Company	:	ROSE Diagnostics, Inc.
Corporate Address	:	2796 Loker Avenue W Suite 104, Carlsbad, CA 92010
Offering Minimum	:	$123,983.16
Offering Maximum	:	$1,234,986.48
Minimum Investment Amount (per investor)	:	$490.28

Terms

Offering Type	:	Equity
Security Name	:	Class B Non-Voting Common Stock
Minimum Number of Shares Offered	:	4,299
Maximum Number of Shares Offered	:	42,822
Price per Share	:	$28.84
Pre-Money Valuation	:	$14,998,357.36

*Maximum Number of Shares Offered subject to adjustment for bonus shares. See Bonus info below.

Voting Rights of Securities Sold in this Offering

Class B Non-Voting Common Stock will not possess any voting rights with respect to key corporate decisions, including, but not limited to, the election of directors, amendments to the corporation’s articles of incorporation or bylaws, issuance of additional shares, or significant corporate transactions, such as mergers, acquisitions, or the sale of substantial assets. As a result, holders of the non-voting Class B Non-Voting Common Stock will lack the ability to influence the direction of the company or to participate in the determination of matters that may materially affect their interests as shareholders. Furthermore, holders of Class B Non-Voting Common Stock may be adversely impacted by decisions made by the voting shareholders, whose interests may not align with those of non-voting shareholders. The inability to participate in corporate governance may, therefore, limit the protection and representation of Class B stockholders in matters that could affect the value of their investment.

Investment Incentives and Bonuses*

Loyalty Bonus | 20% Bonus Shares

If you are a predesignated community member of ROSE Diagnostics Inc., as of 30th August 2024, you are eligible for additional bonus shares.

Time-Based Perks

Early Bird 1: Invest $2,000+ within the first 2 weeks | 10% bonus shares

Early Bird 2: Invest $5,000+ within the first 2 weeks | 15% bonus shares

Early Bird 3: Invest $10,000+ within the first 2 weeks | 20% bonus shares

Early Bird 4: Invest $20,000+ within the first 2 weeks | 25% bonus shares

Early Bird 5: Invest $50,000+ within the first 2 weeks | 30% bonus shares

Mid-Campaign Perks (Flash Perks)

Flash Perk 1: Invest $5,000+ between days 35 - 40 and receive 10% bonus shares

Flash Perk 2: Invest $5,000+ between days 60 - 65 and receive 10% bonus shares

Amount-Based Perks

Tier 1 Perk: Invest $2,000+ and receive public acknowledgment of your investment on our website

Tier 2 Perk: Invest $5,000+ and receive all prior perks + 5% bonus shares

Tier 3 Perk: Invest $10,000+ and receive all prior perks, a private online session with the founders, + 10% bonus shares

Tier 4 Perk: Invest $20,000+ and receive an invitation to a VIP event with the company leadership + 15% bonus shares

Tier 5 Perk: Invest $50,000+ and receive a personalized lab tour and strategy session with the executive team + 20% bonus shares

The 10% StartEngine Venture Club Bonus

ROSE Diagnostics, Inc. 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 Class B Non-Voting Common Stock at $28.84/ share, you will receive 110 shares of Class B Non-Voting Common Stock, meaning you’ll own 110 shares for $2,884. 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[,]/[[and] the Loyalty Bonus[,]/[and the Audience Bonus]] in addition to the aforementioned bonus.

*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 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.

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