*Maximum number of shares offered subject to adjustment for bonus shares. See Bonus Share info below.
Time-Based:
Friends and Family Early Birds Bonus
Invest within the first 72 hours and receive 20% bonus shares. Please note that bonus shares are not cumulative with later time-based bonuses.
Super Early Bird Bonus
Invest within the first 7 days after launch date and receive 15% bonus shares. Please note that bonus shares are not cumulative with later time-based bonuses.
Early Bird Bonus
Invest in the second week after launch and receive 10% bonus shares.
Amount-Based:
Tier 1 | $500-$999
Investor’s Club membership, which provides quarterly updates
Tier 2 | $1,000-$1,999
Receive 5% Bonus Shares + Investor’s Club membership
Tier 3 | $2,500-$4,999
Receive 10% Bonus Shares + Investor’s Club membership. Please note that bonus shares are not cumulative with lower tier bonuses.
Tier 4 | $5,000-$9,999
Receive 15% Bonus Shares + Investor’s Club membership. Please note that bonus shares are not cumulative with lower tier bonuses.
Tier 5 | $10,000-$24,999
Receive 20% Bonus Shares + Investor’s Club membership + meet the founders on a video call (or in person at investor expense). Please note that bonus shares are not cumulative with lower tier bonuses.
Tier 6 | $25,000+
Receive 25% Bonus Shares + Investor’s Club membership + meet the founders on a video call (or in person at investor expense). Please note that bonus shares are not cumulative with lower tier bonuses.
*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.
The 10% StartEngine Owners' Bonus
Cytex Therapeutics, 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 investors will receive a 10% bonus for any shares they purchase in this offering. For example, if you buy 1000 shares of Series B-CF Non-Voting Common Stock at $2.00 / share, you will receive 1100 shares for $2000. 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 canceled or fail.
Investors will receive the highest single bonus they are eligible for among the bonuses based on the amount invested and time of offering elapsed (if any). Eligible investors will also receive the Owner’s Bonus in addition to the aforementioned bonus.
Important Provisions in your Subscription Agreement
Pursuant to the subscription agreement the Company may require Investors to establish an account with StartEngine Primary LLC so that the Securities can be recorded on the books of the Company as being held by the StartEngine Primary, LLC as “Nominee” in omnibus as legal holder of record of the securities. If this election is made Investors will appear on the books of the Nominee as the beneficial owner of the Securities. Each Investor agrees that in the event it does not provide information sufficient to effect such arrangement in a timely manner, the Company may repurchase the Securities at a price to be determined by the Board of Directors. Each Investors further agrees to transfer its holdings of securities issued under Section 4(a)(6) of the Act into “street name” in a brokerage account in Investor’s name, provided that the Company pay all costs of such transfer. Each Investor agrees that in the event it does not provide information sufficient to effect such transfer in a timely manner, the Company may repurchase the Securities at a price to be determined by the Board of Directors.
The subscription agreement also includes drag-along provisions which limit holders of Securities from voting against or exercising appraisal rights in the event of a change in control of the Company meeting the conditions of the drag-along provisions.
In addition, your subscription agreement provides that, notwithstanding anything contained in the Organizational Documents to the contrary, if the Board of Directors determine in good faith that issuance or delivery of shares of capital stock or other securities (the "Future Securities") to any investor in connection with any recapitalization or change in control of the Company, irrespective of whether it is related to the exercise of any drag-along provisions set forth in the Organizational Documents, would violate applicable law, rule or regulation (including without limitation applicable state law or the Securities Act), then your right to receive the Future Securities (or to make a choice about the form of consideration to be received in such transaction) may be limited and you may be required to accept a cash payment equal to the fair market value of such Future Securities, as determined in good faith by the Board of Directors.
Please review the subscription agreement you will sign in connection with this offering and Company’s Charter and Bylaws (the “Organizational Documents”) for more information. A copy of the Organizational Documents in included as an exhibit.
