*The Minimum and Maximum Number of Shares Offered each is subject to adjustment for bonus shares. See bonus shares information below. Fractional shares will not be distributed in any case. Shares issued for investment amounts above $250.00 will be determined by rounding down to the nearest whole share.
Additional Investor Eligibility Criteria for this Offering
In addition to the investor requirements and limitations that are applicable to this Offering pursuant to Regulation Crowdfunding:
U.S. Investors only: Only U.S. investors may invest in this Offering. A US investor means any investor who/that is a "United States person," as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended.
Verification of US Investor/Taxpayer Status, TIN/W-9 Requirements: The terms of the Series CF Non-Voting Preferred Stock include a special dividend entitlement as further described herein. While the Company would typically verify U.S. investor/taxpayer status at a future date if and when a taxable event occurs (for example, a sale of the Company that results in distributable cash proceeds), the existence of the special dividend entitlement term in this Offering requires a different approach. To facilitate payment of any future cash dividends arising from the special dividend entitlement term, all investors in this Offering will be required to certify and verify their U.S. investor/taxpayer status as part of the investment subscription (commitment) and closing process. See Exhibit E to the Form C Offering Statement of which this Offering Memorandum forms a part for a description of the investing process for this Offering.
ONLY PROSPECTIVE INVESTORS ABLE TO SATISFY THESE REQUIREMENTS SHOULD SUBMIT AN INVESTMENT SUBSCRIPTION (COMMITMENT) IN THIS OFFERING.
Time-Based ("Early Bird") Rewards (not stackable, except with the 10% StartEngine Venture Club Bonus as further described on the next page):
First 16 Days │10% Bonus Shares
Amount-Based Perks (not stackable, except with the 10% StartEngine Venture Club Bonus as further described on the next page):
$500+ | Investor Community Access
Receive updates about IX Water through our quarterly newsletter & Semi-Annual "Open Mic with IX Force" web call.
$1,000+ | Stream
A free IX Water "Water to Save the World" T-Shirt
$2,500+ | River
5% bonus shares plus "Water to Save the World" T-Shirt and travel mug
$5,000+ | Lake
7% bonus shares plus IX Water tabletop meditation fountain plus IX Water "Water to Save the World" T-Shirt and travel mug
$10,000+ | Sea
10% bonus shares plus invite to tour the Company's facility to meet the IX-Force (s"Our Team").
$100,000+ | Ocean
10% bonus shares plus accompany IX Water CEO, John "Grizz"; Deal, on a sales & marketing trip (location and details to be determined) to meet customers and/or prospects.
The 10% StartEngine Venture Club Bonus (stackable):
The 10% StartEngine Venture Club Bonus is the only stackable bonus (perk). See the next page 3 for a full description of this perk.
*All perks (other than bonus shares) occur after the Offering is completed and for amount-based perks other than bonus shares, the Investor pays travel costs, accommodations provided.
*Perks are by threshold and will not include lower tiers.
*See additional terms applicable to bonus shares below.
Live Offering Company Perks and Investment Incentives*
The 10% StartEngine Venture Club Bonus (stackable)
IX Water will offer 10% additional bonus shares for all investments that are committed by investors that are eligible for the StartEngine Venture Club.
This means eligible StartEngine Venture Club members will receive a 10% bonus for any shares they purchase in this Offering. For example, if you buy 100 shares of Series CF Non-Voting Preferred Stock at $2.50 per share (the $250 minimum investment in this Offering), you will receive 110 shares of Series CF Non-Voting Preferred Stock, meaning you will own 110 shares of Series CF Non-Voting Preferred Stock (which has an initial liquidation preference of $275) for $250. Fractional shares will not be distributed and share bonuses will be determined by rounding down to the nearest whole share.
This 10% StartEngine Venture Club 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 this Offering become available if prior investments are canceled or fail.
This 10% StartEngine Venture Club Bonus is the only "stackable" perk in this Offering, which means investors eligible to receive the 10% StartEngine Venture Club Bonus will receive the highest single bonus shares perk they are eligible for among the time-based ("early bird") and amount-based bonus share perks, not to exceed 10% bonus shares, plus the 10% StartEngine Venture Club Bonus, not to exceed for all such perks 20% bonus shares.
Additional Terms, Bonus Shares
If a subscriber in this Offering meets the eligibility requirements for time-based ("early bird") or amount-based bonus shares as set forth above, the relevant bonus shares will only be issued if, and concurrently with, the closing of the purchase and sale of the associated shares offered in this Offering for which the subscriber has subscribed in accordance with the applicable subscription and joinder agreement.
All eligible time-based ("early bird") and amount-based bonus shares apply on a per investment commitment basis. The means that all eligible time-based ("early bird") and amount-based bonus shares will be determined for a particular (single) investment commitment transaction in this Offering. Investment commitment transactions (including investment commitment transactions that may be completed at the same "rolling closing" and/or at multiple "rolling closings" throughout the term of the Offering) may not be combined to meet any time-based ("early bird") or amount-based bonus perk requirement. The Company contemplates utilizing "rolling closings" for this Offering which could result in an investor receiving a lower number of bonus shares than a case where the Company has a single closing at the end of the Offering. For example, if the aggregate accepted investment commitment amounts of an investor at two separate investment commitment transactions (whether completed at the same "rolling closing" or two different "rolling closings") is $1,000 and $2,000, respectively, the investor is not eligible for the 5.0% Bonus Shares that would have been issued if the aggregate accepted investment subscription amount at a single closing at the end of the Offering was $3,000.
Investors (other than investor eligible to receive the 10% StartEngine Venture Club Bonus) will receive the highest single bonus shares perk they are eligible for among the time-based ("early bird") and amount-based bonus share perks, not to exceed 10% bonus shares. Investors eligible to receive the 10% StartEngine Venture Club Bonus will receive the highest single bonus shares perk they are eligible for among the time-based ("early bird") and amount-based bonus share perks, not to exceed 10% bonus shares, plus the 10% StartEngine Venture Club Bonus, not to exceed for all such perks 20% bonus shares.
Fractional shares will not be distributed and bonus shares will be determined by rounding down to the nearest whole share.
Additional Terms, Amount-Based Perks other than Bonus Shares
For amount-based perks other than bonus shares, the Company will aggregate all investments of a particular investor for this Offering at completion of the Offering to determine the level of amount-based perks (other than bonus shares).
Eligible Investors will Receive only a Single Bonus
Eligible investors in this Offering will only receive a single bonus, which will be the highest bonus they are eligible for and, in the case of bonus shares, not to exceed 10% bonus shares or, in the case of an investor eligible to receive the 10% StartEngine Venture Club Bonus, 20% bonus shares.
Limitations on Perks for Self-Directed IRAs
Crowdfunding investments made through a self-directed IRA cannot receive non-bonus share 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-bonus share perks because they would be receiving a benefit from their IRA account.
