open a custodial account with the qualified custodian, which is used to hold investments, namely the securities in a company. A custodial account allows you to name a beneficiary and accept payments such as dividends distributions or cash payouts. Custodial accounts are not managed or held by Republic; instead, they are managed by the custodian who works with the issuer raising on the platform. The custodian of this offering is BitGo Trust Company.
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Why use a custodial account?

Companies will utilize a custodian to ensure that all securities they offer in their campaign are in one place. This means if a liquidity event or any other material event in respect to the securities occurs, the company can look to the custodian to service the securities, rather than each individual investor. For investors, utilizing a custodian safeguards their investment, or security interest, with a qualified financial institution. Having a custodial account allows for easier transfers and creates additional layers of protection for your securities. For companies, it can increase efficiency by reducing their cap table management costs and creating a single-line item, making future funding rounds easier.
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Will I have to set up a custodial account? What is the process?

Yes, since the company is utilizing a custodian, all investors in the offering will be required to create a custodial account with BitGo Trust Company and enter into an omnibus nominee agreement. The custodial account creation process is hosted in our investment checkout system, meaning you will commit your investment and establish your account with BitGo all at once. During investment checkout, you will be automatically prompted to review and sign certain custodial documents with BitGo. In addition, you may be asked to provide certain information to verify your identity. Once completed, you will receive an email confirming your investment commitment.
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Does it cost me anything to open a custodial account with BitGo Trust Company?

Right now, there are no costs for investors to open a custodial account. Custodial accounts do sometimes have a low annual cost to maintain; however, such costs are covered for the investor in this offering at this time.
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Why would a company use a custodian like BitGo?

Companies will utilize a custodian to ensure that all securities they offer in their campaign are in one place. This means if a liquidity event or any other material event in respect to the securities occurs, the company can look to the custodian to service the securities, rather than each individual investor. For investors, utilizing a custodian safeguards their investment, or security interest, with a qualified financial institution. Having a custodial account allows for easier transfers and creates additional layers of protection for your securities. For companies, it can increase efficiency by reducing their cap table management costs and creating a single-line item, making future funding rounds easier.
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  • Anguilla

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  • Bermuda

  • Bonaire, Sint Eustatius and Saba

  • Cuba

  • El Salvador

  • France

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  • Guadeloupe

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  • Japan

  • Montserrat

  • North Korea

  • Qatar

  • Russia

  • Saint Kitts and Nevis

  • Syria

  • Turks and Caicos Islands

  • Venezuela

  • Vermont, USA



Beyond ALS, how many other targets are in HOPE-Neuron's pipeline?

Beyond ALS, how many other targets are in HOPE-Neuron's pipeline?

For strategic reasons, our full focus is on ALS -- but success in our ALS trial would open up a number of doors to other neurodegenerative diseases. We aren't prepared at this time to present a list of additional targets, except to say that the patient populations of future targets are considerably larger than ALS.
How did a company as small as HOPE-Neuron become the leader in a new category of neurodegeneration therapy?

How did a company as small as HOPE-Neuron become the leader in a new category of neurodegeneration therapy?

Success in medical discovery involves choosing the right path. That process at HOPE-Neuron didn't happen overnight. It involved more than a decade of study by our founder Ronald Lane, before the first ALS-infected mouse ever received our treatment. Unlike companies burdened with significant overhead, we ran HOPE-Neuron with a primarily R&D focus during our proof-of-concept stage in order to maximize our research dollars.
Is your technology that different from other therapies under development?

Is your technology that different from other therapies under development?

At last count, there were more than 50 active research programs targeting ALS -- primarily involving pharma-based solutions. As far as we know, our device-enabled cell-based neurodegenerative therapeutic is the only solution of its kind in this space. It should be noted that this distinction will also hold true in our future targets beyond ALS, creating the potential for a platform technology addressing multiple autoimmune diseases.

What are HOPE-Neuron’s comps in the ALS space?

What are HOPE-Neuron’s comps in the ALS space?

There have been two notable ALS therapeutic drugs on the market in recent years: Relyvrio, which generated $380 million in its first full year of sales and was tracking toward a $500 million run rate when it was voluntarily pulled in 2024; and Radicava (acquired by Shionogi in December 2025 for $2.5 billion), which is expected to generate close to $700 million in annual global sales in 2026.  In terms of unmet need, it should be noted that all ALS treatments to date that have reached commercial status do not effect a material change in the course of the disease, setting the bar low for any therapy that can demonstrate multi-year efficacy.

How soon will your therapy be used in human ALS patients?

How soon will your therapy be used in human ALS patients?

This is the most important question we hear -- and the answer is tied to this REG CF offering. To begin our human trial, we need to order the next generation version of our device, which we envision will involve a four-month process. First treatments can start soon afterward, placing our potential human start date in the second half of 2026.
Why haven't I heard of HOPE-Neuron before?

Why haven't I heard of HOPE-Neuron before?

HOPE-Neuron has been largely funded by family and friends, with no grants, formal affiliations with associations, or venture fund relationships that would put our story in the public sphere. Recently, we've spent considerable time building the team and relationships necessary for the next stage in our strategy -- human trials that will provide definitive answers on the efficacy of our novel technology.
Still have questions? Check the discussion section.
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Risks

Investors will grant the Executive Chairman of the Issuer an irrevocable proxy with broad power and authority to vote their shares and execute consents on their behalf.

In connection with investing in this Offering, each Investor will irrevocably appoint the Executive Chairman of the Issuer, as such Investor’s sole and exclusive proxy, to the maximum extent permitted under the Delaware General Corporation Law, with full power of substitution and resubstitution and power to act alone, as the Investor’s proxy and attorney-in-fact, to vote and exercise any and all voting rights with respect of the Securities that are owned or may be owned by such Investor, whether directly or indirectly, including, for the avoidance of any doubt, as a holder of any securities entitlement in the Securities, by the Investor and any and all other shares or securities of the Issuer issued or issuable in respect thereof on or after the date hereof (together, the “Proxy Shares”). The Executive Chairman will be authorized and empowered to act as the Investor’s proxy to vote, and consent with respect to, the

total number of Proxy Shares in respect of the Investor at every annual and special meeting of the stockholders of the Issuer, including any postponement, recess or adjournment thereof, or in any other circumstance, however called (each a “Meeting”), and to execute consents, approvals and waivers on any matter submitted to the undersigned or any other class of capital stock of the Issuer for written consent or written resolution, or to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting (including, without limitation, the power to execute and deliver written consents pursuant to Section 228(a) of the Delaware General Corporation Law or as otherwise authorized thereunder). Each Investor will further revoke any and all prior proxies given by such Investor with respect to the Securities or the Proxy Shares. The proxy will be coupled with an interest and be irrevocable until, and each Investor will agree not to grant any subsequent proxies with respect thereof that will become effective prior to, the tenth anniversary of the date such Investor’s subscription agreement is accepted by the Issuer, upon which date the proxy will terminate, but until such date, it will remain in full force and effect, including, for the avoidance of any doubt, upon and after the issuance and delivery of the Securities. Thus, by participating in the Offering, Investors will grant broad discretion to the Executive Chairman of the Issuer to take various actions on their behalf, and Investors will essentially not be able to vote upon matters related to the governance and affairs of the Issuer nor take or effect actions that might otherwise be available to holders of the Securities. Investors should not participate in the Offering unless the Investor is willing to waive or assign certain rights that might otherwise be afforded to a holder of the Securities and grant broad authority to the Executive Chairman to take certain actions on behalf of the investor. Currently, Ronald Lane, our Executive Chairman, will have the authority with the irrevocable proxy to direct the vote and vote the Securities at his discretion on all matters to be voted upon by stockholders, including with respect of any action by written consent. As a result, Mr. Lane may be able to determine or significantly influence any action requiring the approval of our stockholders, including the election of our board of directors, the adoption of amendments to our Charter and By-Laws, and the approval of any subsequent financing (such as an offering pursuant to Regulation A), merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction. Mr. Lane may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests.

