Company	:	Saphena Medical, Inc.
Corporate Address	:	375 West Street, West Bridgewater, MA 02379
Offering Minimum	:	$15,000.00
Offering Maximum	:	$5,000,000.00
Minimum Investment Amount (per investor)	:	$400.00

Terms

Offering Type	:	Equity
Security Name	:	Series G Non-Voting Preferred Stock
Minimum Number of Shares Offered	:	6,000
Maximum Number of Shares Offered	:	2,000,000
Price per Share	:	$2.50
Pre-Money Valuation	:	$57,150,565.00

*Maximum number of shares offered subject to adjustment for bonus shares. See Bonus info below.

Investment Perks and Bonuses*

Certain investors will be eligible to receive additional shares of Series G Non-Voting Preferred Stock (“bonus shares”) depending upon the time and/or the amount of investment by such Investors. Such investors will receive the highest single perk they are eligible for among the perks based on the amount invested and the time of offering elapsed (if any). For the avoidance of doubt, an investor will only receive either the time-based perk or the amount-based perk in connection with the offering, but not both. Eligible investors will also receive the Venture Club bonus shares (as defined below) and the Testing the Waters Bonus (as defined below) in addition to the aforementioned bonus.

To the extent any bonus shares are issued, it will not reduce the amount of investment that the Company receives; however, the effective cost per share for investors receiving bonus shares will be reduced in accordance with the bonus shares structures below. The Company will issue the bonus shares from its authorized number of shares.

Testing the Waters Reservations Page Bonus | 10% Bonus Shares

Reservation Holders in the Testing the Waters Page will receive 10% bonus shares.

Time-Based Perk

Early Silver

Invest $5,000+ within the first 2 weeks and receive 3% bonus shares.

Early Gold

Invest $10,000+ within the first 2 weeks and receive 5% bonus shares.

Early Platinum

Invest $20,000+ within the first 2 weeks and receive 8% bonus shares.

Early Diamond

Invest $50,000+ within the first 2 weeks and receive 10% bonus shares.

Amount-Based Perks

Tier 1

Invest $2,000+ and receive 2% bonus shares.

Tier 2

Invest $10,000+ and receive 3% bonus shares.

Tier 3

Invest $20,000+ and receive 5% bonus shares.

Tier 4

Invest $50,000+ and receive 8% 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

The Company will offer 10% additional bonus shares for all investments that are committed by investors that are eligible for the StartEngine Venture Club bonus shares.

This means eligible StartEngine shareholders will receive a 10% bonus for any shares they purchase in this offering. For example, if you buy 200 shares of preferred stock at $2.50 per share, you will receive 220 shares of preferred stock, meaning you'll own 220 shares for $500. 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.

FORWARD-LOOKING INFORMATION DISCLAIMER

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY'S EXPECTATIONS WITH RESPECT TO FINANCIAL RESULTS, FUTURE PERFORMANCE, COMMERCIALIZATION AND PLANS TO DEPLOY ITS PRODUCTS AND SERVICES, DEVELOPMENT OF PRODUCTS AND SERVICES, AND THE SIZE AND POTENTIAL GROWTH OF CURRENT OR FUTURE MARKETS FOR ITS PRODUCTS AND SERVICES. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY'S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS "ESTIMATE," "PROJECT," "BELIEVE," "ANTICIPATE," "INTEND," "EXPECT" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES AND OTHER FACTORS THAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. MOST OF THESE FACTORS ARE OUTSIDE THE COMPANY'S CONTROL AND ARE DIFFICULT TO PREDICT. FACTORS THAT MAY CAUSE SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO: THE COMPANY'S ABILITY TO GROW AND MANAGE GROWTH PROFITABLY; THE SUCCESS, COST, AND TIMING OF THE COMPANY'S PRODUCT AND SERVICE DEVELOPMENT ACTIVITIES; THE DEGREE TO WHICH COMPANY'S PRODUCTS AND SERVICES ARE ACCEPTED BY HEALTHCARE PRACTITIONERS AND PATIENTS FOR THEIR APPROVED USES; THE COMPANY'S ABILITY TO OBTAIN AND MAINTAIN REGULATORY APPROVAL FOR ITS PRODUCTS, AND ANY RELATED RESTRICTIONS AND LIMITATIONS OF ANY APPROVED PRODUCT; THE COMPANY'S ABILITY TO IDENTIFY, IN-LICENSE, OR ACQUIRE ADDITIONAL TECHNOLOGY; THE COMPANY'S ABILITY TO MAINTAIN ITS EXISTING LICENSE, MANUFACTURE, SUPPLY, AND DISTRIBUTION AGREEMENTS; MANUFACTURING AND SUPPLY OF THE COMPANY'S PRODUCTS; THE COMPANY'S ABILITY TO COMPETE WITH OTHER COMPANIES CURRENTLY MARKETING OR ENGAGED IN THE DEVELOPMENT OF PRODUCTS AND SERVICES THAT THE COMPANY IS CURRENTLY MARKETING OR DEVELOPING; THE COMPANY'S ABILITY TO OBTAIN PROTECTION FOR THEIR INTELLECTUAL PROPERTY (WHETHER THROUGH PATENT, TRADEMARK, COPYRIGHT, OR OTHER IP RIGHT); CHANGES IN APPLICABLE LAWS OR REGULATIONS; THE SIZE AND GROWTH POTENTIAL OF THE MARKETS FOR THE COMPANY'S PRODUCTS AND SERVICES, AND ITS ABILITY TO SERVE THOSE MARKETS, EITHER ALONE OR IN PARTNERSHIP WITH OTHERS; THE PRICING OF THE COMPANY'S PRODUCTS AND SERVICES AND REIMBURSEMENT FOR MEDICAL PROCEDURES CONDUCTED USING ITS PRODUCTS AND SERVICES; THE COMPANY'S ESTIMATES REGARDING EXPENSES, REVENUE, CAPITAL REQUIREMENTS, AND NEEDS FOR ADDITIONAL FINANCING; THE COMPANY'S EXPECTATIONS AND PROJECTIONS FINANCIAL PERFORMANCE; THE COMPANY'S ABILITY TO RAISE FINANCING IN THE FUTURE; AND OTHER RISKS AND UNCERTAINTIES INDICATED FROM TIME TO TIME IN ANY SUBSEQUENT FILINGS THAT THE COMPANY MAKES WITH THE SECURITIES AND EXCHANGE COMMISSION. THE COMPANY CAUTIONS THAT THE FOREGOING LIST OF FACTORS IS NOT EXCLUSIVE. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

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