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ImmunoScience, Inc.

ImmunoScience, Inc.

Novel therapies leading to a functional cure for multiple cancers and HIV.

Verify Investor Status to make a reservation

Deal Type

Equity

Funding Goal

$7,000,000

Current Reservations

$45,000

Minimum Reservation

$12,500

Maximum Reservation

$25,000,000

Deal Stage

Other

Pre-money Valuation

$150,000,000

Open Date

11/01/2018

Closing Date

12/31/2018

Elevator Pitch

The only company that is offering a functional cure for HIV and cancer after groundbreaking research on therapeutic vaccines. Funding needed to move the company into a partnership/buyout with pharma.

KPIs

21 Issued Patents

Company Overview

For our longer, more detailed video presentation visit:

http://immunoscience.com/en/video.html

ImmunoScience, Inc. is a biotechnology company specializing in the therapeutic treatment of immunologic disorders such as cancer and HIV. Located in Dublin, California, ImmunoScience combines innovation and ingenuity to develop cures for morbid diseases heretofore incurable. The company was founded in 1995 by Dr. Sateesh Apté, a board qualified physician who trained at Harvard Medical School and Stanford University Medical Center.

ImmunoScience has begun development of its most significant product, an as yet unnamed therapeutic vaccine for various types of cancer. ImmunoScience is negotiating a collaboration agreement with scientists at L’Institut Curie (The Curie Institute), a prestigious cancer research institute which is affiliated with the Pasteur Institute. The company believes this vaccine has the potential to be a universal therapy for cancer

ImmunoScience's original product is Contre Vir™, a therapeutic vaccine that utilizes a recombinant, live, attenuated virus for the treatment and potential cure of AIDS and the HIV infection. Invented by Dr. Apté, Contre Vir™ has shown a significantly high level of success in pre-clinical studies and pilot trials. The company expects success with efficacy data after completion of Phase I Clinical Trials which are expected to start in 2019.

ImmunoScience has several patents for Contre Vir™in the United States and internationally and anticipates the cancer vaccine will result in several dozen patents as well. Contre Vir™ is expected to start Phase I clinical trials in the very near future. The preliminary work for these trials will be undertaken in the United States, Belgium, United Kingdom and Africa.

ImmunoScience considers its technologies to be ground-breaking steps forward in the fight against cancer and HIV.

The Company has also developed a line of saliva-based rapid diagnostic products, the first of which is Salivax™-HIV, and also includes tests for Hepatitis B & C.These diagnostic kits are ready for market entry. ImmunoScience’s Indian subsidiary makes rapid test kits for diagnosis of malaria, dengue fever and chikungunya, which are designed for the Indian sub-continent as well as Asia and Africa where those diseases are prevalent.Sales have begun and will increase regularly.

CANCER VACCINE

Cancer is the generic term for the group of diseases involving abnormal cell growth with the potential to invade or spread to other parts of the body. According to the WHO, approximate 8.2 million people die every year from cancer with about 14 million new cases every year. The WHO projects that in the next two decades, without a means to stop it, the number of new cancer cases will continue to increase significantly.Our scientific team has believed for quite some time that cancer is, at its primary level, an immunologic disease brought on by assaults by external entities such as chemicals or excess UV radiation to create or trigger formation of aberrant cells which evade the immune system. This is now widely accepted by the cancer research community. In the simplest explanation, cancer consists of aberrant cells that are able to disguise themselves from the body's immune system and grow unchecked.The human body produces potential cancer cells all the time and a well-functioning immune system does not allow them to grow, killing them as they are identified.It is now recognized that immunologic treatment of cancer should be possible, and this is borne out by the fact that several immunologic treatments for some types of cancer have been very successful. For example, former President Jimmy Carter was cured of his metastasized melanoma by use of pembrolizumab, an antibody designed to attack the cancer. There are several examples of similar immunotherapy antibodies effective against a few other cancers.