We have a limited operating history upon which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new Company encounters.

The Issuer is still in an early phase has no revenue, and is just beginning to implement its business plan. There can be no assurance that we will ever operate profitably. The likelihood of our success should be considered in light of the problems, expenses, difficulties, complications and delays usually encountered by early-stage or start-up companies. The Issuer may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties or raising sufficient pecuniary capital or human capital in the form of personnel or management. As a medical device-enabled therapeutic company, the Issuer is also dependent upon approvals and subject to regulations from the Federal Drug Administration (FDA).

Our early-stage, novel therapeutic platform faces significant clinical, regulatory, competitive and commercialization risks.

The Issuer is developing therapeutic solutions for neurodegenerative and autoimmune disease states that are historically underserved due to the challenging nature of autoimmune dysfunction. For example, according to data published by The ALS Association, in amyotrophic lateral sclerosis (“ALS”) alone, government and private research funding over the last decade is close to $2 billion, with no significant therapeutic solutions to date. According to the ALS Therapy Development Institute, there are currently 107 active interventional clinical trials for ALS, with 33 active trials taking place within the United States.. Success in one of these programs that exceeds the expected effectivity of the Issuer’s therapy could have a negative impact on future commercialization.

In its target verticals, the Issuer’s device-enabled technology is significantly different than most other therapeutic programs, which are primarily pharmaceutical-based. Currently, the Issuer has no peer company or competitor with similar technology in its primary target markets. As a result, the Issuer will be required to create a network of devices via partnerships with distributors and clinics. Execution, customer service and similar risks associated with ongoing reliance on third-party partnerships could impact future commercialization efforts. The Issuer is also reliant on third-party equipment manufacturers for both product development and commercial production.

The Issuer does not yet know if its successful results treating ALS infected mice will translate into similar positive results in humans. There are no guarantees that the planned human trial will meet expected endpoints for therapeutic-level effectivity, duration, and safety, as required to receive FDA approval and commence future commercialization. Extended delays in the development of the therapy or approval process could require additional funding.

The Issuer’s long-term strategic plan is to create a platform technology that can treat the root cause of a variety of autoimmune disorders. Extensive human testing will be required to determine this effectivity in different disease states. Accordingly, future projections could be impacted based on trial results and commercial potential in each target disease state.

Our financial condition raises substantial doubt about our ability to continue as a going concern.

We are a pre-revenue company with a limited operating history and have incurred losses since inception. As of December 31, 2025, we had an accumulated deficit of approximately $249,000 and have not generated any revenue to date. We expect to continue to incur losses for the foreseeable future as we develop our technology and pursue our business plan.

Our available cash resources are limited, and we will require additional financing to fund our operations and execute our business plan, including the proceeds from this Offering. Historically, our operations have been supported by funding from our founder, and we intend to seek additional capital, including through this Offering. However, there can be no assurance that we will be able to obtain additional capital on acceptable terms, or at all.

If we are unable to raise sufficient funds, we may be required to delay, reduce or discontinue our operations. These conditions raise substantial doubt about our ability to continue as a going concern. If we are unable to continue as a going concern, investors could lose all or a significant portion of their investment.

Global crises and geopolitical events can have a significant effect on our business operations and revenue projections.

A significant outbreak of contagious diseases in the human population could result in a widespread health crisis. Additionally, geopolitical events, such as wars or conflicts, could result in global disruptions to supplies, political uncertainty and displacement. Each of these crises could adversely affect the economies and financial markets of many countries, including the United States where we principally operate, resulting in an economic downturn that could

reduce the demand for our products and services and impair our business prospects, including as a result of being unable to raise additional capital on acceptable terms, if at all.

The amount of capital the Issuer is attempting to raise in this Offering may not be enough to sustain the Issuer’s current business plan.

In order to achieve the Issuer’s near and long-term goals, the Issuer may need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Issuer will be able to raise such funds on acceptable terms or at all. If we are not able to raise sufficient capital in the future, we may not be able to execute our business plan, our continued operations will be in jeopardy and we may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause an Investor to lose all or a portion of their investment.

We may face potential difficulties in obtaining capital.

We may have difficulty raising needed capital in the future as a result of, among other factors, our lack of revenues from sales, as well as the inherent business risks associated with our product development and present and future market conditions. Our business currently does not generate any sales and future sources of revenue may not be sufficient to meet our future capital requirements. We will require additional funds to execute our business strategy and conduct our operations. If adequate funds are unavailable, we may be required to delay, reduce the scope of or eliminate one or more of our research, development or commercialization programs, product launches or marketing efforts, any of which may materially harm our business, financial condition and results of operations. We do not plan to provide routine or periodic communications with investors pertaining to operational changes, expect as deemed necessary by management.

We may implement new lines of business or offer new products and services within existing lines of business.

As an early-stage company, we may implement new lines of business at any time. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved, and price and profitability targets may not prove feasible. We may not be successful in introducing new products and services in response to industry trends or developments in technology, or those new products may not achieve market acceptance. As a result, we could lose business, be forced to price products and services on less advantageous terms to retain or attract clients or be subject to cost increases. As a result, our business, financial condition or results of operations may be adversely affected.

The Issuer has the right to conduct multiple closings during the Offering.

If the Issuer meets certain terms and conditions, an intermediate close (also known as a rolling close) of the Offering can occur, which will allow the Issuer to draw down on seventy percent (70%) of Investor proceeds committed and captured in the Offering during the relevant period. The Issuer may choose to continue the Offering thereafter. Investors should be mindful that this means they can make multiple investment commitments in the Offering, which may be subject to different cancellation rights. For example, if an intermediate close occurs and later a material change occurs as the Offering continues, Investors whose investment commitments were previously closed upon will not have the right to re-confirm their investment as it will be deemed to have been completed prior to the material change.

We rely on other companies to provide components and services for our products.

