Company	:	Throne Biotechnologies Inc.
Corporate Address	:	10 Forest Avenue, Suite 110, Paramus, NJ 07652
Offering Minimum	:	$9,996.03
Offering Maximum	:	$1,006,995.66
Minimum Investment Amount (per investor)	:	$349.14

Terms

Offering Type	:	Equity
Security Name	:	Common Stock
Minimum Number of Shares Offered	:	1,317
Maximum Number of Shares Offered	:	132,674
Price per Share	:	$7.59
Pre-Money Valuation	:	$119,922,000.00

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

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.

Investment Incentives and Bonuses*

Invest $1,000 and receive an additional 10% bonus shares

Invest $2,500 and receive an additional 11% bonus shares

Invest $5,000 and receive an additional 12% bonus shares

+ A patient of your choice will secure 'Tier 5 Priority' on the treatment waiting list for receiving the Stem Cell Educator Therapy upon commercialization in the US*

Invest $10,000 and receive an additional 13% bonus shares

+ A patient of your choice will secure 'Tier 4 Preferential Priority' on the treatment waiting list for receiving the Stem Cell Educator Therapy upon commercialization in the US*

Invest $25,000 and receive an additional 14% bonus shares

+ A patient of your choice will secure 'Tier 3 Premium Priority' on the treatment waiting list for receiving the Stem Cell Educator Therapy upon commercialization in the US*

+ $1,000 off of commercial treatment price (if paid for out of pocket)

Invest $50,000 and receive an additional 15% bonus shares

+ A patient of your choice will secure 'Tier 2 Top Priority' on the treatment waiting list for receiving the Stem Cell Educator Therapy upon commercialization in the US*

+ $3,000 off of commercial treatment price (if paid for out of pocket)

Invest $100,000 and receive an additional 15% bonus shares

+ A patient of your choice will secure 'Tier 1 Super Priority' on the treatment waiting list for receiving the Stem Cell Educator Therapy upon commercialization in the US**

+ $5,000 off of commercial treatment price (if paid for out of pocket)

+ In person lunch with Throne Executives for you and 2 guests in NJ (travel and lodging not included) - [First 3 investors, only 3 available]

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*All perks occur when the offering is completed.

**There is no guarantee commercialization in the US will occur. All patients are subject to enrollment requirements and other treatment criteria set forth by the doctor, the clinical site, FDA, Throne, or another factor. There may be factors that would disqualify a patient from receiving the treatment and therefore securing a place on the waiting list does not guarantee treatment. To claim this perk, please email your name, patient name, and 'Tier' status to connect@thronebio.com within 90 days of investment.

The 10% StartEngine OWNer's Bonus

Throne Biotechnologies Inc. will offer 10% additional bonus shares for all investments that are committed by investors that are eligible for the StartEngine Crowdfunding Inc. OWNer's bonus.

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 $7.59 / share, you will receive 110 shares of Common Stock, meaning you'll own 110 shares for $759. 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 only receive a single bonus, which will be the highest bonus rate they are eligible for.

Insider Investment Notice

Officers, directors, executives, and existing owners with a controlling stake in the company (or their immediate family members) may make investments in this offering. Any such investments will be included in the raised amount reflected on the campaign page.

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