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piece of Republic's upside Investor Network Membership Receive exclusive
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Institutional
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Wallet Manage your digital assets Mobile app Available on iOS or Android
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FRONTIER BIO

The future of engineered tissues
B2B Fight Disease Wellbeing & Longevity Latinx Founders Healthtech Deep Tech 3D
Printing Biotechnology
Facebook Telegram Twitter LinkedIn
Committed
$119,850
Allocation
$600K
Valuation cap
$24M
Instrument
SAFE
Deadline
November 28, 2024
Invest in Frontier Bio
$1,000 minimum investment · Form CRS
Pitch Updates
Invest Invest in Frontier Bio
Pitch Documents Team Press Risks Updates
Facebook Telegram Twitter LinkedIn
Opportunity Product Traction Biz. model Vision and strategy Leadership
Disclaimers

About Team Press Risks


DOCUMENTS

Capital R (OpenDeal Broker LLC, CRD #291387) is hosting this Reg D 506(c)
securities offering by Frontier Bio Corporation.
Company documents
Frontier Bio SAFE Frontier Bio PPM.pdf Form CRS.pdf Accreditation FAQs.pdf
Disclosures & Disclaimers.pdf Additional Risk Disclosures.pdf
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INVESTMENT SUMMARY

--------------------------------------------------------------------------------


 * Frontier Bio creates advanced lab-grown human tissues
 * Replacing animal testing with human tissues made from human cells
 * One day making the organ transplant waitlist obsolete with on-demand organs
 * ~$5.2M in sales for tissues and tissue engineering services
 * ~$3.5M funding (Angels + VCs)
 * NSF SBIR-Funded ($256k)
 * $110B Market (2023)

OpenDeal Broker LLC charges you a two percent (2%) administrative fee on the
gross principal transaction with a minimum fee of $5 and a maximum of $300. The
fee is added to the total amount of your investment at checkout.

Past financial results are no guarantee of future performance. Click here for
important information regarding Financial Projections which are not guaranteed.

Investments in private companies are particularly risky and may result in total
loss of invested capital.

Disclosures & disclaimers


OPPORTUNITY

--------------------------------------------------------------------------------


TOWARDS ON-DEMAND ORGANS



Only 10% of the global organ demand is met, according to the World Health
Organization, and there are over 150,000 organ transplants per year.



Frontier Bio aims to eliminate the organ transplant waitlist by creating human
organs in the lab. 

This is an ambitious goal. So how do we get there?







PRODUCT

--------------------------------------------------------------------------------


AN ALTERNATIVE TO ANIMAL TESTING

We're starting by creating lab-grown human tissues for use as a better
replacement for animal studies. We've already generated $5.2M in sales for
various applications.



Hundreds of millions of animals are used for medical device testing, drug
development, and disease modeling. ~90% of drugs that work in animals end up
failing in human clinical trials, often costing billions of dollars. 



Human tissues allow more relevant data to be generated in comparison to animals.

We generate most of our revenue by developing tissue products for customers
performing research traditionally done in animals.


TOWARDS IMPLANTABLE TISSUES

Our first implantable tissue for patients will be a tissue-engineered blood
vessel product. 



Synthetic vascular grafts implanted to treat Peripheral Artery Disease have a
failure rate of 65% within 2 years of implantation. The gold standard is to use
a vessel or vein from another part of the body, but the availability is limited,
they are invasive to harvest, and this adds a lot of time to the surgery.
Frontier Bio aims to create implantable living blood vessel grafts with a much
lower failure rate compared to synthetic vascular grafts.



Beyond blood vessels, Frontier Bio's technology is applicable to various other
tissues like kidney, liver, heart, and lung. We've made a giant leap in the
creation of lab-grown lung microtissue and are working towards scaling the
technology to larger and larger sizes.




TRACTION

--------------------------------------------------------------------------------

We've had the pleasure of working with some big names in the industry like Mayo
Clinic and Intuitive Surgical. We've worked with many other organizations
including government, medical device companies, Universities, and startups. Our
sales have reached $5.2M.



We've been awarded a National Science Foundation SBIR grant for our innovative
work. We also have support from StartX - a Stanford-affiliated accelerator
supporting promising startups.

Our efforts have attracted ~$3.5M in funding from various angel investors and
VCs.


BUSINESS MODEL

--------------------------------------------------------------------------------

In the long-run, Frontier Bio aims to supply lab-grown organs, like lungs and
kidneys, to hospitals. There is a big demand for simpler tissues like blood
vessels as well, which Frontier Bio is working on (funded in part by the NSF,
and in collaboration with Mayo Clinic).



Currently, we are selling our tissues and tissue engineering services to
customers that are working on applications that would normally require animal
testing. 

For example, with one customer, we are developing a "brain-on-a-chip" for them
to study Traumatic Brain Injury (TBI) - a research field that traditionally uses
animals. TBI can be experienced by people who play sports, soldiers, crash
victims and more. The $1.1M contract is split into development milestones,
delivery of chips, and an optional supply agreement. Frontier Bio is free to
commercialize the chips to other customers after it's developed.