Instead of using a single cancer antibody treatment for one cancer, ImmunoScience is working on a live virus (a “vector”) that will contain a "payload" delivery of different cancer markers simultaneously. This payload will also include constructs to suppress the mechanisms that cancer cells use to evade the immune system. By using a vector that will persistently activate the immune system, ImmunoScience expects that its proposed cancer vaccine will become the premier treatment modality for many, if not all, cancers.The advantages of such treatment will be significant.Chemotherapy and radiation treatment, and their adverse side-effects could be eliminated.Vaccine treatments should require relatively few injections.Depending on the progress of the cancer when detected, surgery may not be required.The cure and survival rates for cancer will be greatly increased, and treatment costs will be hugely decreased.Our vaccine will not need to be “customized” for each patient unlike many treatments that use autologous cells from each patient in order to modify them to fight cancer..

As opposed to HIV research, there are significant advantages inherent in our cancer research in that we can validate proof of concept in animal studies, something that cannot be done with respect to HIV.

THE HIV THERAPEUTIC VACCINE

Contre Vir™ is a therapeutic HIV vaccine, thus it is designed to be given to patients currently infected with the HIV virus. Contre Vir™ utilizes a recombinant live HIV-1 virus weakened by a deletion of the nef gene of HIV. The nef gene has been shown to be primarily responsible for the ability of the HIV to successfully evade the body's immune response. The deletion of the nef gene enables infected cells to present vaccine HIV antigens in conjunction with surface proteins, thus activating CD8 cytotoxic T lymphocytes to kill and clear the virus. Contre Vir™ allows the body to reestablish and reinvigorate the immune response system in order to stop the disease before it becomes fatal. The virus is rendered non- pathogenic by using genetic recombinant techniques, the basis of some of the Company's international patents and patent applications. Furthermore, the processing of conserved internal killer-cell recognition sites allows protection against virtually all the different strains of HIV resulting from mutations.

Limited human testing has demonstrated that Contre Vir™ restored the immune systems of two groups of near death AIDS patients and has rendered them free both of symptoms and of the HIV virus itself. In the first pilot study conducted in 1994 on the basis of a local humanitarian waiver, two AIDS patients with low CD4 counts were administered the Contre Vir™ vaccine. Four additional patients with similar profiles were not granted humanitarian waivers and were not able to receive any treatment. Within six months, the CD4 counts (an inverse measure of severity of AIDS) of the treated patients normalized and symptoms subsided. The two subjects became PCR negative about 2 ½ years after vaccine administration (PCR became available a few years later.) The untreated patients died within a relatively short period of time.As of today, the two treated patients are alive and asymptomatic, with normal CD4 counts and no detectable virus.

A second study, using a randomized, double-blind methodology was conducted in West Africa in 1997, again with a local humanitarian waiver. Sixteen AIDS patients were chosen who had no options for treatment and whose CD4 counts were between 200 and 400. The administration of Contre Vir™ showed, over an 18 week period, a 2-3 log decrease in viral burden in the experimental group and the restoration of normalcy to the CD4 cell count of the treated patients as compared to a control group, which showed no change.



Traction

  • In early limited trials, shown the efficacy of our HIV therapeutic vaccine to achieve a functional cure.

    November, 1996
  • Welcomed Nobel laureate Prof. Luc Montagnier to our advisory board.

    August, 2011
  • Successfully completed construction of a Biosafety Level 3 (BSL-3) facility, the only private BSL-3 in these parts.

    January, 2012
  • Developed a robust vaccine production process that yields high infectivity rates and good stability of the vaccine. This involved overcoming major roadblocks in the upstream and downstream manufacturing process for the vaccine through our proprietary technology not previously developed.

    November, 2013
  • Successfully completed five GLP animal safety studies; there were no adverse events in any of the studies.

    March, 2016
  • Received conditional approval from South Africa to conduct clinical trials.

    July, 2016
  • Secured initial cooperation of two hospitals in the UK for Phase I clinical trials, pending an on-site quality audit.

    November, 2016
  • Begun work on large-scale production processes for our HIV vaccine using bioreactor technology.

    December, 2015
  • Identified the optimum vector to use as the basis for our therapeutic cancer vaccine technology, and successfully grew and expanded the vector in our laboratory.

