Exhibit 10.6
THESE SHARES ARE BEING OFFERED UNDER AN EXEMPTION FROM REGISTRATION PURSUANT TO
SECTION 4(a)(2) OF THE SECURITIES ACT OF 1933 AS AMENDED OR SECURITIES AND
EXCHANGE COMMISSION REGULATION D, RULE 506(c) PROMULGATED THEREUNDER. WHETHER
THESE SHARES ARE EXEMPT FROM REGISTRATION PURSUANT TO REGULATION D OR OTHERWISE
HAS NOT BEEN PASSED UPON BY THE SECURITIES AND EXCHANGE COMMISSION, THE ATTORNEY
GENERAL OF ANY STATE OR ANY OTHER REGULATORY AGENCY, NOR HAS ANY SUCH AGENCY
PASSED UPON THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY OR
ANY REPRESENTATION THAT ANY REGULATORY AGENCY HAS PASSED UPON THE ACCURACY OR
COMPLETENESS OF THIS PRIVATE PLACEMENT MEMORANDUM IS A CRIMINAL OFFENSE.
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REACH GENETICS, INC.
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
1,000,000 SHARES OF COMMON STOCK
Price Per Share: $1.00
Maximum Offering: $ 1,000,000
REACH GENETICS, INC. (or the "Company") hereby offers (the "Offering") for sale
to Accredited Investors a maximum of 1,000,000 Shares of its Common Stock
($.0001 par value) at a purchase price of $1.00 per Share. The Shares will be
sold pursuant to Regulation D, Rule 506(c), and Section 4(a)(2), exemptions from
registration provided by the Securities Act of 1933, as amended. The Company has
the right to withdraw, limit or terminate this Offering at any time and to
reject any and all offers to purchase Shares. Proceeds from the sale of Shares
will be immediately available to the Company when received and accepted. There
is no minimum number of Shares required to be sold. The Offering will be
terminated when the Company has sold the maximum Offering or on June 30, 2018,
if it has not been sooner terminated or extended, subject to the reserved right
of the Company to extend theOffering.
Principal Amount
Commissions (1)
Proceeds to
Company (2)
Total Maximum
$1,000,000
$100,000
$900,000
(1)The Company has agreed to pay sales commissions of 10% to qualified finders
and broker/dealers.
(2)Before deducting other estimated Offering expenses of approximately $25,000
This Memorandum Is Revised and Dated May 11, 2018
INVESTOR DISCLOSURES
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE
OR ANY OTHER JURISDICTION AND ARE BEING OFFERED WITHIN THE UNITED STATES
PURSUANT TO SECTION 4(a)(2) OF THE SECURITIES ACT AND RULE 506(c) OF REGULATION
D PROMULGATED THEREUNDER. THE SECURITIES OFFERED HEREBY MAY NOT BE OFFERED,
SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE UNITED STATES OR TO
"U.S. PERSONS" (AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE
SECURITIES ACT), EXCEPT PURSUANT TO (1) AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, (2) REGULATION S UNDER THE SECURITIES ACT, (3) RULE
144 UNDER THE SECURITIES ACT (IF AVAILABLE), SUBJECT TO RECEIPT BY THE COMPANY
OF SUCH EVIDENCE (INCLUDING, WITHOUT LIMITATION, OPINIONS OF COUNSEL) ACCEPTABLE
TO IT THAT SUCH REOFFER, RESALE, TRANSFER, PLEDGE OR OTHER DISPOSITION WILL BE
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (4) ANY
OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,