We depend on suppliers, contractors and business (bioresearch, clinical and marketing/distribution) partners to meet our contractual obligations to build our business, generate customers and conduct our operations. Our ability to meet our obligations to our partners/customers may be adversely affected if suppliers, contractors, or partners do not provide the agreed-upon supplies or perform the agreed-upon services in compliance with customer and patient requirements and in a timely and cost-effective manner. Likewise, the quality of our products may be adversely impacted if companies to whom we delegate the production of our products or services, or from whom we acquire such items, do not provide components which meet required specifications and perform to our and our customers’ or partners’ expectations or needs. Our suppliers or partners may be unable to quickly recover from natural disasters and other events beyond their control and may be subject to additional risks such as financial problems that limit their ability to conduct their operations. The risk of these adverse effects may be greater in circumstances where we rely on only one or two contractors or suppliers for a particular component. Our products or services may utilize custom components or elements available from only one source. Continued availability of those components or elements at acceptable costs, or at all, may be affected for any number of reasons, including if those suppliers/partners decide to concentrate on the production of common components instead of components customized to meet our requirements. The supply of components/elements for a new or existing product/service could be delayed or constrained, or a key manufacturing vendor could delay shipments of completed products to us adversely affecting our business plan and results of operations.

We rely on various intellectual property rights, including trademarks, in order to operate our business.

The Issuer relies on certain intellectual property rights to operate its business. The Issuer has broad technical-based intellectual property rights potential upon which to claim and file future patent applications. The Issuer may not have the capacity to finance the prosecution of the entirety of its opportunity and therefore may partner and share with

others to cover the expense and manage such claims or elect not to pursue such claims. The Issuer’s intellectual property rights may not be sufficiently broad or otherwise may not provide us a significant competitive advantage. In addition, the steps that we have taken to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented or designed-around, particularly in countries where intellectual property rights are not highly developed or protected. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons, or countries may require compulsory licensing of our intellectual property. Our failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such property, could adversely impact our competitive position and results of operations. We also rely on nondisclosure and noncompetition agreements with employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these agreements will adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or other proprietary rights. As we expand our business, protecting our intellectual property will become increasingly important. The protective steps we have taken may be inadequate to deter our competitors from using our proprietary information. In order to protect or enforce our patent rights, we may be required to initiate litigation against third parties, such as infringement lawsuits. Also, these third parties may assert claims against us with or without provocation. These lawsuits could be expensive, take significant time and could divert management’s attention from other business concerns. The law relating to the scope and validity of claims in the technology field in which we operate is still evolving and, consequently, intellectual property positions in our industry are generally uncertain. We cannot assure you that we will prevail in any of these potential suits or that the damages or other remedies awarded, if any, would be commercially valuable.

If we are unable to obtain and maintain patent protection for any product candidate we develop, our competitors could develop and commercialize products or technology similar or identical to ours, and our ability to successfully commercialize any product candidate we may develop, and its technology, may be adversely affected.

The Issuer’s success depends in large part on its ability to obtain and maintain patent protection in the United States and other countries with respect to any product candidate and other technologies the Issuer may develop. Given that the development of its technology is at an early stage, its intellectual property portfolio with respect to certain aspects of its technology and any product candidates is also at an early stage. The Issuer has filed and intends to file patent applications on these aspects of its technology and any product candidates; however, there can be no assurance that any such patent applications will issue as granted patents.

Composition of matter patents for biological and pharmaceutical products are generally considered to be the strongest form of intellectual property protection for those types of products, as such patents provide protection without regard to any method of use. The Issuer cannot be certain, however, that the claims in its future patent applications covering the composition of matter of any product candidates will be considered patentable by the United States Patent and Trademark Office (“USPTO”), or by patent offices in foreign countries, or that the claims in any of its issued patents will be considered valid and enforceable by courts in the United States or foreign countries.

Furthermore, in some cases, the Issuer may not be able to obtain issued claims covering compositions of matter relating to any product candidates it develops and instead may need to rely on filing patent applications with claims covering a method of use and/or method of manufacture. Method of use patents protect the use of a product for the specified method. This type of patent does not prevent a competitor from making and marketing a product that is identical to any product the Issuer develops for an indication that is outside the scope of the patented method. Moreover, even if competitors do not actively promote their products for its targeted indications, physicians may prescribe these products “off-label” for those uses that are covered by its method of use patents. Although off-label prescriptions may infringe or contribute to the infringement of method of use patents, the practice is common and such infringement is difficult to prevent or prosecute. There can be no assurance that any such patent applications will issue as granted patents, and even if they do issue, such patent claims may be insufficient to prevent third parties, such as the Issuer’s competitors, from utilizing its technology. Any failure to obtain or maintain patent protection with respect to any product candidate the Issuer develops could have a material adverse effect on The Issuer’s business, financial condition, results of operations, and prospects.

If the scope of any patent protection we obtain is not sufficiently broad, or if the Issuer loses any future patent protection, its ability to prevent its competitors from commercializing similar or identical technology and product candidates would be adversely affected.

The patent position of life sciences companies generally is highly uncertain, involves complex legal and factual questions, and has been the subject of much litigation in recent years. As a result, the issuance, scope, validity,

enforceability, and commercial value of any future patent rights are highly uncertain. The Issuer’s future patent applications may not result in patents being issued which protect any product candidates the Issuer develops, or other technologies or which effectively prevent others from commercializing competitive technologies and product candidates.

No consistent policy regarding the scope of claims allowable in patents in the biotechnology field has emerged in the United States. The patent situation outside of the United States is even more uncertain. Changes in either the patent laws or their interpretation in the United States and other countries may diminish the Issuer’s ability to protect its inventions and enforce its intellectual property rights, and more generally could affect the value of its intellectual property. In particular, its ability to stop third parties from making, using, selling, offering to sell, or importing products that infringe its intellectual property will depend in part on its success in obtaining and enforcing patent claims that cover its technology, inventions and improvements. With respect to company-owned intellectual property, the Issuer cannot be sure that patents will be granted with respect to any patent applications filed by it in the future, nor can The Issuer be sure any patents that may be granted to the Issuer in the future will be commercially useful in protecting its products and the methods used to manufacture those products. Moreover, any patents that may be issued to the Issuer do not guarantee that the Issuer will have the right to practice its technology in relation to the commercialization of its products. The area of patent and other intellectual property rights in biotechnology is an evolving one with many risks and uncertainties, and third parties may have blocking patents that could be used to prevent the Issuer from commercializing any future product candidates. Any patents that may be issued to the Issuer in the future may be challenged, invalidated, or circumvented, which could limit its ability to stop competitors from marketing related products or limit the length of the term of patent protection that the Issuer may have for any product candidate it develops. In addition, the rights granted under any patents that may be issued to the Issuer may not provide the Issuer with protection or competitive advantages against competitors with similar technology. Furthermore, its competitors may independently develop similar technologies. For these reasons, the Issuer may have competition for any product candidate it develops. Moreover, because of the extensive time required for development, testing and regulatory review of a potential product, it is possible that, before any particular product candidate can be commercialized, any related patent that may issue to The Issuer may expire or remain in force for only a short period following commercialization, thereby reducing any advantage of the patent.