    March, 2016
  • Created a library of potential cancer markers to be used as inserts for the vaccine development.

    January, 2016
  • Identified animal models where our cancer vaccine can be tested for proof of concept.

    January, 2016
  • Achieved CE Marking for our saliva-based HIV rapid test kit. The only one ever given to an exclusively saliva based kit.

    May, 2016

Pitch Deck

Previous Funding

  • $2,600,000 Equity
  • Raise Source: Investors
  • July 1995
  • $7,000,000 Equity
  • Raise Source: Investors
  • December 2000
  • $25,000,000 Equity
  • Raise Source: Investors
  • February 2008
  • $20,000,000 Equity
  • Raise Source: Investors
  • June 2011
  • $10,000,000 Equity
  • Raise Source: Investors
  • August 2014
  • $2,500,000 Debt
  • Raise Source: Investors
  • April 2018

Frequently Asked Questions

What milestones will you achieve with this round of funding ($7 million)

HIV –
• Production of two batches of vaccine in our BSL-3 facility.
• Complete on-site regulatory audit for Phase I approval.
• Complete the UK MHRA approval process to conduct a Phase I trial in the UK.

Cancer –
• Complete vaccine construct for two or three selected cancers.
• Complete development of the manufacturing process.
• Produce one or two small vaccine batches for proof of concept studies.
• Develop animal model studies to determine efficacy against selected cancers.
• Complete those studies, with attendant reporting.

What is your time-frame to reach your goals for each funding level?

For the minimum funding level ($ 7 million) milestones – 1 to 2 years. For the maximum funding ($25 million) milestones – approximately 4 years.

What is your exit strategy?

We think the most likely exit strategy would be through partnering with, or being acquired by, a major Pharma. We have not ruled out an IPO.

Why has your lead investor not committed additional funding?

Our lead investor was a large, publicly traded investment fund in the UK. Apparently they had regulatory restrictions on the percentage of ownership they could take in non-listed (i.e. private) companies. They also became totally UK focused after BREXIT.

How do you justify the offering value?

We retained an independent valuation group well experienced in valuing early-stage companies in the health-care sector. They analyzed the world-wide markets, taking into account pricing differentials, time to market, and likelihood of success, among other factors. Their valuation is well in excess of our offering price. We have attached their report in the "documents" section.

What is your time-frame to market?

For our HIV vaccine, assuming successful clinical trials and fast-track approval in as many jurisdictions as possible, it could be within 5 years. For our cancer vaccine it could be within 7 years.

Do you have any competition?

In the HIV space, currently, the only therapy is drugs that one has to take for the rest of one's life to keep the HIV under control. We have a novel therapy that would lead to a potential cure with just two injections and there is no competition for that.

In the cancer space, in addition to the current surgery/radiation/chemo, there are new immunological treatments, primarily monoclonal antibodies and fusion proteins for specific cancers. These can lead to a functional cure in a minute fraction of patients. Our therapeutic vaccine is superior to the MABs and will result in a functional cure.

Risks & Disclosures

THIS OFFERING IS NOT UNDERWRITTEN. THE OFFERING PRICE HAS BEEN ARBITRARILY SET BY THE MANAGEMENT OF THE COMPANY. THERE CAN BE NO ASSURANCE THAT ANY OF THE SECURITIES WILL BE SOLD.

THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCY, NOR HAS ANY SUCH REGULATORY BODY REVIEWED THIS OFFERING MEMORANDUM FOR ACCURACY OR COMPLETENESS. BECAUSE THESE SECURITIES HAVE NOT BEEN SO REGISTERED, THERE MAY BE RESTRICTIONS ON THEIR TRANSFERABILITY OR RESALE BY AN INVESTOR.

EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT HE MUST BEAR THE ECONOMIC RISKS OF THE INVESTMENT FOR AN INDEFINITE PERIOD, SINCE THE SECURITIES MAY NOT BE SOLD UNLESS, AMONG OTHER THINGS, THEY ARE SUBSEQUENTLY REGISTERED UNDER THE APPLICABLE SECURITIES ACTS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THERE IS NO TRADING MARKET FOR THE COMPANY’S SECURITIES AND THERE CAN BE NO ASSURANCE THAT ANY MARKET WILL DEVELOP IN THE FUTURE OR THAT THE SECURITIES WILL BE ACCEPTED FOR INCLUSION ON NASDAQ OR ANY OTHER TRADING EXCHANGE AT ANY TIME IN THE FUTURE.

THE COMPANY IS NOT OBLIGATED TO REGISTER FOR SALE UNDER EITHER FEDERAL OR STATE SECURITIES LAWS THE SECURITIES PURCHASED PURSUANT HERETO, AND THE ISSUANCE OF THE SECURITIES IS BEING UNDERTAKEN PURSUANT TO RULE 506(c) OF REGULATION D UNDER THE SECURITIES ACT.

ACCORDINGLY, THE SALE, TRANSFER, OR OTHER DISPOSITION OF ANY OF THE SHARES WHICH ARE PURCHASED PURSUANT HERETO MAY BE RESTRICTED BY APPLICABLE FEDERAL OR STATE SECURITIES LAWS (DEPENDING ON THE RESIDENCY OF THE INVESTOR) AND BY THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT REFERRED TO HEREIN. THE OFFERING PRICE OF THE SECURITIES HAS BEEN ARBITRARILY ESTABLISHED BY THE COMPANY AND DOES NOT NECESSARILY BEAR ANY SPECIFIC RELATION TO THE ASSETS, BOOK VALUE OR POTENTIAL EARNINGS OF THE COMPANY OR ANY OTHER RECOGNIZED CRITERIA OF VALUE.

No person is authorized to give any information or make any representation not contained in the Memorandum and any information or representation not contained herein must not be relied upon. Nothing in this Memorandum should be construed as legal or tax advice.

The primary managers of the Company have provided all of the information stated herein. The Company makes no express or implied representation or warranty as to the completeness of this information or, in the case of projections, estimates, future plans, or forward looking assumptions or statements, as to their attainability or the accuracy and completeness of the assumptions from which they are derived, and it is expected that each prospective investor will pursue his, her, or its own independent investigation. It must be recognized that estimates of the Company’s performance are necessarily subject to a high degree of uncertainty and may vary materially from actual results.

Other than the Company’s Management, no one has been authorized to give any information or to make any representation with respect to the Company or the Shares that is not contained in this Memorandum. Prospective investors should not rely on any information not contained in this Memorandum.

This Memorandum does not constitute an offer to sell or a solicitation of an offer to buy to anyone in any jurisdiction in which such offer or solicitation would be unlawful or is not authorized or in which the person making such offer or solicitation is not qualified to do so. This offering is only available to suitable “accredited” investors as defined by Rule 501 of Regulation D and all subscriptions for purchase of securities will be subject to verification by the Company of the investor’s status as an accredited investor.

FOR RESIDENTS OF ALL STATES:

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR THE SECURITIES LAWS OF CERTAIN STATES ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS OF SAID ACT AND SUCH LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

THIS OFFERING IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MIGHT BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. AN INVESTOR MUST REPRESENT THAT THE SECURITIES ARE BEING ACQUIRED FOR INVESTMENT PURPOSES ONLY, AND NOT WITH A VIEW TO OR PRESENT INTENTION OF DISTRIBUTION.

THIS PRIVATE PLACEMENT MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO. IN ADDITION, THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM CONSTITUTES AN OFFER ONLY TO THE OFFEREE NAMED.

EXCEPT AS OTHERWISE INDICATED, THIS MEMORANDUM SPEAKS AS OF THE DATE OF THE MEMORANDUM AND NEITHER THE DELIVERY HEREOF NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE CONDITION OF THE COMPANY SINCE THE DATE HEREOF.

NO PERSON HAS BEEN AUTHORIZED TO MAKE REPRESENTATIONS OR PROVIDE ANY INFORMATION OTHER THAN THAT CONTAINED IN THIS PRIVATE PLACEMENT MEMORANDUM AND ACTUAL DOCUMENTS (SUMMARIZED HEREIN), WHICH ARE FURNISHED UPON REQUEST TO AN OFFEREE, OR HIS REPRESENTATIVE MAY BE RELIED UPON IN CONNECTION WITH THIS OFFERING.

PROSPECTIVE PURCHASERS OF THE SECURITIES ARE NOT TO CONSTRUE THE CONTENTS OF THIS PRIVATE PLACEMENT MEMORANDUM AS LEGAL OR TAX ADVICE. EACH PROSPECTIVE PURCHASER SHOULD CONSULT HIS OWN PROFESSIONAL ADVISORS AS TO LEGAL, TAX, AND RELATED MATTERS CONCERNING HIS INVESTMENT. THIS PRIVATE PLACEMENT MEMORANDUM HAS BEEN PREPARED FROM DATA SUPPLIED BY SOURCES DEEMED RELIABLE AND DOES NOT KNOWINGLY OMIT ANY MATERIAL FACT OR KNOWINGLY CONTAIN ANY UNTRUE STATEMENT OF ANY MATERIAL FACT. IT CONTAINS A SUMMARY OF THE MATERIAL PROVISIONS OF DOCUMENTS REFERRED TO HEREIN. STATEMENTS MADE WITH RESPECT TO THE PROVISIONS OF SUCH DOCUMENTS ARE NOT NECESSARILY COMPLETE AND REFERENCE IS MADE TO THE ACTUAL DOCUMENTS FOR COMPLETE INFORMATION AS TO THE RIGHTS AND OBLIGATIONS THERETO.

THERE IS NO TRADING MARKET FOR THE COMPANY’S SECURITIES AND THERE CAN BE NO ASSURANCE THAT ANY MARKET WILL DEVELOP IN THE FUTURE OR THAT THE SHARES WILL BE ACCEPTED FOR INCLUSION ON NASDAQ OR ANY OTHER TRADING EXCHANGE AT ANY TIME IN THE FUTURE. THE COMPANY IS NOT OBLIGATED TO REGISTER FOR SALE UNDER EITHER FEDERAL OR STATE SECURITIES LAWS THE SECURITIES PURCHASED PURSUANT HERETO, AND THE ISSUANCE OF THE SHARES IS BEING UNDERTAKEN PURSUANT TO RULE 506(c) OF REGULATION D UNDER THE SECURITIES ACT.

ACCORDINGLY, THE SALE, TRANSFER, OR OTHER DISPOSITION OF ANY OF THE Shares, WHICH ARE PURCHASED PURSUANT HERETO, MAY BE RESTRICTED BY APPLICABLE FEDERAL OR STATE SECURITIES LAWS (DEPENDING ON THE RESIDENCY OF THE INVESTOR) AND BY THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT REFERRED TO HEREIN.

THIS MEMORANDUM HAS BEEN PREPARED SOLELY FOR THE INFORMATION OF THE PERSON TO WHOM IT HAS BEEN DELIVERED BY OR ON BEHALF OF THE COMPANY. DISTRIBUTION OF THIS MEMORANDUM TO ANY PERSON OTHER THAN THE PROSPECTIVE INVESTOR TO WHOM THIS MEMORANDUM IS DELIVERED BY THE COMPANY AND THOSE PERSONS RETAINED TO ADVISE THEM WITH RESPECT THERETO IS UNAUTHORIZED.

ANY REPRODUCTION OF THIS MEMORANDUM, IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF THE CONTENTS WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY IS STRICTLY PROHIBITED. EACH PROSPECTIVE INVESTOR, BY ACCEPTING DELIVERY OF THIS MEMORANDUM, AGREES TO RETURN IT AND ALL OTHER DOCUMENTS RECEIVED BY THEM TO THE COMPANY IF THE PROSPECTIVE INVESTOR’S SUBSCRIPTION IS NOT ACCEPTED OR IF THE OFFERING IS TERMINATED.

