(Last Updated February 23rd, 2022)
The offer and sale of securities is being facilitated by an unaffiliated third-party registered broker-dealer (member FINRA/SIPC) only in U.S. states where such broker-dealer is registered. Neither GenesisAI Corporation nor any third-party broker-dealer provides any investment advice or make any investment recommendations to any persons, ever, and no communication through the genesisai.io website or in any other medium should be construed as such. The Communication and the subject matter contained within it, does not constitute a solicitation to purchase or an offer to sell any securities.
Offerings in Class A Common Stock of the Company
GenesisAI Corporation (the "Company" or “GenesisAI”) is a Delaware corporation and is conducting an offering (the “Offering”) on behalf of its and certain selling stockholders (the “Selling Stockholders”) to permit public investment in its Shares (defined below). Investors are able to acquire Shares of the Company via the GenesisAI platform (the "GenesisAI Platform" or "Platform") on invest.genesisai.io. “Shares” refers to shares of Class A Common Stock, par value $0.0001 per share, of the Company (the “Stock”).
The Offering is subject to an offering circular (the "Offering Circular"). This important document are available via the GenesisAI Platform on “Offering Circular”, or by requesting a copy by e-mailing firstname.lastname@example.org or publicly via the U.S. Securities & Exchange Commission EDGAR service, and should be read by all investors prior to acquiring any Shares.
The Offering is being conducted (i) under Tier II of Regulation A of the Securities Act of 1933, as amended (the "Securities Act") as amended, (ii) only through an Offering Circular and (iii) exclusively through a broker-dealer registered with the U.S. Securities and Exchange Commission (the "SEC") and a member of the Financial Industry Regulatory Authority, Inc. and the Securities Investor Protection Corporation and other necessary state or other regulators, and only in such states where the broker-dealer is registered. Shares are being offered and sold to "qualified investors" under Tier II of Regulation A under the Securities Act, pursuant to an Offering Circular as qualified by the SEC. Even so, each investor must rely on its own examination of the Company, the Shares, and the terms of the Offering, including the risks and merits involved, before making any investment.
Although the Offering Circular has been qualified by the SEC, there is no assurance that it will remain qualified. Should the Offering Circular’s qualification be withdrawn, the Offering will be suspended or terminated.
During any such time that the Offering has been suspended, from time to time the Company may conduct "testing the waters" campaigns to gauge market demand from potential investors for the Offering under Tier II of Regulation A of the Securities Act. No money or other consideration will be solicited, and if sent in response, it will not be accepted. No sales of securities will be made or commitment to purchase accepted until qualification of the Offering Circular has been reinstated by the SEC and approval of any other required government or regulatory agency. An indication of interest made by a prospective investor is non-binding and involves no obligation or commitment of any kind. Any offer to buy securities may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date. No offer to buy securities can be accepted and no part of the purchase price can be received without an Offering Circular that has been qualified by the SEC, which the Company urges prospective investors to read carefully. A copy of the most recent version of the Offering Circular may be obtained by emailing the Company at email@example.com via the GenesisAI Platform under the "[Offering Circular]" heading; or accessed online here: https://www.sec.gov/edgar/browse/?CIK=1797609.
The Offering is not being made in any jurisdiction where such an offer or solicitation is not lawful or is prohibited or where the broker-dealer, through whom the Offering is being conducted, is not registered. The Offering is made pursuant to an exemption from the registration requirements of the Securities Act and certain state securities laws. The Company is not required to file periodic reports (such as reports on Forms 10-K and 10-Q) with the SEC, and consequently there is less publicly-available information about its business, assets, liabilities, results of operations and other information than would typically be available regarding publicly-traded securities. The Company is not registered as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act") and the Shares do not have the benefit of the protections of the Investment Company Act.
Neither the SEC nor any state securities commission has approved or disapproved the Shares nor have any of the foregoing passed upon or endorsed the merits of the Offering or the accuracy or adequacy of any of the Offering Circular or any Communication. Any representation to the contrary is a criminal offense.
There is no trading market for the Shares at this time and there can be no assurance that such a market will develop in the foreseeable future. Although the Offering is being made under Tier 2 of Regulation A of the Securities Act, which generally provides an exemption from the registration requirements of the Securities Act and applicable state securities laws for resales of securities, state securities laws requiring certain filings and fees prior to permitting resales of securities may still apply. While the Company has taken measures to comply with all applicable federal and state securities laws for purposes of allowing sales and resales of the Shares thereunder, there is no assurance that such steps have been sufficient or that an investor will be permitted to resell their Shares. Accordingly, investors may need to bear the risk of loss for an indefinite period of time.
An investment in Shares may involve significant risks. Only investors who can bear the economic risk of the investment for an indefinite period of time and the loss of their entire investment should invest in the Shares. See "Risk Factors" below and in the Offering Circular.
No offeree will be accepted as a subscriber who does not make the representations set forth in the subscription agreement accompanying the Offering Circular, including, when applicable, the representation that such offeree is an accredited investor, and, when applicable, that the investment amount does not exceed 10% of the offeree’s net worth or annual income. Investors also will be required to represent that they are familiar with and understand the terms of the Offering, among other things. Investors may also be required to provide additional information to verify their identity or investor status.
The Shares will not be offered or sold to prospective investors subject to the Employee Retirement Income Security Act of 1974 and regulations thereunder, as amended ("ERISA").
Notice to Foreign Investors
The Communication is directed solely to persons located within the United States. If the recipient of the Communication lives outside the United States, it is their responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase of Shares, including obtaining required governmental or other consents or observing any other required legal or other formalities.
The Shares are highly speculative in nature, involves a high degree of risk and should be purchased only by persons who can afford to lose their entire investment. The investments in the Offering are not bank deposits (and thus not insured by the Federal Deposit Insurance Corporation (FDIC) or by any other federal governmental agency), are not guaranteed by the Company or any third-party broker-dealer and may lose value. A detailed description of the risk factors for the Offering may be found in the Offering Circular, which you may find here www.genesisai.io and invest.genesisai.io; via the GenesisAI Platform under the “Offering Circular” heading; or accessed online here: https://www.sec.gov/edgar/browse/?CIK=1797609. All prospective investors should consult the Offering Circular and risks described therein before purchasing Shares.
Third-Party Information and Past Performance
Certain information, including statistical data, third-party quotes and other factual statements, contained in the Communication has been obtained from published sources prepared by other parties considered to be generally reliable. However, neither the Company, nor any of the Selling Stockholders, the Company’s directors, shareholders, officers, employees or agents assumes any responsibility for the accuracy of such information. There is no representation or warranty, express or implied, as to the accuracy, adequateness, or completeness of any such information used in the Communication.
Past performance is not necessarily indicative of future results of the Shares.
Furthermore, the value of the Shares may materially differ from the value of the Company for many reasons, including market factors and restrictions on liquidity.
The information contained in the Communication including the Company’s Offering Circular may include some statements that are not historical and that are considered "forward-looking statements" within the meaning of Section 27A of the Securities Act. Such forward-looking statements may include, but are not limited to: statements regarding the development plans for the Company’s business; its strategies and business outlook; its market sector; anticipated development of the Company; and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards and interpretations). These forward-looking statements typically express the Company’s expectations, hopes, beliefs, and intentions regarding the future. In addition, without limiting the foregoing, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipates", "believes", "continue", "could", "estimates", "expects", "intends", "may", "might", "plans", "possible", "potential", "predicts", "projects", "seeks", "should", "will", "would" and similar expressions and variations, or comparable terminology, or the negatives of any of the foregoing, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
Any forward-looking statements contained in the Communication will be based on current expectations and beliefs concerning future developments that are difficult to predict. The Company cannot guarantee future performance, or that future developments affecting the Company or the GenesisAI Platform will be as currently anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including those risks that may be set forth in the Offering Circular.
All forward-looking statements attributable to the Company are expressly qualified in their entirety by these risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The recipient of the Communication should not place undue reliance on any forward-looking statements and should not make an investment decision based solely on forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Obtain Your Own Advice
Prospective investors are not to construe the contents of the Communication as legal, business or tax advice. Each prospective investor should consult its own advisors as to legal, business, tax and related matters concerning the subject matter of the Communication and any applicable Offering.
Nothing in this disclaimer or in the Communication to which it relates constitutes an offering of the Company’s securities unless accompanied by a copy of or link to the Offering Circular relating to the Shares at such time that the Offering Circular remains qualified by the SEC.