We’ve successfully executed multiple projects across different clients,
enhancing our products, services, and intellectual property. As we expand into
the pharmaceutical sector, our larger contracts will address a critical industry
challenge: the high failure rate and costs of drug development. By testing drugs
on human tissues produced by Frontier Bio, we aim to significantly reduce the
inefficiencies and financial losses associated with drugs that fail in human
trials.


VISION AND STRATEGY

--------------------------------------------------------------------------------


A BOLD VISION

We strive for a future where life-saving organs are readily available, and
medical research progresses without the use of animals. 

According to BCC Research, in 2023, this market was over $100B with a 34.8%
growth rate. The market is vast and shows signs of significant momentum.



To help us on our way to eliminate the organ transplant waitlist, we are
generating revenue from customers who have a need for our lab-grown human
tissues and tissue engineering services for applications that traditionally
would be done in animals. 

Animal studies often don't translate well to humans, but the FDA historically
has required them. However, the recent FDA Modernization Act 2.0 allows for
animal trial alternatives to be used instead of traditional animal modeling.



This regulatory change marks a pivotal moment for our industry. Frontier Bio is
leading the way, transforming medical research and patient care to bring our
visionary future into reality.


LEADERSHIP

--------------------------------------------------------------------------------

Frontier Bio's innovative team consists of entrepreneurs, scientists, and
engineers. Together, we're shaping the future of engineered tissue.




LEADERSHIP TEAM:

Eric Bennett, CEO: Eric is a serial entrepreneur with deep expertise in
developing advanced technologies. As former CTO of Aether, he led the creation
of affordable, feature-rich bioprinters. His scientific background spans
brain-computer interfacing, optogenetics, microfluidics, DNA assembly, and
bioprinting. He holds a Master’s in Biomedical Engineering, focused on using
optogenetics and brain-computer interfaces to address neural disorders. Eric is
driven to create transformative technologies that push boundaries.

Samand Pashneh-Tala, CTO: Sam completed his PhD and fellowship at the University
of Sheffield. His research focused on producing tissue-engineered blood vessels
for clinical and in vitro applications, including collaborations with leading
medical device and 3D printing companies. Prior to joining Frontier Bio, Sam ran
a boutique consultancy firm for tissue engineering and advanced medical device
design, working with industry and academic clients.

Victoria-Elisabeth Gruber, Head of Translational Research: Victoria is an expert
in 3D cell culture models and neuropathology. Prior to joining Frontier Bio, she
was a Postdoctoral Fellow at Harvard Medical School where she researched the
genetics of tuberous sclerosis complex. She has a doctorate in Clinical
Neurosciences and a master’s degree in Biochemistry. In 2022, she received the
Herbert-Reissner Prize for her outstanding work in epilepsy research. Currently,
she leads the development of neural technologies at Frontier Bio.


DISCLAIMERS

--------------------------------------------------------------------------------

Certain information set forth in this presentation contains “forward-looking
information”, including “future-oriented financial information” and “financial
outlook”, under applicable securities laws (collectively referred to herein as
forward-looking statements). Except for statements of historical fact, the
information contained herein constitutes forward-looking statements and
includes, but is not limited to, the (i) projected financial performance of the
Company; (ii) completion of, and the use of proceeds from, the sale of the
shares being offered hereunder; (iii) the expected development of the Company’s
business, projects, and joint ventures; (iv) execution of the Company’s vision
and growth strategy, including with respect to future M&A activity and global
growth; (v) sources and availability of third-party financing for the Company’s
projects; (vi) completion of the Company’s projects that are currently underway,
in development or otherwise under consideration; (vi) renewal of the Company’s
current customer, supplier and other material agreements; and (vii) future
liquidity, working capital, and capital requirements. Forward-looking statements
are provided to allow potential investors the opportunity to understand
management’s beliefs and opinions in respect of the future so that they may use
such beliefs and opinions as one factor in evaluating an investment.

These statements are not guarantees of future performance and undue reliance
should not be placed on them. Such forward-looking statements necessarily
involve known and unknown risks and uncertainties, which may cause actual
performance and financial results in future periods to differ materially from
any projections of future performance or result expressed or implied by such
forward-looking statements.

Although forward-looking statements contained in this presentation are based
upon what management of the Company believes are reasonable assumptions, there
can be no assurance that forward-looking statements will prove to be accurate,
as actual results and future events could differ materially from those
anticipated in such statements. The Company undertakes no obligation to update
forward-looking statements if circumstances or management’s estimates or
opinions should change except as required by applicable securities laws. The
reader is cautioned not to place undue reliance on forward-looking statements.

Except where otherwise indicated, the information herein was compiled as of
October 22, 2024 and Frontier Bio Corporation does not have any obligation to
update material.

The offering is not an offer to sell, nor shall any Interests be offered or sold
to any person in any jurisdiction in which such offer, solicitation, purchase or
sale would be unlawful under the securities laws of such jurisdiction.  Any
securities referenced herein have not been registered under the United States
Securities Act of 1933, as amended, or under any applicable state securities
laws or the securities lase of any other jurisdiction, nor is any such
registration contemplated.  The information contained in this material has not
been recommended, approved or disapproved by the United States Securities and
Exchange Commission or by any State securities commission or any similar body
nor have any of the foregoing authorities passed on the accuracy or adequacy of
this material.  Any representation to the contrary is a criminal offense.

