AN INVESTMENT IN THE CONVERTIBLE PROMISSORY NOTES OF EXODEXA HOLDINGS INC. (THE “COMPANY”) INVOLVES A HIGH DEGREE OF RISK. AN INVESTMENT IN THE COMPANY’S REGULATION D RULE 506(C) OFFERING OF CONVERTIBLE PROMISSORY NOTES IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO REMAIN ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES OF THE COMPANY, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
Certain statements in this presentation (the “Presentation”) may be deemed forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act of 1934, as amended. Such forward-looking statements can be identified by words such as “should,” “may,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “plans,” and “proposes.” Forward-looking statements are based on current plans, forecasts, and expectations of management and are inherently less reliable than historical information. They are subject to risks and uncertainties, including events beyond our control. Management believes these expectations are reasonable, but actual results may differ materially due to various risks and uncertainties.
Any forward-looking financial forecasts contained in this Presentation are subject to risks and uncertainties, and actual results may differ materially. You should not place undue reliance on these forecasts. No assurances can be given that future results, whether expressed or implied, will be achieved. Forecasts are based on assumptions which may not materialize, and unanticipated events may occur. The Company assumes no responsibility for any forecasts contained herein. Information in this Presentation should not be regarded as a representation by the Company and has not been prepared for public disclosure or SEC compliance purposes.
The Company is conducting a private placement offering of Convertible Promissory Notes (the “Securities”) solely to accredited investors under Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation D. Investors should carefully consider their investment objectives, risks, and time horizon before investing. The offering documents contain additional information, including risk factors, which should be read carefully.
Investors should be aware that:
Securities may be sold only to accredited investors.
The offering relies on exemptions from SEC registration.
The SEC will not evaluate or approve the terms or accuracy of the offering.
Securities are subject to legal restrictions on transfer and resale.
Investing involves a high degree of risk, and investors may lose their entire investment.
The contents of this Presentation are not legal, financial, or tax advice. It is not an offer to sell or solicitation to buy securities in any jurisdiction where such offer or sale would be unlawful.
Limited operating history makes predicting future results difficult.
Market adoption of online learning solutions may not grow as expected.
Financial performance depends on recruiting students, parents, and teachers.
Additional capital may be needed; availability is uncertain.
Intellectual property risks could harm the business.
Metrics and market estimates may be inaccurate.
Convertible Promissory Notes are speculative; investors may lose all investment.
Notes may be redeemed early; reinvestment may be at lower returns.
Notes are unsecured and without trustee or sinking fund.
Conversion into common stock may be delayed due to share limitations.
Notes and shares are restricted securities; resale is limited.
Investors have no management rights.
No guarantee of return; market fluctuations may affect value.
Executive officers hold majority voting power; future debt or preferred stock may impact returns.
Use of proceeds is at management’s discretion.
Regulatory changes could affect business operations.
Proxy rights are granted to CEO for voting converted shares.
