The company is conducting an offering of shares of Class A common stock initially to accredited investors only pursuant to Rule 506(c) of Regulation D (Reg D506(c)). We have also confidentially submitted to the Securities and Exchange Commission (SEC) under Form 1-A an Offering Statement for review. Once the review process is complete, we will also initiate an offering of shares of Class A common stock to the public pursuant to Regulation A+ (“Reg A+”).

We are currently offering up to 15 million shares of Class A Common Stock under Reg D506(c) to accredited investors. Once our Offering Statement is qualified by the SEC we will offer up to 15 million shares of Class A Common Stock to the public pursuant to Reg A+. As of December 31, 2024, the Company has the following outstanding shares and options:
 
  ● 18,416,100 shares of Class A Common Stock and;
 
  ● 100,000 shares of Class B Common Stock;
 
  ● 8,000,000 shares of Preferred Stock designated as Series A Preferred Stock with a conversion ratio of 1:1 to shares of Class A Common Stock; and
 
  ● 2,170,000 stock options which entitle the holders to purchase 2,170,000 shares of Class A Common Stock over the 10 years following their respective issuance date.
 
Our amended and restated certificate of incorporation authorizes the issuance of a maximum of 100,000,000 shares of Common Stock, consisting of 99,900,000 shares of Class A Common Stock and 100,000 shares of Class B Common Stock, plus up to 14,000,000 shares of Preferred Stock.

 The company is conducting an offering of securities pursuant to Reg D506(c) and is planning to commence a concurrent offering of securities pursuant to Reg A+. The Reg D506(c) offering will likely include direct negotiations with institutional and strategic investors seeking investment terms that are more advantageous than the terms in the Reg A+ offering. Examples of more advantageous terms could include a price per share lower than the price per share in the Reg A+ offering, additional information rights or preemptive rights, liquidation preferences, or even a right to nominate a director to our Board. Sales under Reg D506(c) offering may be done concurrently with sales under Reg A+ offering. Sales under Reg D506(c) offering require verification of accredited investor status and are sales of restricted securities while sales under Reg A+ offering are sales of freely tradeable unrestricted securities to the public.

Both offerings are done on a “best efforts” basis with no offering minimum so the company will have access to any funds tendered.

Individual investors, family offices, our executives, board members own our outstanding shares. In particular our executive officers, directors and certain principal stockholders beneficially owned approximately 46.40% of our outstanding Common Stock as of December 31, 2024. In addition, our Chairman, Chief Executive Officer and Director holds all our outstanding Class B Shares of Common Stock entitled to 1,000 votes for each share on all matters submitted to a vote of stockholders, subject to a maximum voting limit of not more than 49% of all the eligible votes. Class A Shares of Common Stock are entitled to 1 such vote for each share.

Reg A+ is a framework for capital-raising that was created under the JOBS Act and subsequently implemented by the Obama administration in 2015. The framework is meant to provide a more cost-effective means of raising capital for companies wishing to avoid the hefty expenses, resources, and reporting obligations typically required under the Exchange Act when selling public securities.

While Reg A+ offerings can function similarly to a traditional IPO, they allow for greater flexibility when it comes to gauging public interest in the company’s securities and the types of investors allowed to purchase those securities. As of March 15, 2021, Reg A+ rules allow companies to raise up to $75 million in a 12-month period.

Regulation D is a Securities and Exchange Commission (SEC) regulation governing private placement exemptions. Reg D offerings are advantageous to private companies that meet the requirements because funding can be obtained faster and at a lower cost than with a public offering. The regulation allows capital to be raised through the sale of securities without the need to register those securities with the SEC. However, many other state and federal regulatory requirements still apply. Rule 506(c) of Regulation D permits issuers to broadly solicit and generally advertise an offering, provided that:

• all purchasers in the offering are accredited investors
• the issuer takes reasonable steps to verify purchasers’ accredited investor status and
• certain other conditions in Regulation D are satisfied

Purchasers in a Rule 506(c) offering receive “restricted securities.” A company is required to file a notice with the Commission on Form D within 15 days after the first sale of securities in the offering. Although the Securities Act provides a federal preemption from state registration and qualification under Rule 506(c), the states still have authority to require notice filings and collect state fees. Rule 506(c) offerings are subject to “bad actor” disqualification provisions.

Companies that wish to offer securities pursuant to Reg A+ must file an offering statement with the SEC’s Division of Corporation Finance via Form 1-A. Initially the offering statement may be submitted confidentially for review to the SEC. Following the review process the offering statement is filed publicly with the SEC and is available at www.SEC.gov and must be qualified before the company can begin selling securities.

Yes, Dalmore Securities is acting as the broker dealer of record. A broker-dealer provides a much more hands-on facilitation of the sale of securities and is legally held to higher standards of due diligence. A broker-dealer can offer investment advice, solicit the purchase of securities, compensate others for solicitation, and manage the securities themselves. However, broker-dealers’ fees can be quite expensive, which often leads them to reject capital raises below a certain price point.

Dalmore Technologies provides our online funding portals which are integrated with our investor landing page at www.investinpromicell.com. The funding portal allows potential investors to review our investment opportunity and purchase shares of Class A Common Stock.