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Invest in Frontier Bio


DOCUMENTS

Capital R (OpenDeal Broker LLC, CRD #291387) is hosting this Reg D 506(c)
securities offering by Frontier Bio Corporation.
Company documents
Frontier Bio SAFE Frontier Bio PPM.pdf Form CRS.pdf Accreditation FAQs.pdf
Disclosures & Disclaimers.pdf Additional Risk Disclosures.pdf


ABOUT FRONTIER BIO

Legal Name
Frontier Bio Corporation
Founded
Apr 2018
Form
Delaware Corporation
Employees
9
Website
frontierbio.com
Social Media

Headquarters
3515 Breakwater Avenue , Hayward, CA
Headquarters
3515 Breakwater Avenue, Hayward, CA, United States 94545
FRONTIER BIO TEAM
EVERYONE HELPING BUILD FRONTIER BIO, NOT LIMITED TO EMPLOYEES

George Church
Advisor
Victoria Gruber
Head of Translational Research
Eric Bennett
CEO
Julia Schachenhofer
Research Scientist
Sam Pashneh-Tala
CTO
Omkaar Buddhikot
Tissue Engineer
Nigel Gomes
Mechatronics Engineer
Riza Sarmiento
Office Manager
Andrew Rutter
Sr. Engineer
Zhipeng Liang
Research Scientist
Wonjae Lee
Advisor & Assistant Professor of Neurosurgery
Rami El Assal
Advisor & Investor
Ravi Belani
Advisor, Stanford Instructor, & CEO of Alchemist
Ashley Krebs
Operations Manager
Sina Moeinzadeh
Advisor & Consultant
Matthew Shore
Board Member
Louise Kirkbride
Advisor
Jaimie Shores
Advisor & Reconstructive Surgeon
Terrence McKenna
Board Member
19 more team members
George Church
Advisor
Victoria Gruber
Head of Translational Research
Eric Bennett
CEO
Julia Schachenhofer
Research Scientist
Sam Pashneh-Tala
CTO
Omkaar Buddhikot
Tissue Engineer
Nigel Gomes
Mechatronics Engineer
Riza Sarmiento
Office Manager
Andrew Rutter
Sr. Engineer
Zhipeng Liang
Research Scientist
Wonjae Lee
Advisor & Assistant Professor of Neurosurgery
Rami El Assal
Advisor & Investor
Ravi Belani
Advisor, Stanford Instructor, & CEO of Alchemist
Ashley Krebs
Operations Manager
Sina Moeinzadeh
Advisor & Consultant
Matthew Shore
Board Member
Louise Kirkbride
Advisor
Jaimie Shores
Advisor & Reconstructive Surgeon
Terrence McKenna
Board Member


PRESS

Lab-Grown Lung Tissue for Diseases and Transplants
Lifespan
·
Oct 2, 2024

Frontier Bio Corporation has announced a groundbreaking achievement in lab-grown
lung tissue. By combining 3D bioprinting...

Lab-grown lung tissue paves way for advances in organ tra...
Longevity.Technology - Latest News, Opinions, Analysis and Research
·
Oct 1, 2024

Frontier Bio develops complex lab-grown lung tissue using 3D bioprinting and
stem cell tech that will also aid respirator...

Frontier Bio's lab-grown lung tissue - a new way for futu...
3D Printing Industry
·
Oct 1, 2024

Biotechnology research company Frontier Bio has reported progress in developing
lab-grown lung tissue, achieved by integr...

Frontier Bio's Bioprinted Breakthrough: Lab-Grown Lung Ti...
3DPrint.com | The Voice of 3D Printing / Additive Manufacturing
·
Oct 1, 2024

California biotech company Frontier Bio has successfully bioprinted human lung
tissue, setting a new milestone in tissue ...

Frontier Bio's 3D printed blood vessels could replace ani...
VoxelMatters - The heart of additive manufacturing
·
Oct 24, 2023

Frontier Bio's 3D printed blood vessels - mimicking natural vascular
architecture and even disease states - could replace...

Frontier Bio on LinkedIn: 🎉 Exciting News: Frontier Bio W...
Linkedin

🎉 Exciting News: Frontier Bio Wins at the NAMIC Startup Innovation Forum Pitch
Competition! :tada: We are thrilled to ann...

Frontier Bio Leads Medical Innovation with "Lab-Grown" Bl...
Prnewswire

PRNewswire/ -- Frontier Bio Corporation has unveiled a transformative method
designed to fabricate living human blood ves...

