315 Montgomery Street, 10th Floor, San Francisco, CA 94104
Minimum Investment Amount
Minimum Number of Shares Offered
Maximum Number of Shares Offered
Price per Share
Voting Rights of Securities sold in this Offering
. Each Subscriber shall appoint the Chief Executive Officer of the Company (the “CEO”), or his or her successor, as the Subscriber’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to, consistent with this instrument and on behalf of the Subscriber, (i) vote all Securities, (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, 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 Subscriber pursuant to this Section are coupled with an interest. Such proxy and power will be irrevocable. The proxy and power, so long as the Subscriber is an individual, will survive the death, incompetency and disability of the Subscriber and, so long as the Subscriber is an entity, will survive the merger or reorganization of the Subscriber or any other entity holding the Securities. 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 of 1933 covering the offer and sale of Common Stock or the effectiveness of a registration statement under the Securities Exchange Act of 1934 covering the Common Stock.
*Maximum Number of Shares Offered subject to adjustment for bonus shares. See Bonus info below.
Friends & Family:
Invest within the first 72 hours and receive 20% bonus shares with your investment.
Super Early Bird:
Invest within the first week and receive 15% bonus shares with your investment.
Invest within the two weeks and receive 8% bonus shares with your investment.
Tier 1: $100+
Free membership for one year to MentalHappy Community.
Tier 2: $250+
Free membership for one year to MentalHappy Community for you and a friend + Tier 1 Perks.
Tier 3: $500+
MentalHappy T-shirt and a motivational note from CEO + Tier 2 Perks.
Tier 4: $1000+
A thank you Wellness Kit, that includes luxury holistic products for you and a friend, and a handwritten personal note from our CEO + Tier 3 Perks.
Tier 5: $2500+
Wellness Retreat Day with CEO, team, and other investors at this level + Tier 4 Perks.
Tier 6: $5000+
10% bonus shares + a phone call from CEO + Tier 5 Perks.
Tier 7: $10,000+
15% bonus shares + Private investor dinner in San Francisco, CA + Tier 6 Perks. Transportation not included.
*All perks occur when the offering is completed.
MentalHappy Inc. 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 common stock at $5.27/ share, you will receive and own 110 shares for $527.00 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 investors 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 cancelled or fail.
Investors will only receive a single bonus, which will be the highest bonus rate they are eligible for.
Example - The Company might incur Irregular Use of Proceeds that may include but are not limited to the following over $10,000: Vendor payments and salary made to one's self, a friend or relative; Any expense labeled "Administration Expenses" that is not strictly for administrative purposes; Any expense labeled "Travel and Entertainment"; Any expense that is for the purposes of inter-company debt or back payments.
A crowdfunding investment involves risk. You should not invest any funds in this offering unless you can afford to lose your entire investment. In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. These securities have not been recommended or approved by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not passed upon the accuracy or adequacy of this document. The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature. These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration.