MedicaMetrix, Inc/DE Form 1-A Filed 2021-09-14

▤ Summary

If one or more of our key personnel exit the business the company may experience financial loss, disruption to our operations and technology development, damage to our brand and reputation and, if any departing person joins a competitor, a weakening of our competitive position.Risks Related to the Securities and the OfferingOur valuation and our offering price have been arbitrarily established by us and are difficult to assess. Our mission is to develop and market proprietary devices that focus on disease diagnosis and continued monitoring, at substantially reduced costs compared with current technology.In May 2020, we acquired the intellectual property assets for one of the primary products that we intend to commercialize using funds raised in this offering, ProstaMetrix. Since 2019, Mr. LaFarge has also been the COO of Bach Pharma, a pharmaceutical company developing therapeutics for the treatment of neurodegenerative diseases like ALS and Parkinsons and other life threatening redox and inflammation-related illnesses like radiation, chemical poisoning, or viral and bacterial infections like pneumonia. In accordance with the guidance under SAB Topic 5.G, Transfers of Nonmonetary Assets by Promoters or Shareholders, patents were recorded at their historical cost of zero, which may differ from fair value.The Company leases an office suite in Lowell, Massachusetts for monthly payments of $2,750, commencing on June 1, 2020. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company of shares of its Common Stock or any other equity securities under the registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days in the case of the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), or ninety (90) days in the case of any registration other than the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of , whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise.

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