Show all


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We may implement new lines of business or offer new products and services within
existing lines of business.
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business plan, or previously or subsequently communicated to prospective
investors, are based on certain assumptions which are highly speculative. Such
projections or opinions are not (and should not be regarded as) a representation
or warranty by the Issuer or any other person that the overall objectives of the
Issuer will ever be achieved or that the Issuer will ever achieve significant
revenues or profitability. These opinions, financial projections, and any other
predictions of future performance should not be relied upon by potential
investors in making an investment decision in regard to this Offering.
The Issuer’s success depends on the experience and skill of its executive
officers and key personnel.
We are dependent on our executive officers and key personnel. These persons may
not devote their full time and attention to the matters of the Issuer. The loss
of all or any of our executive officers and key personnel could harm the
Issuer’s business, financial condition, cash flow and results of operations.
Although dependent on certain key personnel, the Issuer does not have any key
person life insurance policies on any such people.
We are dependent on certain key personnel in order to conduct our operations and
execute our business plan, however, the Issuer has not purchased any insurance
policies with respect to those individuals in the event of their death or
disability. Therefore, if any of these personnel die or become disabled, the
Issuer will not receive any compensation to assist with such person’s absence.
The loss of such person could negatively affect the Issuer and our operations.
We have no way to guarantee key personnel will stay with the Issuer, as many
states do not enforce non-competition agreements, and therefore acquiring key
man insurance will not ameliorate all of the risk of relying on key personnel.
In order for the Issuer to compete and grow, it must attract, recruit, retain
and develop the necessary personnel who have the needed experience.
Recruiting and retaining highly qualified personnel is critical to our success.
These demands may require us to hire additional personnel and will require our
existing management and other personnel to develop additional expertise. We face
intense competition for personnel, making recruitment time-consuming and
expensive. The failure to attract and retain personnel or to develop such
expertise could delay or halt the development and commercialization of our
product candidates. If we experience difficulties in hiring and retaining
personnel in key positions, we could suffer from delays in product development,
loss of customers and sales and diversion of management resources, which could
adversely affect operating results. Our consultants and advisors may be employed
by third parties and may have commitments under consulting or advisory contracts
with third parties that may limit their availability to us, which could further
delay or disrupt our product development and growth plans.
We need to rapidly and successfully develop and introduce new products in a
competitive, demanding and rapidly changing environment.
To succeed in our intensely competitive industry, we must continually improve,
refresh and expand our product and service offerings to include newer features,
functionality or solutions, and keep pace with changes in the industry.
Shortened product life cycles due to changing customer demands and competitive
pressures may impact the pace at which we must introduce new products or
implement new functions or solutions. In addition, bringing new products or
solutions to the market entails a costly and lengthy process, and requires us to
accurately anticipate changing customer needs and trends. We must continue to
respond to changing market demands and trends or our business operations may be
adversely affected.
The Issuer’s management will have broad discretion in how the Issuer uses the
net proceeds of the Offering.
The Issuer’s management will have considerable discretion over the use of
proceeds from the Offering. You may not have the opportunity, as part of your
investment decision, to assess whether the proceeds are being used
appropriately.
The development and commercialization of our products is highly competitive.
We face competition with respect to any products that we may seek to develop or
commercialize in the future. Our competitors include major companies worldwide.
Many of our competitors have significantly greater financial, technical and
human resources than we have and superior expertise in research and development
and marketing approved products and thus may be better equipped than us to
develop and commercialize products. These competitors also compete with us in
recruiting and retaining qualified personnel and acquiring technologies. Smaller
or early stage companies may also prove to be significant competitors,
particularly through collaborative arrangements with large and established
companies. Accordingly, our competitors may commercialize products more rapidly
or effectively than we are able to, which would adversely affect our competitive
position, the likelihood that our products will achieve initial market
acceptance, and our ability to generate meaningful additional revenues from our
products.
Industry consolidation may result in increased competition, which could result
in a loss of customers or a reduction in revenue.
Some of our competitors have made or may make acquisitions or may enter into
partnerships or other strategic relationships to offer more comprehensive
services than they individually had offered or achieve greater economies of
scale. In addition, new entrants not currently considered to be competitors may
enter our market through acquisitions, partnerships or strategic relationships.
We expect these trends to continue as companies attempt to strengthen or
maintain their market positions. The potential entrants may have competitive
advantages over us, such as greater name recognition, longer operating
histories, more varied services and larger marketing budgets, as well as greater
financial, technical and other resources. The companies resulting from
combinations or that expand or vertically integrate their business to include
the market that we address may create more compelling service offerings and may
offer greater pricing flexibility than we can or may engage in business
practices that make it more difficult for us to compete effectively, including
on the basis of price, sales and marketing programs, technology or service
functionality. These pressures could result in a substantial loss of our
customers or a reduction in our revenue.
Damage to our reputation could negatively impact our business, financial
condition and results of operations.
Our reputation and the quality of our brand are critical to our business and
success in existing markets, and will be critical to our success as we enter new
markets. Any incident that erodes consumer loyalty for our brand could
significantly reduce its value and damage our business. We may be adversely
affected by any negative publicity, regardless of its accuracy. Also, there has
been a marked increase in the use of social media platforms and similar devices,
including blogs, social media websites and other forms of internet-based
communications that provide individuals with access to a broad audience of
consumers and other interested persons. The availability of information on
social media platforms is virtually immediate as is its impact. Information
posted may be adverse to our interests or may be inaccurate, each of which may
harm our performance, prospects or business. The harm may be immediate and may
disseminate rapidly and broadly, without affording us an opportunity for redress
or correction.
Our business could be negatively impacted by cyber security threats, attacks and
other disruptions.
We may face advanced and persistent attacks on our information infrastructure
where we manage and store various proprietary information and
sensitive/confidential data relating to our operations. These attacks may
include sophisticated malware (viruses, worms, and other malicious software
programs) and phishing emails that attack our products or otherwise exploit any
security vulnerabilities. These intrusions sometimes may be zero-day malware
that are difficult to identify because they are not included in the signature
set of commercially available antivirus scanning programs. Experienced computer
programmers and hackers may be able to penetrate our network security and
misappropriate or compromise our confidential information or that of our
customers or other third-parties, create system disruptions, or cause shutdowns.
Additionally, sophisticated software and applications that we produce or procure
from third-parties may contain defects in design or manufacture, including
“bugs” and other problems that could unexpectedly interfere with the operation
of the information infrastructure. A disruption, infiltration or failure of our
information infrastructure systems or any of our data centers as a result of
software or hardware malfunctions, computer viruses, cyber-attacks, employee
theft or misuse, power disruptions, natural disasters or accidents could cause
breaches of data security, loss of critical data and performance delays, which
in turn could adversely affect our business.
Security breaches of confidential customer information, or confidential employee
information may adversely affect our business.
Our business requires the collection, transmission and retention of personally
identifiable information, in various information technology systems that we
maintain and in those maintained by third parties with whom we contract to
provide services. The integrity and protection of that data is critical to us.
The information, security and privacy requirements imposed by governmental
regulation are increasingly demanding. Our systems may not be able to satisfy
these changing requirements and customer and employee expectations or may
require significant additional investments or time in order to do so. A breach
in the security of our information technology systems or those of our service
providers could lead to an interruption in the operation of our systems,
resulting in operational inefficiencies and a loss of profits. Additionally, a
significant theft, loss or misappropriation of, or access to, customers’ or
other proprietary data or other breach of our information technology systems
could result in fines, legal claims or proceedings.
The Intermediary Fees paid by the Issuer are subject to change depending on the
success of the Offering.
At the conclusion of the Offering, the Issuer shall pay the Intermediary equal
to four and one-half percent (4.5%) of the dollar value of the Securities issued
to Investors pursuant to the Offering. The compensation paid by the Issuer to
the Intermediary may impact how the Issuer uses the net proceeds of the
Offering.
The Issuer has the right to limit individual Investor commitment amounts.
The Issuer may prevent any Investor from committing more than a certain amount
in this Offering based on the Issuer’s determination of the aggregate amount of
commitments by, or the aggregate number of Investors. This means that your
desired investment amount may be limited or lowered based solely on the Issuer’s
determination.
The use of individually identifiable data by our business, our business
associates and third parties is regulated at the state, federal and
international levels.
The regulation of individual data is changing rapidly, and in unpredictable
ways. A change in regulation could adversely affect our business, including
causing our business model to no longer be viable. Costs associated with
information security – such as investment in technology, the costs of compliance
with consumer protection laws and costs resulting from consumer fraud – could
cause our business and results of operations to suffer materially. Additionally,
the success of our online operations depends upon the secure transmission of
confidential information over public networks, including the use of cashless
payments. The intentional or negligent actions of employees, business associates
or third parties may undermine our security measures. As a result, unauthorized
parties may obtain access to our data systems and misappropriate confidential
data. There can be no assurance that advances in computer capabilities, new
discoveries in the field of cryptography or other developments will prevent the
compromise of our customer transaction processing capabilities and personal
data. If any such compromise of our security or the security of information
residing with our business associates or third parties were to occur, it could
have a material adverse effect on our reputation, operating results and
financial condition. Any compromise of our data security may materially increase
the costs we incur to protect against such breaches and could subject us to
additional legal risk.
The Issuer is not subject to Sarbanes-Oxley regulations and may lack the
financial controls and procedures of public companies.
The Issuer may not have the internal control infrastructure that would meet the
standards of a public company, including the requirements of the Sarbanes Oxley
Act of 2002. As a privately-held (non-public) Issuer, the Issuer is currently
not subject to the Sarbanes Oxley Act of 2002, and its financial and disclosure
controls and procedures reflect its status as a development stage, non-public
company. There can be no guarantee that there are no significant deficiencies or
material weaknesses in the quality of the Issuer’s financial and disclosure
controls and procedures. If it were necessary to implement such financial and
disclosure controls and procedures, the cost to the Issuer of such compliance
could be substantial and could have a material adverse effect on the Issuer’s
results of operations.
Changes in federal, state or local laws and government regulation could
adversely impact our business.
The Issuer is subject to legislation and regulation at the federal and local
levels and, in some instances, at the state level. New laws and regulations may
