Offering Type: Side-By-Side (Regulation CF and Regulation D)*
Discount Rate: 20% or 25%
Conversion Provisions: In connection with equity financing of at least $1 million, the Company has the option to convert the Crowd Note into non-voting preferred stock (Conversion Shares) at a price based on the lower of (A) a 20% discount (or 25% discount) to the price per share for Preferred Stock by investors in the Qualified Equity Financing or (B) the price per share paid on a $50 million valuation cap. Please refer to the Crowd Note for a complete description of the terms of the Crowd Note, including the conversion provisions.
*Accredited investors who invest over $5,000 will invest through Regulation D 506(c) offering on the same terms as the Regulation CF offering.