Any patents that the Issuer may own in the future may be challenged, narrowed, circumvented, or invalidated by third parties. Consequently, the Issuer does not know whether any product candidate or other technologies it develops will be protectable or remain protected by valid and enforceable patents. The Issuer’s competitors or other third parties may be able to circumvent the Issuer’s future patents by developing similar or alternative technologies or products in a non-infringing manner which could materially adversely affect its business, financial condition, results of operations and prospects. The issuance of a patent is not conclusive as to its inventorship, scope, validity, or enforceability, and patents that the Issuer may obtain may be challenged in the courts or patent offices in the United States and abroad. The Issuer may be subject to a third party preissuance submission of prior art to the USPTO or to foreign patent authorities or become involved in opposition, derivation, revocation, reexamination, post-grant and inter partes review, or interference proceedings or other similar proceedings challenging future patent rights. An adverse determination in any such submission, proceeding or litigation could reduce the scope of, or invalidate or render unenforceable, the Issuer’s future patent rights, allow third parties to commercialize any product candidates the Issuer develops or other technologies, and compete directly with the Issuer, without payment to the Issuer, or result in the Issuer’s inability to manufacture or commercialize products without infringing third-party patent rights. Moreover, the Issuer may have to participate in interference proceedings declared by the USPTO to determine priority of invention or in post-grant challenge proceedings, such as oppositions in a foreign patent office, that challenge its priority of invention or other features of patentability with respect to any future owned patents and patent applications. Such challenges may result in loss of patent rights, loss of exclusivity, or in patent claims being narrowed, invalidated, or held unenforceable, which could limit its ability to stop others from using or commercializing similar or identical technology and products, or limit the duration of the patent protection of any product candidates the Issuer develops. Such proceedings also may result in substantial cost and require significant time from its scientists and management, even if the eventual outcome is favorable to us.

In addition, given the amount of time required for the development, testing, and regulatory review of future product candidates, the Issuer’s future patents protecting such a product candidate might expire before or shortly after any such product candidate is approved and commercialized. As a result, its intellectual property may not provide the Issuer with sufficient rights to exclude others from commercializing products similar or identical to ours. The Issuer may in the future co-own patent rights relating to future product candidates with third parties. The Issuer may need the cooperation of any such co-owners of its patent rights in order to enforce such patent rights against third parties, and such cooperation may not be provided to us. Any of the foregoing could have a material adverse effect on its competitive position, business, financial conditions, results of operations, and prospects.

The Issuer’s rights to develop and commercialize any future product candidates may be subject, in part, to the terms and conditions of future licenses granted to it by others.

The Issuer may rely upon licenses to certain patent rights and proprietary technology from third parties that are important or necessary to the development of any product candidate the Issuer develops. Patent rights that the Issuer in-licenses in the future may be subject to a reservation of rights by one or more third parties. As a result, any such third parties may have certain rights to such intellectual property.

In addition, subject to the terms of any such license agreements, the Issuer may not have the right to control the preparation, filing, prosecution and maintenance, and the Issuer may not have the right to control the enforcement, and defense of patents and patent applications covering the technology that the Issuer licenses from third parties. The Issuer cannot be certain that its in-licensed patent applications (and any patents issuing therefrom) that are controlled by its licensors will be prepared, filed, prosecuted, maintained, enforced, and defended in a manner consistent with the best interests of its business. If its licensors fail to prosecute, maintain, enforce, and defend such patents rights, or lose rights to those patent applications (or any patents issuing therefrom), the rights the Issuer has licensed may be reduced or eliminated, its right to develop and commercialize any of its product candidates that are subject of such licensed rights could be adversely affected, and The Issuer may not be able to prevent competitors from making, using and selling competing products. Moreover, the Issuer cannot be certain that such activities by its potential future licensors will be conducted in compliance with applicable laws and regulations or will result in valid and enforceable patents or other intellectual property rights. In addition, even where the Issuer may have the right to control patent prosecution of patents and patent applications that the Issuer may license to and from third parties, the Issuer may still be adversely affected or prejudiced by actions or inactions of its potential future licensees, licensors and their counsel that took place prior to the date of assumption of control over patent prosecution.

The Issuer may not be able to protect its intellectual property and proprietary rights throughout the world.

Filing, prosecuting and defending patents on product candidates the Issuer develops and other technologies in all countries throughout the world would be prohibitively expensive, and the laws of foreign countries may not protect its rights to the same extent as the laws of the United States. Consequently, the Issuer may not be able to prevent third parties from practicing its inventions in all countries outside the United States, or from selling or importing products made using its inventions in and into the United States or other jurisdictions. Competitors may use its technologies in jurisdictions where the Issuer has not obtained patent protection to develop their own products and, further, may export otherwise infringing products to territories where the Issuer has patent protection but enforcement is not as strong as that in the United States. These products may compete with the Issuer’s products, and The Issuer’s patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.

Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets, and other intellectual property protection, particularly those relating to biotechnology products, which could make it difficult for the Issuer to stop the infringement of its patents or marketing of competing products in violation of its intellectual property and proprietary rights generally. Proceedings to enforce its intellectual property and proprietary rights in foreign jurisdictions could result in substantial costs and divert its efforts and attention from other aspects of its business, could put its patents at risk of being invalidated or interpreted narrowly, could put its patent applications at risk of not issuing, and could provoke third parties to assert claims against us. The Issuer may not prevail in any lawsuits that it initiates, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, its efforts to enforce its intellectual property and proprietary rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that the Issuer develops or licenses.

Many countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. In addition, many countries limit the enforceability of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of such patent. If the Issuer is forced to grant a license to third parties with respect to any future patents relevant to its business, its competitive position may be impaired, and its business, financial condition, results of operations, and prospects may be adversely affected.

In Europe, beginning June 1, 2023, European applications and patents may be subjected to the jurisdiction of the Unified Patent Court (“UPC”) unless those are explicitly opted out. Also, European applications will have the option, upon grant of a patent, of becoming a Unitary Patent which will be subject to the jurisdiction of the UPC. This will be a significant change in European patent practice. As the UPC is a new court system, there is no precedent for the court,

increasing the uncertainty. As a single court system can invalidate a European patent, we, where applicable may opt out of the UPC and as such, each European patent would need to be challenged in each individual country.

Changes in U.S. patent law could diminish the value of patents in general, thereby impairing the Issuer’s ability to protect any products it develops.

Changes in either the patent laws or interpretation of the patent laws in the United States could increase the uncertainties and costs surrounding the prosecution of patent applications and the enforcement or defense of issued patents. Assuming that other requirements for patentability are met, prior to March 2013, in the United States, the first to invent the claimed invention was entitled to the patent, while outside the United States, the first to file a patent application was entitled to the patent. After March 2013, under the Leahy-Smith America Invents Act, or the America Invents Act, enacted in September 2011, the United States transitioned to a first inventor to file system in which, assuming that other requirements for patentability are met, the first inventor to file a patent application will be entitled to the patent on an invention regardless of whether a third party was the first to invent the claimed invention. A third party that files a patent application in the USPTO after March 2013, but before the Issuer, could therefore be awarded a patent covering an invention of ours even if the Issuer had made the invention before it was made by such third party. This will require the Issuer to be cognizant going forward of the time from invention to filing of a patent application. Since patent applications in the United States and most other countries are confidential for a period of time after filing or until issuance, The Issuer cannot be certain that it is the first to file any patent application related to any product candidates it develops or other technologies.

