*The Offering Maximum Non-Voting Common Stock subject to adjustment for bonus shares. See “Investment Incentives and Bonuses.”
Voting Rights of Securities Sold in this Offering
Pursuant to the Subscription Agreement, investors agree to appoint the CEO, or his or her successor, as the investor’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to, consistent with the Subscription Agreement and on behalf of the investor, (i) vote all Securities held of record by the investor (including any shares of the Company’s capital stock that the investor may acquire in the future), (ii) give and receive notices and communications, (iii) execute any instrument or document that the CEO determines is necessary or appropriate in the exercise of its authority under this instrument at its own discretion, and (iv) take all actions necessary or appropriate in the judgment of the CEO for the accomplishment of the foregoing. The proxy and power granted by the investor are coupled with an interest. Such proxy and power will be irrevocable. The proxy and power, so long as the investor is an individual, will survive the death, incompetency and disability of the investor and, so long as the investor is an entity, will survive the merger or reorganization of the investor or any other entity holding the Securities. Such proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the investor (including any transferee of any Securities held by investor); any transferee receiving the investor’s Securities (or any portion thereof) shall agree to be bound by the proxy as set forth in the Subscription Agreement. However, the proxy will terminate upon the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of common stock or the effectiveness of a registration statement under the Securities Exchange Act covering the common stock.
Investment Incentives and Bonuses1
Time-Based:
Friends and Family
Invest within 72 hours and receive 10% bonus shares and a Food Allergy Care Kit.
Early Bird Bonus
Invest within two weeks and receive 5% bonus shares.
Comb/Avid Investor
Invest $10,000+ within the first 48 hours and receive 20% bonus shares.
Amount-Based:
Tier 1 | Premier
Invest $1,000+ and receive a Food Allergy Care Kit.
Tier 2 | Silver
Invest $2,000+ and receive a Rebate Coupon* and a Food Allergy Care Kit.
Tier 3 | Gold
Invest $10,000+ and receive a Rebate Coupon, a Food Allergy Care Kit, 30-minute Zoom with CEO, Scientific & Medical Advisory Webinar, and 5% bonus shares.
Tier 4 | Diamond
Invest $25,000+ and receive a Rebate Coupon, Allergy Care Kit, 30-minute Zoom with CEO, Scientific & Medical Advisory Webinar, and 10% bonus shares.
Tier 5 | Platinum
Invest $100,000 + and receive a Rebate Coupon, a Food Allergy Care Kit, 30-minute Zoom with CEO, Advisory Webinar, and 15% bonus shares.
*Rebate Coupon valid for one Allergenis commercially available test (one food allergen) for one year from issue date and is fully transferable. Individual utilizing coupon must be eligible for testing.
The Allergy Care Kit is valued at approximately $60. Components may include but not guaranteed: water bottle, snack safe stickers, sample allergy guide, restaurant cards, red sneakers for Oakley keychain, food allergy book, and others.
30 Minute Zoom includes a 1:1 session with Allergenis CEO, Jim Garner.
The Scientific & Medical Advisory Webinar includes a 60-minute session with a member of our medical and/or development team.
1 In order to receive incentives and bonuses from an investment, you must submit a single investment in the same offering that meets the minimum incentive or bonus requirement. Bonus shares from perks will not be granted if you submit multiple investments that, when combined, meet the incentive or bonus requirement. All incentives and bonuses will occur when the Offering is completed.
The 10% StartEngine Owners' Bonus
AllerGenis will offer 10% additional bonus shares for all investments that are committed by investors that are eligible for the StartEngine Crowdfunding Inc. OWNer's bonus.
This means eligible StartEngine shareholders will receive a 10% bonus for any shares they purchase in this offering. For example, if you buy 100 shares of Non-Voting Common Stock at $5.00/ share, you will receive 110 shares of Non-Voting Common Stock, meaning you'll own 110 shares for $5. Fractional shares will not be distributed and share bonuses will be determined by rounding down to the nearest whole share.
This 10% Bonus is only valid during the investor's eligibility period. Investors eligible for this bonus will also have priority if they are on a waitlist to invest and the company surpasses its maximum funding goal. They will have the first opportunity to invest should room in the offering become available if prior investments are canceled or fail.
Investors will receive the highest single bonus they are eligible for among the bonuses based on the amount invested and the time of offering elapsed (if any). Eligible investors will also receive the Owner’s Bonus and the aforementioned bonus.
