Invest in FluidForm Bio
A convertible note offers you the right to receive Undefined security in FluidForm Bio. The amount of Undefined security you will receive in the future will be determined at the next equity round in which the Company raises at least $1,000,000.00 in a qualified equity financing. The highest conversion price per security is set based on a $25,000,000.00 Valuation Cap or if less, then you will receive a 20.00% discount on the price the new investors are paying. You also receive 15.00% 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 Undefined security 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 discount rate offered subject to adjustment for bonuses. See Bonus info below.
Material Rights of securities to be issued upon conversion of convertible notes sold in this offering.
Upon conversion of the convertible promissory notes offered in this offering into equity, investors may be required to become parties to FluidForm Bio, Inc.’s Second Amended and Restated Right of First Refusal and Co-Sale Agreement, Second Amended and Restated Investors’ Rights Agreement, and Second Amended and Restated Voting Agreement, (collectively, the “Shareholder Agreements”) or amended and restated versions of the Shareholder Agreements as may be negotiated in connection with a future equity financing round of the Company. The current forms of these Shareholder Agreements include provisions such as transfer restrictions, rights of first refusal and co-sale, drag-along rights, information rights, and voting obligations. These Shareholder Agreements may also be amended and restated in connection with a future equity financing round of the Company. Copies of the Shareholder Agreements will be provided to investors prior to conversion.
Investment Incentives and Bonuses**
Loyalty Bonus: Insiders will receive 5% addition to the base discount rate.
Time-Based Perks
Early Bird 1: Invest $500+ within the first 2 weeks and receive a 5% addition to the base discount rate
Early Bird 2: Invest $1,500+ within the first 2 weeks and receive a 6% addition to the base discount rate
Early Bird 3: Invest $500+ within the first 6 weeks and receive a 4% addition to the base discount rate *Note: this is not stackable with Early Bird 1.
Amount-Based Perks
Tier 1 Perk: Invest $2,500+ and receive a 6% addition to the base discount rate
Tier 2 Perk: Invest $10,000+ and receive a 9% addition to the base discount rate
Tier 3 Perk: Invest $30,000+ and receive a 12% addition to the base discount rate
Tier 4 Perk: Invest $50,000+ and receive a 15% addition to the base discount rate
**In order to receive perks from an investment, one must submit a single investment in the same offering that meets the minimum perk requirement. Bonuses 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-discount related 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-discount related perks because they would be receiving a benefit from their IRA account.
The 10% StartEngine Venture Club Bonus
FluidForm will offer a 10% addition to the base discount rate for all investments that are committed by investors that are eligible for the StartEngine Venture Club.
This means eligible StartEngine shareholders will receive a 10% addition to the base discount rate.
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.
Cancel anytime before 48 hours before a rolling close or the offering end date.
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