Our Offering Statement includes audited financial statements for the fiscal year ending December 31, 2022, and 2023 as well as unaudited financial statements for the first nine months of 2024. We will be required to file annual audited financial statements under Form 1-K within 120 calendar days of the fiscal year ended on December 31st and unaudited semi-annual financial statements under Form 1-SA on an ongoing basis, as well as current event reports within four business days from the event under Form 1-U whenever certain changes to the business occur, such as:
 

1. fundamental changes in the business
2. bankruptcy or receivership
3. material modification to rights of security holders
4. changes in issuer’s certifying accountant
5. non-reliance on previously issued financial statements
6. changes in control of issuer
7. departure of certain officers
8. certain unregistered sales of equity securities of 10% or more of outstanding equity securities

The shares of Class A common Stock sold pursuant to Regulation A+ are not restricted under US securities laws and will become liquid upon issuance and are freely tradeable with no transfer restrictions. However, there is no obligation for the company to create a market for those shares.

The shares of Class A Common Stock to be sold pursuant Reg D506(c) will not be registered and hence, will be deemed to be “restricted securities” for purposes of the Securities laws. Rule 144, a regulation enforced by the SEC, sets the conditions for the sale or resale of restricted unregistered securities. It provides an exemption from registration requirements for the sale of securities through the public markets if a few specific conditions are met. These generally include a holding period of six months to a year and require that certain information about the Company is available. Purchasers of our shares of Class A Common Stock will have demand registration rights. They may, subject to certain conditions, require the company to register their shares for resale with the SEC in which case their shares will be freely tradable.

No, they will not. For companies not listed on the NYSE or NASDAQ, securities may be traded on over-the-counter markets such as the OTCQX or OTCQB or an electronic trading platform. There is no formal marketplace for the resale of our Common Stock, and we are not currently planning to list them in a formal marketplace. So long as eligibility conditions are met, the company may pursue a direct listing to the NYSE or Nasdaq.

The term Accredited Investor includes: (1) an individual who, either individually or jointly with his or her spouse, has a net worth (i.e., total assets in excess of total liabilities excluding the personal residence) of at least One Million Dollars ($1,000,000.00) or whose annual income exceeded Two Hundred Thousand Dollars ($200,000.00) in each of the last Two (2) years, or whose joint income with his or her spouse was in excess of Three Hundred Thousand Dollars ($300,000.00) in each of those years, and who has a reasonable expectation of reaching the same income level in the current year; or (2) certain institutional investors; or (3) a corporation, business, trust or partnership or trust whose investment in the Issuer is directed by a sophisticated person, in each case, not formed for the specific purpose of acquiring the Company’s Common Stocks and with total assets in excess of Five Million Dollars ($5,000,000.00); or (4) any entity in which all of the equity owners are in their own right Accredited Investors. The investor must also demonstrate: (1) that the investor, by virtue of the investor’s knowledge and experience in financial and business matters, are capable of evaluating the merits and risks of investing in the Issuer; (2) that the investor have the capacity to protect your own Common Stocks in connection with this Offering; and (3) that the investor is able to bear the risk of the Investor’s investment in the Issuer. The investor must also satisfy the Company that the investor is purchasing Common Stocks for investment only and not with a view toward resale or distribution and that the investor is an “Accredited Investor” as such term is defined in Rule 501 of Regulation D of the Securities Act.

The company intends to offer shares of Class A Common Stock at $5.00 per share. The company may at its discretion change the price of the offering.

The shares of Class A Common Stock are being offered with a minimum investment of Twenty-Five Thousand Dollars ($25,000) pursuant to Reg D506(c) and One Thousand Dollars ($1,000) pursuant to Reg A+. However, at its sole discretion, the Company may accept subscriptions for lesser amounts, reject any subscription offer, in whole or in part, for any reason or no reason.

Each prospective accredited investor participating in the offering of Shares of Class A Common Stock under Reg D506(c) will be provided with a subscription package, together with instructions, along with the Private Placement Memorandum. To subscribe for Common Shares, a subscriber must will receive a subscription package which includes the following for delivery to the company.

The company has also engaged Colonial Stock Transfer Company Inc., a registered transfer agent with the SEC, who will serve as transfer agent to maintain shareholder information on a book-entry basis.

TESTING THE WATERS LEGEND 
PROMICELL IS CONSIDERING UNDERTAKING AN OFFERING OF SECURITIES UNDER TIER 2 OF REGULATION A. NO MONEY OR OTHER CONSIDERATION IS BEING SOLICITED, AND IF SENT IN RESPONSE, WILL NOT BE ACCEPTED. NO OFFER TO BUY THE SECURITIES CAN BE ACCEPTED AND NO PART OF THE PURCHASE PRICE CAN BE RECEIVED UNTIL THE OFFERING STATEMENT FILED BY THE COMPANY WITH THE SEC HAS BEEN QUALIFIED BY THE SEC. ANY SUCH OFFER MAY BE WITHDRAWN OR REVOKED, WITHOUT OBLIGATION OR COMMITMENT OF ANY KIND, AT ANY TIME BEFORE NOTICE OF ACCEPTANCE GIVEN AFTER THE DATE OF QUALIFICATION. AN INDICATION OF INTEREST INVOLVES NO OBLIGATION OR COMMITMENT OF ANY KIND.