impose new and significant disclosure obligations and other operational,
marketing and compliance-related obligations and requirements, which may lead to
additional costs, risks of non-compliance, and diversion of our management's
time and attention from strategic initiatives. Additionally, federal, state and
local legislators or regulators may change current laws or regulations which
could adversely impact our business. Further, court actions or regulatory
proceedings could also change our rights and obligations under applicable
federal, state and local laws, which cannot be predicted. Modifications to
existing requirements or imposition of new requirements or limitations could
have an adverse impact on our business.
We operate in a highly regulated environment, and if we are found to be in
violation of any of the federal, state, or local laws or regulations applicable
to us, our business could suffer.
We are also subject to a wide range of federal, province, state, and local laws
and regulations. The violation of these or future requirements or laws and
regulations could result in administrative, civil, or criminal sanctions against
us, which may include fines, a cease and desist order against the subject
operations or even revocation or suspension of our license to operate the
subject business. As a result, we may incur capital and operating expenditures
and other costs to comply with these requirements and laws and regulations.
Our long-term goals are to conduct clinical trials to validate our products,
including our blood vessels. The results of these trials may not be successful
or provide sufficient information to proceed with the full commercialization of
our products and services.
We will be using a portion of the proceeds from the Offering on preparing to
conduct a clinical trial to validate the blood vessels we have created.
Conducting clinical trials entails a myriad of risks. Such risks include, but
are not limited to, the inability to conduct the clinical trials in a timely
manner, delays which could substantially increase the costs of such trials,
insufficient results or data to support our intended goals of the trials,
requirements by regulatory authorities to conduct additional trials and reliance
on third parties to administer and conduct the trials. The failure to achieve
the Issuer's end points or to publish peer reviewed results could also have a
significant adverse effect on the Issuer. Even if we receive clearance or
approval of our product(s), the clearance or approval may be limited to specific
indications or limited with respect to its distribution. Further, expanded or
additional indications for cleared or approved uses may not be cleared or
approved by regulatory authorities, which could limit our potential revenues.
Finally, even if we believe that our clinical data are sufficient to support
regulatory clearance or approval for our product(s), we may not be able to
generate sufficient revenues and our business will be materially adversely
affected.
State and federal securities laws are complex, and the Issuer could potentially
be found to have not complied with all relevant state and federal securities law
in prior offerings of securities.
The Issuer has conducted previous offerings of securities and may not have
complied with all relevant state and federal securities laws. If a court or
regulatory body with the required jurisdiction ever concluded that the Issuer
may have violated state or federal securities laws, any such violation could
result in the Issuer being required to offer rescission rights to investors in
such offering. If such investors exercised their rescission rights, the Issuer
would have to pay to such investors an amount of funds equal to the purchase
price paid by such investors plus interest from the date of any such purchase.
No assurances can be given the Issuer will, if it is required to offer such
investors a rescission right, have sufficient funds to pay the prior investors
the amounts required or that proceeds from this Offering would not be used to
pay such amounts. In addition, if the Issuer violated federal or state
securities laws in connection with a prior offering and/or sale of its
securities, federal or state regulators could bring an enforcement, regulatory
and/or other legal action against the Issuer which, among other things, could
result in the Issuer having to pay substantial fines and be prohibited from
selling securities in the future.
Because the Offering is not subject to the sale of a minimum offering amount,
purchase proceeds will be available for use by us as soon as we receive funds
and accept such purchases.
The Issuer is offering the Securities on a “best efforts” basis with no
prescribed minimum. There is no minimum aggregate sale of Securities required
for the Issuer to begin accepting and closing sales of Securities, subject to
the Investors placing purchase proceeds in an Escrow Account with the Escrow
Agent and the Issuer complying with the Escrow Agent’s requirements for
withdrawing investment proceeds from the Escrow Account. A minimum offering
amount is typically defined and intended to be a protection for investors and
gives investors confidence that other investors, along with them, are
sufficiently interested in the offering, the issuer, and its prospects to make
an investment. By conducting this Offering on a “best effort” basis, this
protection is essentially eliminated.
The Securities will not be freely tradable under the Securities Act and each
Investor should consult with their attorney.
You should be aware of the long-term nature of this investment in the Issuer.
There is neither currently nor ever likely to be a public market for the
Securities. The Securities are restricted securities under Regulation D of the
Securities Act. Seeing as the Securities have not been registered under the
Securities Act or other applicable securities laws and are being sold in
reliance upon an exemption from registration afforded under the Securities Act,
there are restrictions on their transferability or resale by an Investor. It is
not currently being considered that registration under the Securities Act or
other securities laws will be affected. As such, the Securities may only be sold
in compliance with Regulation D or another applicable exemption from the
registration provisions of the Securities Act. Limitations on the transfer of
the Securities may also adversely affect the price that you might be able to
obtain for the Securities in a private sale.
SAFEs are inherently risky like convertible notes but less favorable for the
investor.
A SAFE is an agreement that grants the holder the right to equity at a later
date, similar to a convertible note, but with four key legal differences: •
Unlike a convertible note, a SAFE is not a debt instrument. A SAFE is neither
debt nor equity but a security that may or may not convert to equity at a later
date. There are no voting rights attached to the SAFE. • It is not possible for
the SAFEs to convert to equity unless we decide to issue Preferred Stock (or
there is a liquidity event), which would be for the principal purpose of taking
investment capital. • Debt instruments have maturity dates. SAFEs (including the
one in this offering) often do not. • Debt instruments have interest rates.
SAFEs (including the one in this offering) do not. Despite their name implying
otherwise, SAFEs are an investment vehicle and, like any investment vehicle, are
inherently risky. You should be aware that while SAFEs have become a popular
method to raise capital for early-stage startup companies, not everyone agrees
that they are a good investment vehicle for the issuer or the investor.
Investors will not have voting rights, even upon conversion of the Securities
and will grant a third-party nominee broad power and authority to act on their
behalf.
By investing in this Offering to purchase a SAFE, Investors will designate
Republic Investment Services LLC (f/k/a NextSeed Services, LLC) (the “Nominee”)
to act on their behalf as agent and proxy in all respects. The Nominee will be
entitled to, among other things, to exercise any voting rights (if any)
conferred upon the holder of a SAFE or any securities acquired upon their
conversion; to execute on behalf of an Investor all transaction documents
related to the transaction or other corporate event causing the conversion of
the SAFE; and as part of the conversion process the Nominee has the authority to
open an account in the name of a qualified custodian, of the Nominee’s sole
discretion, to take custody of any securities acquired upon conversion of the
SAFE. Thus, by participating in the Offering, Investors will grant broad
discretion to a third party (the Nominee and its agents) to take various actions
on the Investor’s behalf; thereby, Investors will essentially not be able to
vote upon matters related to the governance and affairs of the Issuer nor take
or effect actions that might otherwise be available to other securities holders.
Investors should not participate in the Offering unless he, she, or it is
willing to waive or assign certain rights that might otherwise be afforded to
other security holders and grant broad authority to the Nominee to take certain
actions on behalf of the Investor, including changing title to the Security.
Investors will not become equity holders until an Equity Financing occurs or
until there is a change of control, IPO, direct listing or sale of substantially
all of the Issuer’s assets. The Investor may never directly hold equity in the
Issuer.
Investors will not have an ownership claim to the Issuer or to any of its assets
or revenues for an indefinite amount of time and depending on when and how the
Securities are converted, the Investors may never become equity holders of the
Issuer. Investors will not become equity holders of the Issuer unless the Issuer
receives a future round of equity financing great enough to trigger a conversion
(an “Equity Financing”). In certain instances, such as a sale of the Issuer or
substantially all of its assets, an initial public offering, a direct listing or
a dissolution or bankruptcy, the Investors may only have a right to receive
cash, to the extent available, rather than equity in the issuer. Further, the
Investor may never become an equity holder, merely a beneficial owner of an
equity interest, should the Issuer or the Nominee decide to move the SAFE or the
securities issuable thereto into a custodial relationship.
Investors will not have voting rights, even upon conversion of the Securities.
Investors will not have the right to vote upon matters of the Issuer even if and
when their Securities are converted (the occurrence of which cannot be
guaranteed). Under the terms of the Securities, a third-party designated by the
Issuer will exercise voting control over the Securities. Upon conversion, the
Securities will continue to be voted in line with the designee identified or
pursuant to a voting agreement related to the equity securities the Security is
converted into. For example, if the Securities are converted in connection with
an offering of Series A Preferred Stock, Investors would directly or
beneficially receive securities in the form of shares of Series A Preferred
Stock and such shares would be required to be subject to the terms of the
Securities that allows a designee to vote their shares of Series A Preferred
Stock consistent with the terms of the Security. Thus, Investors will
essentially never be able to vote upon any matters of the Issuer unless
otherwise provided for by the Issuer.
There is no guarantee of a return on an Investor’s investment.
There is no assurance that an Investor will realize a return on their investment
or that they will not lose their entire investment. For this reason, each
Investor should read this Memorandum and all exhibits carefully and should
consult with their attorney and business advisor prior to making any investment
decision.
Investors will not be entitled to any inspection or information rights other
than those required by law.
Investors will not have the right to inspect the books and records of the Issuer
or to receive financial or other information from the Issuer, other than as
required by law. Other security holders of the Issuer may have such rights. This
lack of information could put Investors at a disadvantage in general and with
respect to other security holders, including certain security holders who have
rights to periodic financial statements and updates from the Issuer such as
quarterly unaudited financials, annual projections and budgets, and monthly
progress reports, among other things.
Investors will be unable to declare the Security in “default” and demand
repayment.
Unlike convertible notes and some other securities, the Securities do not have
any “default” provisions upon which Investors will be able to demand repayment
of their investment. The Issuer has ultimate discretion as to whether or not to
convert the Securities upon a future equity financing and Investors have no
right to demand such conversion. Only in limited circumstances, such as a
liquidity event, may Investors demand payment and even then, such payments will
be limited to the amount of cash available to the Issuer.
The Issuer may never elect to convert the Securities or undergo a liquidity
event and Investors may have to hold the Securities indefinitely.
The Issuer may never conduct an Equity Financing (as defined in the SAFE
instrument). In addition, the Issuer may never undergo a liquidity event such as
a sale of the Issuer, a direct listing or an initial public offering. If neither
the conversion of the Securities nor a liquidity event occurs, Investors could
be left holding the Securities in perpetuity. The Securities have numerous
transfer restrictions and will likely be highly illiquid, with no secondary
market on which to sell them. The Securities are not equity interests, have no
ownership rights, have no rights to the Issuer’s assets or profits and have no
voting rights or ability to direct the Issuer or its actions.
Equity securities acquired upon conversion of the Securities may be
significantly diluted as a consequence of subsequent equity financings.
The Issuer’s equity securities will be subject to dilution. The Issuer intends
to issue additional equity to employees and third-party financing sources in
amounts that are uncertain at this time, and as a consequence holders of equity