NASAA LEGEND

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES MAY BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER FEDERAL AND STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

PATRIOT ACT RIDER

THE INVESTOR HEREBY REPRESENTS AND WARRANTS THAT THE INVESTOR IS NOT, NOR IS IT ACTING AS AN AGENT, REPRESENTATIVE, INTERMEDIARY OR NOMINEE FOR, A PERSON IDENTIFIED ON THE LIST OF BLOCKED PERSONS MAINTAINED BY THE OFFICE OF FOREIGN ASSETS CONTROL, U.S. DEPARTMENT OF TREASURY. IN ADDITION, THE INVESTOR HAS COMPLIED WITH ALL APPLICABLE U.S. LAWS, REGULATIONS, DIRECTIVES, AND EXECUTIVE ORDERS RELATING TO ANTI-MONEY LAUNDERING, INCLUDING BUT NOT LIMITED TO THE FOLLOWING LAWS:

(1) THE UNITING AND STRENGTHENING AMERICA BY PROVIDING APPROPRIATE TOOLS REQUIRED TO INTERCEPT AND OBSTRUCT TERRORISM ACT OF 2001, PUBLIC LAW 107-56, AND (2) EXECUTIVE ORDER 13224 (BLOCKING PROPERTY AND PROHIBITING TRANSACTIONS WITH PERSONS WHO COMMIT, THREATEN TO COMMIT, OR SUPPORT TERRORISM) OF SEPTEMBER 11, 2001.

EACH PROSPECTIVE INVESTOR WILL BE GIVEN AN OPPORTUNITY TO ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM, MANAGEMENT OF THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING AND TO OBTAIN ANY ADDITIONAL INFORMATION, TO THE EXTENT THE COMPANY POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORTS OR EXPENSE, NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED IN THIS MEMORANDUM.

IF YOU HAVE ANY QUESTIONS WHATSOEVER REGARDING THIS OFFERING, OR DESIRE ANY ADDITIONAL INFORMATION OR DOCUMENTS TO VERIFY OR SUPPLEMENT THE INFORMATION CONTAINED IN THIS MEMORANDUM, PLEASE WRITE OR CALL THE COMPANY AT THE ADDRESS AND NUMBER LISTED IN THIS PRIVATE OFFERING MEMORANDUM.

THE MANAGEMENT OF THE COMPANY HAS PROVIDED ALL OF THE INFORMATION STATED HEREIN.

THE COMPANY MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE COMPLETENESS OF THIS INFORMATION OR, IN THE CASE OF PROJECTIONS, ESTIMATES, FUTURE PLANS, OR FORWARD LOOKING ASSUMPTIONS OR STATEMENTS, AS TO THEIR ATTAINABILITY OR THE ACCURACY AND COMPLETENESS OF THE ASSUMPTIONS FROM WHICH THEY ARE DERIVED, AND IT IS EXPECTED THAT EACH PROSPECTIVE INVESTOR WILL PURSUE HIS, HER, OR ITS OWN INDEPENDENT INVESTIGATION.

IT MUST BE RECOGNIZED THAT ESTIMATES OF THE COMPANY’S PERFORMANCE ARE NECESSARILY SUBJECT TO A HIGH DEGREE OF UNCERTAINTY AND MAY VARY MATERIALLY FROM ACTUAL RESULTS.

PRELIMINARY RISK DISCLOSURE STATEMENT

YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO PARTICIPATE IN THIS INVESTMENT.

IN DOING SO, YOU SHOULD BE AWARE THAT AN INVESTMENT WITH OUR COMPANY MAY BE VOLATILE AND LOSSES FROM ITS BUSINESS ACTIVITIES MAY REDUCE THE NET ASSET VALUE OF THE COMPANY.

INVESTORS MAY LOSE ALL OR PART OF THEIR INVESTMENT. IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT THE COMPANY’S ABILITY TO REDEEM YOUR SHARES.

THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMPANY. THEREFORE, BEFORE YOU DECIDE TO PARTICIPATE IN AN INVESTMENT IN THIS COMPANY, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DISCUSSION OF POTENTIAL RISKS RELATED TO THIS INVESTMENT.

Documents

Confidential

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