Company	:	Eleison Pharmaceuticals Inc.
Corporate Address	:	100 Overlook Center, 2nd Floor, Princeton, NJ 08540
Offering Minimum	:	$124,000.00
Offering Maximum	:	$1,235,000.00
Minimum Investment Amount (per investor)	:	$600.00

Terms

Offering Type	:	Convertible Promissory Notes
Type of Equity Converted Into	:	Common Stock
Conversion Trigger	:	$5,000,000.00
Maturity Date	:	January 06, 2027
Valuation Cap	:	$75,000,000.00
Discount Rate	:	25.0%
Annual Interest Rate	:	10.0%

What is a Convertible Note?

A convertible note offers you the right to receive Common Stock in Eleison Pharmaceuticals Inc.. The amount of Common Stock you will receive in the future will be determined at the next equity round in which the Company raises at least $5,000,000.00 in a qualified equity financing. The highest conversion price per security is set based on a $75,000,000.00 Valuation Cap or if less, then you will receive a 25.0% discount on the price the new investors are paying. You also receive 10.0% interest per year added to your investment. When the maturity date is reached, if the note has not converted then you are entitled to receive Common Stock equal to your investment and interest back at a price per security determined by dividing the Valuation Cap by the aggregate number of outstanding equity securities of the Company as of immediately prior (on a fully diluted basis).

*Maximum number of shares offered subject to adjustment for bonus shares. See Bonus info below.

Investment Incentives & Bonuses*

Loyalty Bonus: For our returning investors in Eleison Pharmaceuticals, enjoy additional 10% bonus interest.

Time-Based Perks

Early Bird 1: Invest $5,000+ within the first 2 weeks | 5% bonus interest

Early Bird 2: Invest $10,000+ within the first 2 weeks | 10% bonus interest

Early Bird 3: Invest $25,000+ within the first 2 weeks | 15% bonus interest

Early Bird 4: Invest $50,000+ within the first 2 weeks | 20% bonus interest

Amount-Based Perks

Tier 1 Perk: Invest $10,000+ | 5% bonus interest

Tier 2 Perk: Invest $50,000+ | 10% bonus interest

*In order to receive perks from an investment, one must submit a single investment in the same offering that meets the minimum perk requirement. Bonus shares from perks will not be granted if an investor submits multiple investments that, when combined, meet the perk requirement. All perks occur when the offering is completed.

Crowdfunding investments made through a self-directed IRA cannot receive non-bonus share perks due to tax laws. The Internal Revenue Service (IRS) prohibits self-dealing transactions in which the investor receives an immediate, personal financial gain on investments owned by their retirement account. As a result, an investor must refuse those non-bonus share perks because they would be receiving a benefit from their IRA account.

The 10% StartEngine Venture Club Bonus

Eleison Pharmaceuticals, Inc. will offer 10% additional bonus interest for all investments that are committed by investors who are eligible for the StartEngine Crowdfunding, Inc. Venture Club Bonus.

Eligible StartEngine convertible note holders will receive a 10% increase in the annual interest rate on Convertible Promissory Notes in this Offering. This means your annual interest rate will be 11% instead of 10%.

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 Venture Club bonus and the Loyalty Bonus in addition to the aforementioned bonus.

Innovative Treatment for Pancreatic, Lung, and Brain Cancers