The America Invents Act also includes a number of significant changes that affect the way patent applications will be prosecuted and also may affect patent litigation. These include allowing third party submission of prior art to the USPTO during patent prosecution and additional procedures to attack the validity of a patent by USPTO administered post-grant proceedings, including post-grant review, inter partes review, and derivation proceedings. Because of a lower evidentiary standard in USPTO proceedings compared to the evidentiary standard in United States federal courts necessary to invalidate a patent claim, a third party could potentially provide evidence in a USPTO proceeding sufficient for the USPTO to hold a claim invalid even though the same evidence would be insufficient to invalidate the claim if first presented in a district court action. Accordingly, a third party may attempt to use the USPTO procedures to invalidate the Issuer’s patent claims that would not have been invalidated if first challenged by the third party as a defendant in a district court action. Therefore, the America Invents Act and its implementation could increase the uncertainties and costs surrounding the prosecution of the Issuer’s owned future patent applications and the enforcement or defense of its owned future issued patents, all of which could have a material adverse effect on the Issuer’s business, financial condition, results of operations, and prospects.

In addition, the patent positions of companies in the development and commercialization of biologics and pharmaceuticals are particularly uncertain. The U.S. Supreme Court has ruled on several patent cases in recent years, either narrowing the scope of patent protection available in certain circumstances or weakening the rights of patent owners in certain situations. It is unpredictable how decisions by the federal courts, the U.S. Congress or the USPTO may impact the value of The Issuer’s patent rights. For example, the Supreme Court of the United States held in Amgen v. Sanofi (2023) that a functionally claimed genus was invalid for failing to comply with the enablement requirement of the Patent Act. In addition, the Federal circuit issued a decision involving the interaction of patent term adjustment (“PTA”), terminal disclaimers, and obvious-type double patenting. This combination of events has created uncertainty with respect to the validity and enforceability of patents, once obtained. Depending on future actions by the U.S. Congress, the federal courts, and the USPTO, the laws and regulations governing patents could change in unpredictable ways that could have a material adverse effect on the Issuer’s future patent portfolio and its ability to protect and enforce its intellectual property in the future.

The Issuer's future issued patents covering product candidates the Issuer develops could be found invalid or unenforceable if challenged in court or before administrative bodies in the United States or abroad.

In patent litigation in the United States, defendant counterclaims alleging invalidity or unenforceability are commonplace. Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements, including lack of novelty, obviousness or non-enablement. Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent withheld relevant information from the USPTO, or made a misleading statement, during prosecution. Third parties may raise claims challenging the validity or enforceability of the Issuer’s owned patents before administrative bodies in the United States or abroad, even outside the context of litigation. Such mechanisms include re-examination, post-grant review, inter partes review, interference proceedings, derivation proceedings, and equivalent proceedings in foreign jurisdictions (e.g., opposition proceedings). Such proceedings could result in the revocation of, cancellation of, or amendment to the Issuer’s future patents in such a way that they no longer cover its product candidate or other technologies. The outcome following

legal assertions of invalidity and unenforceability is unpredictable. With respect to the validity question, for example, the Issuer cannot be certain that there is no invalidating prior art, of which the Issuer and the patent examiner were unaware during prosecution. If a third party were to prevail on a legal assertion of invalidity or unenforceability, the Issuer would lose at least part, and perhaps all, of the patent protection on any product candidates it develops or other technologies. Such a loss of patent protection would have a material adverse impact on the Issuer’s business, financial condition, results of operations, and prospects.

If the Issuer is unable to protect the confidentiality of its trade secrets, its business and competitive position would be harmed.

In addition to seeking patents for its product candidate and other technologies, the Issuer also relies on trade secrets and confidentiality agreements to protect its unpatented know-how, technology, and other proprietary information and to maintain its competitive position. Trade secrets and know-how can be difficult to protect. The Issuer expects its trade secrets and know-how to over time be disseminated within the industry through independent development, the publication of journal articles describing the methodology, and the movement of personnel from academic to industry scientific positions.

The Issuer currently, and may in the future continue to, relies on third parties to assist it in developing and manufacturing its product candidates. Accordingly, the Issuer must, at times, share know-how and trade secrets with them. The Issuer may in the future also enter into research and development collaborations with third parties that may require it to share know-how and trade secrets under the terms of its research and development partnerships or similar agreements. The Issuer seeks to protect its know-how, trade secrets and other proprietary technology, in part, by entering into non-disclosure and confidentiality agreements, and including in its vendor and service agreements terms protecting its confidential information, know-how and trade secrets, with parties who have access to such information, such as its employees, scientific collaborators, CROs, contract manufacturers, consultants, advisors and other third parties. The Issuer also enters into confidentiality and invention or patent assignment agreements with its employees and consultants as well as trains its employees not to bring or use proprietary information or technology from former employers to the Issuer or in their work, and the Issuer reminds former employees when they leave their employment of their confidentiality obligations. However, the Issuer cannot guarantee that The Issuer has entered into such agreements with each party that may have or have had access to its trade secrets or proprietary technology and processes. The Issuer also seeks to preserve the integrity and confidentiality of its data and other confidential information by maintaining physical security of its premises and physical and electronic security of its information technology systems.

Despite the Issuer’s efforts, any of the aforementioned parties may breach the agreements and disclose the Issuer’s proprietary information, including its trade secrets, or there may be lapses or failures in its physical and electronic security systems which lead to its proprietary information being disclosed, and the Issuer may not be able to obtain adequate remedies in the event of any such breaches. Monitoring unauthorized uses and disclosures is difficult, and the Issuer does not know whether the steps it has taken to protect its proprietary technologies will be effective. If any of its scientific advisors, employees, contractors and consultants who are parties to these agreements breaches or violates the terms of any of these agreements, the Issuer may not have adequate remedies for any such breach or violation, and the Issuer could lose its trade secrets as a result. Moreover, if confidential information that is licensed or disclosed to the Issuer by its partners, collaborators, or others is inadvertently disclosed or subject to a breach or violation, the Issuer may be exposed to liability to the owner of that confidential information. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. If any of its trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, the Issuer would have no right to prevent them from using that technology or information to compete with us. If any of its trade secrets were to be disclosed to or independently developed by a competitor or other third party, the Issuer’s competitive position would be materially and adversely harmed.

The Issuer may be subject to claims that its employees, consultants, or advisors have wrongfully used or disclosed alleged trade secrets of their current or former employers or claims asserting ownership of what the Issuer regards as its own intellectual property.

