Maximum Number of Shares Offered subject to adjustment for bonus shares
Voting Rights of Securities Sold in this Offering
The subscription agreement that investors will execute in connection with this offering grants an irrevocable proxy to the Company’s CEO to (i) vote all securities held of record by the investor (including any shares of the Company’s capital stock that the investor may acquire in the future), (ii) give and receive notices and communications, (iii) execute any written consent, instrument or document that the CEO determines is necessary or appropriate at the CEO’s complete discretion, and (iv) take all actions necessary or appropriate in the judgment of the CEO for the accomplishment of the foregoing. The proxy will survive the death, incompetency and disability of an individual investor and, if an investor is an entity, will survive the merger or reorganization of the investor or any other entity holding the shares of Common Stock. The proxy will also be binding upon the heirs, estate, executors, personal representatives, successors and assigns of an investor (including any transferee of the investor). Any transferee of the investors party to the subscription agreement must agree to be bound by the terms of the proxy. The proxy will terminate upon the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of Common Stock or the effectiveness of a registration statement under the Exchange Act covering the Common Stock.
*Maximum number of shares offered subject to adjustment for bonus shares. Maximum Bonus shares contain a cap. See Bonus info below.
Investment Incentives & Bonuses*
Time-Based Perks
Early Bird: Receive 15% bonus shares when you invest within the first 72 hours of launch
First Week Bonus: Receive 10% bonus shares when you invest within the first 7 days of launch
First Two Weeks Bonus: Receive 5% bonus shares when you invest within the first 14 days of launch
Amount-Based Perks
Tier 1 | $2,000
Invest $2,000+ and receive LPI branded shirt
Tier 2 | $5,000+
Invest $5,000+ and receive LPI branded shirt & 5% bonus shares
Tier 3 | $10,000+
Invest $10,000+ and receive LPI branded t-shirt & 10% bonus shares
Tier 4 | $25,000+
Invest $25,000+ and receive LPI branded t-shirt & 15% bonus shares
*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.
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.
The 10% StartEngine Venture Club Bonus
LiquidPiston 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 shareholders will receive a 10% bonus for any shares they purchase in this offering. For example, if you buy 100 shares of common stock at $13.50 / share, you will receive 110 shares of common stock, meaning you'll own 110 shares for $1,350.00. 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 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 in addition to the aforementioned bonus, subject to the cap as outlined below.
Maximum Bonus Share Cap
The maximum number of shares offered in this offering may be increased as a result of bonus shares issued pursuant to the incentive programs described below.
Bonus shares offered by the Company (i.e., time-based and amount-based and Venture Club bonuses combined) are capped at a maximum of 15% of the shares purchased in a single investment.
Cancel anytime before 48 hours before a rolling close or the offering end date.
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