Concurrent Offering Under Regulation D
The Company is conducting a concurrent offering of convertible promissory notes under Regulation D, Rule 506(c). These notes have substantially similar terms to those offered under this Regulation Crowdfunding offering, including a 15% interest rate, $1,000,000 conversion trigger, 20% discount, and $20,000,000 valuation cap. However, the Regulation D notes may convert into Preferred Stock in connection with a future equity financing, while notes offered under Regulation Crowdfunding will convert into Common Stock. Additionally, the Regulation D notes require a 67% noteholder approval threshold for amendments, compared to 51% for this offering. As of the date of this Form C, no Regulation D notes have closed, but the offering remains open and may raise up to $7,500,000. Please see the Dilution and Risk Factors section of the Form C for further information.
Voting Rights of Securities Sold in this Offering
Voting Proxy. 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.
*Annual Interest Rate subject to adjustment of 10% bonus for StartEngine noteholders. See 10% Bonus below.
Investment Incentives and Bonuses*
Time-Based Perks
Early Bird 1: Invest $1,000+ within the first 2 weeks and receive exclusive quarterly updates on R&D progress.
Early Bird 2: Invest $10,000+ within the first 2 weeks and receive Early Bird 1 Perks + an invitation to a virtual roundtable discussion with the executive team.
Early Bird 3: Invest $25,000+ within the first 2 weeks and receive Early Bird 1 and 2 Perks + opportunity to visit R&D lab (travel & lodging not included).
Amount-Based Perks
Visionary Leader: $10,000+ investment and receive early access info to new tech.
Revolutionary Pioneer: $25,000+ investment and receive new tech integrations.
Elite Innovator: $50,000+ investment and receive exclusive quarterly updates on R&D progress, VIP dinner with the CEO and board members (travel & lodging not included).
*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 interest 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 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 perks because they would be receiving a benefit from their IRA account.
The 10% StartEngine Venture Club Bonus
Ignite Biomedical, Inc. will offer a 10% additional bonus interest for all investments that are committed by investors who are eligible for the StartEngine Venture Club.
Eligible StartEngine noteholders 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 16.5% instead of 15%.
This 10% increase in the annual interest rate 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 only receive a single bonus, which will be the highest bonus rate for which they are eligible.