Many of the Issuer’s employees, consultants, and advisors are currently or were previously employed at universities or other healthcare companies, including its competitors and potential competitors. Although the Issuer tries to ensure that its employees, consultants, and advisors do not use the proprietary information or know-how of others in their work for the Issuer, the Issuer may be subject to claims that the Issuer or these individuals have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such individual’s current or former employer. Litigation may be necessary to defend against these claims. If the Issuer fails in defending any such

claims, in addition to paying monetary damages, the Issuer may lose valuable intellectual property rights or personnel. Even if the Issuer is successful in defending against such claims, litigation could result in substantial costs and be a distraction to management.

In addition, while it is the Issuer’s policy to require its employees and contractors who may be involved in the conception or development of intellectual property to execute agreements assigning such intellectual property to the Issuer, the Issuer may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that the Issuer regards as its own. The assignment of intellectual property rights may not be self-executing, or the assignment agreements may be breached, and the Issuer may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what the Issuer regards as its intellectual property. Such claims could have a material adverse effect on the Issuer’s business, financial condition, results of operations, and prospects.

The Issuer may not own, or may not have sufficient rights to use, certain intellectual property that is material to its business, which could adversely affect the Issuer’s business and the value of the securities offered hereby.

The Issuer’s business depends, in part, on its ability to own, license, use, protect and enforce intellectual property rights relating to its technology, product candidates, know-how, data, inventions and other proprietary assets. The Issuer may not have obtained, or may be unable to obtain, valid and enforceable assignments, licenses or other transfers of rights from all persons or entities that developed, contributed to, owned or had rights in intellectual property that the Issuer believes is material to its business. In addition, prior transfers or assignments of intellectual property to the Issuer may not have been properly documented, may not have been timely executed, may not have included all necessary rights, may be subject to defects or limitations, or may be challenged by third parties.

If the Issuer does not own, or does not have sufficient rights to use, intellectual property that is material to its business, the Issuer may be unable to develop, commercialize, protect or enforce its technology or product candidates as currently contemplated. The Issuer may also be required to obtain additional assignments, licenses or consents, pay royalties or other consideration, modify its technology or business plans, cease using certain intellectual property, or engage in litigation or other proceedings to establish, defend or perfect its rights. Any such dispute, defect or limitation could be costly and time-consuming, could divert management’s attention, could impair the Issuer’s competitive position, and could materially and adversely affect the Issuer’s business, financial condition, results of operations, prospects and the value of the securities purchased by investors in this offering.

Third-party claims of intellectual property infringement, misappropriation or other violation against the Issuer or its collaborators may prevent or delay the development and commercialization of any product candidates the Issuer develops and other technologies.

Due to the focused research and development that is taking place by several companies, including the Issuer and its competitors, the intellectual property landscape is in flux, and it may remain uncertain in the future. As such, there may be significant intellectual property related litigation and proceedings relating to the Issuer’s owned, and other third party, intellectual property and proprietary rights in the future.

The Issuer’s commercial success depends in part on its and its collaborators’ ability to avoid infringing, misappropriating and otherwise violating the patents and other intellectual property rights of third parties. There is a substantial amount of complex litigation involving patents and other intellectual property rights in the biotechnology and pharmaceutical industries, as well as administrative proceedings for challenging patents, including interference, derivation and reexamination proceedings before the USPTO or oppositions and other comparable proceedings in foreign jurisdictions. As discussed above due to changes in U.S. law referred to as patent reform, new procedures including inter partes review and post-grant review have been implemented. As stated above, this reform adds uncertainty to the possibility of challenge to the Issuer’s future patents.

Numerous U.S. and foreign issued patents and pending patent applications owned by third parties exist relating to the fields in which the Issuer is developing its product candidate. As the biotechnology and pharmaceutical industries expand and more patents are issued, the risk increases that its product candidate and other technologies may give rise to claims of infringement of the patent rights of others. The Issuer cannot assure you that its product candidate and other technologies that the Issuer has developed, are developing or may develop in the future will not infringe existing or future patents owned by third parties. the Issuer may not be aware of patents that have already been issued and that a third party, for example, a competitor in the fields in which The Issuer is developing its product candidate and other technologies, might assert infringement by future the Issuer product candidates or other technologies, including claims to compositions, formulations, methods of manufacture or methods of use or treatment that cover future the Issuer product candidates or other technologies. It is also possible that patents owned by third parties of which the Issuer is

aware, but which the Issuer does not believe the Issuer infringes or that the Issuer believes the Issuer has valid defenses to any claims of patent infringement, could be found to be infringed by the Issuer. It is not unusual that corresponding patents issued in different countries have different scopes of coverage, such that in one country a third-party patent does not pose a material risk, but in another country, the corresponding third-party patent may pose a material risk to the Issuer’s product candidates. As such, we monitor third-party patents in the fields in which the Issuer is developing its product candidate. In addition, because patent applications can take many years to issue, there may be currently pending patent applications that may later result in issued patents that future the Issuer product candidates or other technologies may infringe. Generative artificial intelligence (AI) resources that are publicly available also present a risk that the Issuer may inadvertently obtain, incorporate, or use a third party’s intellectual property. The Issuer cannot provide any assurances that third-party patents do not exist which might be enforced against its current technology, manufacturing methods, product candidates, or future methods or products resulting in either an injunction prohibiting its manufacture or future sales, or, with respect to its future sales, an obligation on its part to pay royalties and/or other forms of compensation to third parties, which could be significant.

The Issuer’s success depends on the experience and skill of the board of directors, its executive officers and key employees.

We are dependent on the successful solicitation of and retainment of capable future board of directors, board of advisors, executive officers and key employees. These persons may not devote their full time and attention to the matters of the Issuer. The loss of our board of directors, board of advisors, executive officers and key employees could harm the Issuer’s business, financial condition, cash flow and results of operations.

Although dependent on certain key personnel, the Issuer does not have any key person life insurance policies on any such people.

We are dependent on certain key personnel in order to conduct our operations and execute our business plan, however, the Issuer has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, if any of these personnel die or become disabled, the Issuer will not receive any compensation to assist with such person’s absence. The loss of such person could negatively affect the Issuer and our operations. We have no way to guarantee key personnel will stay with the Issuer, as many states do not enforce non-competition agreements, and therefore acquiring key man insurance will not ameliorate all of the risk of relying on key personnel.

Damage to our reputation could negatively impact our business, financial condition and results of operations.

Our reputation and the quality of our brand are critical to our business and success in existing markets, and will be critical to our success as we enter new markets. Any incident that erodes consumer loyalty for our brand could significantly reduce its value and damage our business. We may be adversely affected by any negative publicity, regardless of its accuracy. Also, there has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate as is its impact. Information posted may be averse to our interests or may be inaccurate, each of which may harm our performance, prospects or business. The harm may be immediate and may disseminate rapidly and broadly, without affording us an opportunity for redress or correction.

Our business could be negatively impacted by cyber security threats, attacks and other disruptions.