securities resulting from the conversion of the Securities will be subject to
dilution in an unpredictable amount. Such dilution may reduce the Investor’s
control and economic interests in the Issuer. The amount of additional financing
needed by the Issuer will depend upon several contingencies not foreseen at the
time of this Offering. Generally, additional financing (whether in the form of
loans or the issuance of other securities) will be intended to provide the
Issuer with enough capital to reach the next major corporate milestone. If the
funds received in any additional financing are not sufficient to meet the
Issuer’s needs, the Issuer may have to raise additional capital at a price
unfavorable to their existing investors, including the holders of the
Securities. The availability of capital is at least partially a function of
capital market conditions that are beyond the control of the Issuer. There can
be no assurance that the Issuer will be able to accurately predict the future
capital requirements necessary for success or that additional funds will be
available from any source. Failure to obtain financing on favorable terms could
dilute or otherwise severely impair the value of the Securities. In addition,
the Issuer has certain equity grants and convertible securities outstanding.
Should the Issuer enter into a financing that would trigger any conversion
rights, the converting securities would further dilute the equity securities
receivable by the holders of the Securities upon a qualifying financing.
Equity securities issued upon conversion of the Securities may be substantially
different from other equity securities offered or issued by the Issuer at the
time of conversion.
In the event the Securities are converted, they will convert the Securities into
equity securities that are materially different from the equity securities being
issued to new investors at the time of conversion in many ways, including, but
not limited to, liquidation preferences, dividend rights, or anti-dilution
protection. Additionally, any equity securities issued at the Equity Financing
Price (as defined in the SAFE instrument) shall have only such preferences,
rights, and protections in proportion to the Equity Financing Price and not in
proportion to the price per share paid by new investors receiving the equity
securities. Upon conversion of the Securities, the Issuer may not provide the
holders of such Securities with the same rights, preferences, protections, and
other benefits or privileges provided to other investors of the Issuer. The
foregoing paragraph is only a summary of a portion of the conversion feature of
the Securities; it is not intended to be complete, and is qualified in its
entirety by reference to the full text of the SAFE instrument, which is attached
as Exhibit A.
There is no present market for the Securities and we have arbitrarily set the
price.
The Offering price was not established in a competitive market. We have
arbitrarily set the price of the Securities with reference to the general status
of the securities market and other relevant factors. The Offering price for the
Securities should not be considered an indication of the actual value of the
Securities and is not based on our asset value, net worth, revenues or other
established criteria of value. We cannot guarantee that the Securities can be
resold at the Offering price or at any other price.
In the event of the dissolution or bankruptcy of the Issuer, Investors will not
be treated as debt holders and therefore are unlikely to recover any proceeds.
In the event of the dissolution or bankruptcy of the Issuer, the holders of the
Securities that have not been converted will be entitled to distributions as
described in the SAFE instrument. This means that such holders will only receive
distributions once all of the creditors and more senior security holders,
including any holders of preferred stock, have been paid in full. In the event
of the dissolution or bankruptcy of the Issuer, neither holders of the
Securities nor holders of the conversion securities thereof can be guaranteed
any proceeds.
While the Securities provide mechanisms whereby holders of the Securities would
be entitled to a return of their purchase amount upon the occurrence of certain
events, if the Issuer does not have sufficient cash on hand, this obligation may
not be fulfilled.
Upon the occurrence of certain events, as provided in the Securities, holders of
the Securities may be entitled to a return of the principal amount invested.
Despite the contractual provisions in the Securities, this right cannot be
guaranteed if the Issuer does not have sufficient liquid assets on hand.
Therefore, potential Investors should not assume a guaranteed return of their
investment amount.
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Plan and Additional Risk Disclosures. All issuers offering securities under
regulation crowdfunding as hosted by OpenDeal Portal LLC are listed on the All
Companies Page. The inclusion or exclusion of an issuer on the Platform Page
and/or Republic’s Homepage, which includes offerings conducted under regulation
crowdfunding as well as other exemptions from registration, is not based upon
any endorsement or recommendation by OpenDeal Inc, OpenDeal Portal LLC, or
OpenDeal Broker LLC, nor any of their affiliates, officers, directors, agents,
and employees. Rather, issuers of securities may, in their sole discretion,
opt-out of being listed on the Platform Page and Homepage.

Investors should verify any issuer information they consider important before
making an investment.

Investments in private companies are particularly risky and may result in total
loss of invested capital. Past performance of a security or a company does not
guarantee future results or returns. Only investors who understand the risks of
early stage investment and who meet the Republic's investment criteria may
invest.

Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC verify
information provided by companies on this Site and makes no assurance as to the
completeness or accuracy of any such information. Additional information about
companies fundraising on the Site can be found by searching the EDGAR database,
or the offering documentation located on the Site when the offering does not
require an EDGAR filing.

To help the government fight the funding of terrorism and money laundering
activities, Federal law requires all financial institutions to obtain, verify,
and record information that identifies each person who opens an account.
Therefore, when you use the Services we will ask for your name, address, date of
birth, and other information that will allow us to identify you. We may also ask
to see your driver's license, passport or other identifying documents.

Republic and its affiliates are not and do not operate or act as a bank. Certain
banking services are provided by BankProv, member FDIC / member DIF. FDIC
coverage only applies in the event of bank failure. Digital (crypto) assets and
investment products are not insured by the FDIC, may lose value, and are not
deposits or other obligations of BankProv and are not guaranteed by BankProv.
Terms and conditions apply.

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