Terms & Conditions

This communication has been prepared on a confidential basis solely for informational purposes and is being furnished to a limited number of sophisticated professional investors for discussion purposes only. This communication does not provide full disclosure of all material facts relating to [NucleoBio] (the “Company”, “us” or “we”), or its securities, and is not subject to liability for misrepresentations under applicable securities legislation.

 

This communications contains “forward-looking statements” within the meaning of applicable securities law and such statements may relate to, amongst other things, future events, future financial performance, future growth, strategies, expectations, and regulatory matters. Words such as “may,” “will,” “plans,” “strive,” “believes,” “expects,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.

 

This communication does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company nor shall there be any sale of Company securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

 

The securities of the Company have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or under any of the securities laws of any state of the United States. Accordingly, the securities of the Company may not be offered or sold, directly or indirectly, unless exempt or excluded from the registration requirements of the U.S. Securities Act, and the securities laws of all applicable states of the United States or pursuant to registration under the U.S. Securities Act and under the securities laws of all applicable states of the United States.

 

Neither the United States Securities and Exchange Commission or any state securities commission or regulatory authority have passed on the accuracy or adequacy of this communication or the securities of the Company. Any representation to the contrary is a criminal offense.

 

Any offering of securities of the Company shall be made pursuant to definitive subscription documents, a private placement memorandum and/or other relevant definitive documents which will describe the specific opportunity and contain material information not contained herein as well as representations by you that you are a sophisticated investor meeting any relevant regulatory requirements and that you have conducted such investigations as you deem necessary and after consulting your own investment, legal, accounting, and tax advisors in order to make an independent determination of the suitability and consequences of making an investment in the Company’s securities, including an evaluation of fees and charges and tax considerations. Nothing contained in this communication constitutes investment, legal, tax or other advice, nor is it to be relied on in making an investment or other decision.

This communication and its contents are strictly confidential and any reproduction or dissemination of this information, in whole or in part, without the prior written consent of the Company is strictly prohibited.