We continue to face advanced and persistent attacks on our information infrastructure where we manage and store various proprietary information and sensitive/confidential data relating to our operations. These attacks may include sophisticated malware (viruses, worms, malicious software programs and other forms of “hacking”) and phishing emails that attack our products or otherwise exploit any security vulnerabilities. These intrusions sometimes may be zero-day malware that are difficult to identify because they are not included in the signature set of commercially available antivirus scanning programs. Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our confidential information or that of our customers or other third-parties, create system disruptions, or cause shutdowns. Additionally, sophisticated software and applications that we produce or procure from third-parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the information infrastructure. A disruption, infiltration or failure of our information infrastructure systems or any of our data centers as a result of software or hardware malfunctions, computer viruses, cyber-attacks, employee theft or misuse, power disruptions, natural disasters or accidents could cause breaches of data security, loss of critical data and performance delays, which in turn could adversely affect our business.

Security breaches of confidential customer information, in connection with our electronic processing of credit and debit card transactions, or confidential employee information may adversely affect our business.

Our business requires the collection, transmission and retention of personally identifiable information, in various information technology systems that we maintain and in those maintained by third parties with whom we contract to provide services. The integrity and protection of that data is critical to us. The information, security and privacy requirements imposed by governmental regulation are increasingly demanding. Our systems may not be able to satisfy these changing requirements and customer and employee expectations, or may require significant additional investments or time in order to do so. A breach in the security of our information technology systems or those of our service providers could lead to an interruption in the operation of our systems, resulting in operational inefficiencies and a loss of profits. Additionally, a significant theft, loss or misappropriation of, or access to, customers’ or other proprietary data or other breach of our information technology systems could result in fines, legal claims or proceedings.

The use of Individually identifiable data by our business, our business associates and third parties is regulated at the state, federal and international levels.

The regulation of individual data is changing rapidly, and in unpredictable ways. A change in regulations by the SEC, FDA or any other government, university or relevant agency could adversely affect our business, including causing our business model to no longer be viable. Costs associated with information security – such as investment in technology, the costs of compliance with consumer protection laws and costs resulting from consumer fraud – could cause our business and results of operations to suffer materially. Additionally, the success of our online operations depends upon the secure transmission of confidential information over public networks, including the use of cashless payments. The intentional or negligent actions of management members, partners, employees, business associates or third parties may undermine our security measures. As a result, unauthorized parties may obtain access to our data systems and misappropriate confidential data. There can be no assurance that advances in computer capabilities, new discoveries in the field of cryptography or other developments will prevent the compromise of our customer transaction processing capabilities and personal data. If any such compromise of our security or the security of information residing with our business associates or third parties were to occur, it could have a material adverse effect on our reputation, operating results and financial condition. Any compromise of our data security may materially increase the costs we incur to protect against such breaches and could subject us to additional legal risk.

The Issuer is not subject to Sarbanes-Oxley regulations and may lack the financial controls and procedures of public companies.

The Issuer may not have the internal control infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes Oxley Act of 2002. As a privately-held (non-public) issuer, the Issuer is currently not subject to the Sarbanes Oxley Act of 2002, and its financial and disclosure controls and procedures reflect its status as a development stage, non-public company. There can be no guarantee that there are no significant deficiencies or material weaknesses in the quality of the Issuer’s financial and disclosure controls and procedures. If it were necessary to implement such financial and disclosure controls and procedures, the cost to the Issuer of such compliance could be substantial and could have a material adverse effect on the Issuer’s results of operations.

We operate in a highly regulated environment, and if we are found to be in violation of any of the federal, state, or local laws or regulations applicable to us, our business could suffer.

We are also subject to a wide range of federal, state, and local laws and regulations, such as local licensing requirements, and retail financing, debt collection, consumer protection, environmental, health and safety, creditor, wage-hour, anti-discrimination, whistleblower and other employment practices laws and regulations and we expect these costs to increase going forward. The violation of these or future requirements or laws and regulations could result in administrative, civil, or criminal sanctions against us, which may include fines, a cease-and-desist order against the subject operations or even revocation or suspension of our license to operate the subject business. As a result, we have incurred and will continue to incur capital and operating expenditures and other costs to comply with these requirements and laws and regulations.

Investors will hold the Securities through a custodian and may not be direct record holders of the Securities.

The Securities sold in this Offering are expected to be issued in book-entry form and held of record by the Custodian or its nominee for the benefit of Investors. As a result, Investors may not be direct record holders of the Securities on the Issuer’s stock ledger and may hold only beneficial interests or securities entitlements in the Securities. This structure may limit an Investor’s ability to take certain actions directly as a stockholder and may require the Investor to act through the Custodian, the Intermediary, the Issuer and/or the Issuer’s transfer agent in connection with transfers, communications, voting mechanics, tax documentation and other administrative matters. Any transfer of the Securities will also remain subject to the restrictions described in this Form C, the subscription agreement, the Issuer’s governing documents, applicable law and applicable transfer agent or custodian procedures.

The exercise of warrants or conversion of other convertible securities could result in additional dilution to Investors.

The issuance of additional shares of Common Stock or securities exercisable, convertible or exchangeable for our capital stock, could result in dilution to Investors and existing stockholders. The new securities issued in connection

with the exercise of warrants, options, or conversion of other convertible securities may have rights senior to those of the Securities offered in this Offering and could adversely affect the price of our Common Stock.

The Company presently intends to issue only common stock, however, while there are no plans to issue preferred forms of stock with different priorities or seniority rights, such as in ownership, dilution, liquidation, etc., the Company reserves the right, in its sole discretion, to issue and for certain shareholders to hold such other varying forms of ownership that may include priorities in dividends and liquidation over common stock, whereby such forms could be tailored by seniority, income, and conversion rights, with key types including prior preferred (highest seniority), preference preferred (junior to prior), cumulative (missed dividends owed), and convertible (exchangeable for common) with appropriate state and federal statutory securities notices at any time in the future.

State and federal securities laws are complex, and the Issuer could potentially be found to have not complied with all relevant state and federal securities law in prior offerings of securities.

The Issuer has conducted a previous convertible offering and may not have complied with all relevant state and federal securities laws. If a court or regulatory body with the required jurisdiction ever concluded that the Issuer may have violated state or federal securities laws, any such violation could result in the Issuer being required to offer rescission rights to investors in such offering. If such investors exercised their rescission rights, the Issuer may have to pay to such investors an amount of funds equal to the purchase price paid by such investors plus interest from the date of any such purchase. No assurances can be given the Issuer will, if it is required to offer such investors a rescission right, have sufficient funds to pay the prior investors the amounts required or that proceeds from this Offering would not be used to pay such amounts.

In addition, if the Issuer violated federal or state securities laws in connection with a prior offering and/or sale of its securities, federal or state regulators could bring an enforcement, regulatory and/or other legal action against the Issuer which, among other things, could result in the Issuer having to pay substantial fines and be prohibited from selling securities in the future.

The U.S. Securities and Exchange Commission does not pass upon the merits of the Securities or the terms of the Offering, nor does it pass upon the accuracy or completeness of any Offering document or literature.

