148 Townsend St, San Francisco, CA 94107
Minimum Investment Amount
Convertible Promissory Notes
Type of Equity Converted Into
April 01, 2023
Annual Interest Rate
What is a Convertible Note?
A convertible note offers you the right to receive Preferred Stock in NanoVMS, Inc.. The amount of Preferred Stock you will receive in the future will be determined at the next equity round in which the Company raises at least $10,000,000.00 in a qualified equity financing. The highest conversion price per security is set based on a $20,000,000.00 Valuation Cap or if less, then you will receive a 1.0% discount on the price the new investors are paying. You also receive 2.0% 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 Preferred 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.
Friends and Family Early Birds
Invest within the first 48 hours and receive an additional 25% bonus on the convertible note interest rate.
Super Early Bird Bonus
Invest within the first week and receive an additional 10% bonus on the convertible note interest rate.
Early Bird Bonus
Invest within the two weeks and receive an additional 5% bonus on the convertible note interest rate.
$500+: Receive an additional 5% bonus on the convertible note interest rate.
$1,000+: Receive an additional 7% bonus on the convertible note interest rate.
$2,500+: Receive an additional 10% bonus on the convertible note interest rate.
$5,000+: Receive an additional 15% bonus on the convertible note interest rate + Call with Founders.
$10,000+: Receive an additional 20% bonus on the convertible note interest rate + Call with Founders
$20,000+: Receive an additional 25% bonus on the convertible note interest rate + Call with Founders
*All perks occur when the offering is completed.
NanoVMS Inc. will offer 10% additional bonus interest for all investments that are committed by investors that are eligible for the StartEngine Crowdfunding Inc. OWNer's bonus.
Eligible StartEngine shareholders 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 2.2% instead of 2%.
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 canceled or fail.
Irregular Use of Proceeds
The Company might incur Irregular Use of Proceeds that may include but are not limited to the following over $10,000: Vendor payments.
Most recent fiscal year-end:
Prior fiscal year-end:
Cash And Cash Equivalents
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.