You should not rely on the fact that our Form C is accessible through the U.S. Securities and Exchange Commission’s EDGAR filing system as an approval, endorsement or guarantee of compliance as it relates to this Offering. The U.S. Securities and Exchange Commission has not reviewed this Form C, nor any document or literature related to this Offering.

Neither the Offering nor the Securities have been registered under federal or state securities laws.

No governmental agency has reviewed or passed upon this Offering or the Securities. Neither the Offering nor the Securities have been registered under federal or state securities laws. Investors will not receive any of the benefits available in registered offerings, which may include access to quarterly and annual financial statements that have been audited by an independent accounting firm. Investors must therefore assess the adequacy of disclosure and the fairness of the terms of this Offering based on the information provided in this Form C and the accompanying exhibits.

The Issuer's management may have broad discretion in how the Issuer uses the net proceeds of the Offering.

Unless the Issuer has agreed to a specific use of the proceeds from the Offering, the Issuer’s management will have considerable discretion over the use of proceeds from the Offering. You may not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.

The Intermediary Fees paid by the Issuer are subject to change depending on the success of the Offering.

At the conclusion of the Offering, the Issuer shall pay the Intermediary a cash fee equal to the greater of (A) $15,000.00 or (B) the amount determined pursuant to the following schedule: (1) 0% of any amounts raised up to $100,000.00, and (2) 6% of any amounts raised exceeding $100,000.01 but not exceeding $5,000,000.00 in a Successful Offering. The compensation paid by the Issuer to the Intermediary may impact how the Issuer uses the net proceeds of the Offering.

The Issuer has the right to limit individual Investor commitment amounts based on the Issuer’s determination of an Investor’s sophistication.

The Issuer may prevent any Investor from committing more than a certain amount in this Offering based on the Issuer’s determination of the Investor’s sophistication and ability to assume the risk of the investment. This means that your desired investment amount may be limited or lowered based solely on the Issuer’s determination and not in line with relevant investment limits set forth by the Regulation CF rules. This also means that other Investors may receive larger allocations of the Offering based solely on the Issuer’s determination.

The Issuer has the right to extend the Offering Deadline.

The Issuer may extend the Offering Deadline beyond what is currently stated herein. This means that your investment may continue to be held in escrow while the Issuer attempts to raise the Target Offering Amount even after the Offering Deadline stated herein is reached. While you have the right to cancel your investment in the event the Issuer extends the Offering Deadline, if you choose to reconfirm your investment, your investment will not be accruing interest during this time and will simply be held until such time as the new Offering Deadline is reached without the Issuer receiving the Target Offering Amount, at which time it will be returned to you without interest or deduction, or the Issuer receives the Target Offering Amount, at which time it will be released to the Issuer to be used as set forth herein. Upon or shortly after the release of such funds to the Issuer, the Securities will be issued and distributed to you.

The Issuer may also end the Offering early.

If the Target Offering Amount is met after 21 calendar days, but before the Offering Deadline, the Issuer can end the Offering by providing notice to Investors at least 5 business days prior to the end of the Offering. This means your failure to participate in the Offering in a timely manner, may prevent you from being able to invest in this Offering – it also means the Issuer may limit the amount of capital it can raise during the Offering by ending the Offering early.

The Securities will not be freely tradable under the Securities Act until one year from when the securities are issued. Although the Securities may be tradable under federal securities law, state securities regulations may apply, and each Investor should consult with their attorney.

You should be aware of the long-term nature of this investment. There is not now and likely will not ever be a public market for the Securities. Because the Securities have not been registered under the Securities Act or under the securities laws of any state or foreign jurisdiction, the Securities have transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF. It is not currently contemplated that registration under the Securities Act or other securities laws will be effected. Limitations on the transfer of the Securities may also adversely affect the price that you might be able to obtain for the Securities in a private sale. Investors should be aware of the long-term nature of their investment in the Issuer. Each Investor in this Offering will be required to represent that they are purchasing the Securities for their own account, for investment purposes and not with a view to resale or distribution thereof.

Investors will not be entitled to any inspection or information rights other than those required by law.

Investors will not have the right to inspect the books and records of the Issuer or to receive financial or other information from the Issuer, other than as required by law. Other security holders of the Issuer may have such rights. Regulation CF requires only the provision of an annual report on Form C and no additional information. Additionally, there are numerous methods by which the Issuer can terminate annual report obligations, resulting in no information rights, contractual, statutory or otherwise, owed to Investors. This lack of information could put Investors at a disadvantage in general and with respect to other security holders, including certain security holders who have rights to periodic financial statements and updates from the Issuer such as quarterly unaudited financials, annual projections and budgets, and monthly progress reports, among other things.

The offering price was not established in a competitive market. We have arbitrarily set the price of the Securities with reference to the general status of the securities market and other relevant factors. The offering price for the Securities should not be considered an indication of the actual value of the Securities and is not based on our asset value, net worth, revenues or other established criteria of value. We cannot guarantee that the Securities can be resold at the offering price or at any other price. While the Company has a stated interest in conducting a subsequent Regulation A (“Reg A”) securities offering providing unrestricted stock, and in which the Investor would be converted into; there is no assurance that such an offering would be successfully undertaken to effectuate such a conversion.

Each Investor must purchase the Securities for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and each Investor must represent it has no present intention of selling, granting any participation in, or otherwise distributing the same. Each Investor must acknowledge and agree that the subscription agreement and the underlying securities have not been, and will not be, registered under the Securities Act or any state securities laws, by reason of specific exemptions under the provisions thereof which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor representations.

The Securities being offering will be subject to dilution. The Issuer may issue additional equity to employees and third-party financing sources in amounts that are uncertain at this time, and as a consequence holders of Securities will be subject to dilution in an unpredictable amount. Such dilution will reduce an Investor’s control and economic interests in the Issuer. The amount of additional financing needed by Issuer will depend upon several contingencies not foreseen at the time of this offering. Each such round of financing (whether from the Issuer or other investors) is typically intended to provide the Issuer with enough capital to reach the next major corporate milestone. If the funds are not sufficient, Issuer may have to raise additional capital at a price unfavorable to the existing investors, including the purchaser. The availability of capital is at least partially a function of capital market conditions that are beyond the control of the Issuer. There can be no assurance that the Issuer will be able to predict accurately the future capital requirements necessary for success or that additional funds will be available from any source. Failure to obtain such financing on favorable terms could dilute or otherwise severely impair the value of the Securities.

In addition, the Issuer has two outstanding convertible securities with principal amounts of $60,000 and $150,000, respectively. If the Issuer enters into a financing transaction or experiences a liquidity event that triggers the conversion of such securities, the conversion of these instruments into equity would result in dilution to investors in this Offering. See “Capitalization, Debt and Ownership—Outstanding Options, SAFEs, Convertible Notes, Warrants” for additional information regarding the Issuer’s convertible securities and their potential dilutive impact.

There is no guarantee of a return on an Investor’s investment.

There is no assurance that an Investor will realize a return on their investment or that they will not lose their entire investment. For this reason, each Investor should read this Form C and all exhibits carefully and should consult with their attorney and business advisor prior to making any investment decision.

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