SnippetSentry, Inc.

A NORTH CAROLINA CORPORATION

Enterprise-level, real-time text archival technology and support

Up to $1,500,000 of 6.0% Series A-4 Convertible Preferred Equity, $1.6044 per Share

Summary of the Offering

The following is a summary of the certain information appearing elsewhere in this Memorandum. This summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this Memorandum, including (i) the Purchase Agreement in form substantially similar to that enclosed herewith as EXHIBIT A (the “Purchase Agreement”), (ii) that certain Shareholders’ Agreement dated December 31st, 2024 EXHIBIT B (the “Shareholders’ Agreement”), (iii) the Articles of Incorporation of SnippetSentry, Inc. enclosed herewith as EXHIBIT C (the “Articles”), and (iv) the certain Articles of Amendment to Articles of Incorporation in form substantially similar to that attached hereto as EXHIBIT D (the “Amendment”, and together with the Purchase Agreement, the Shareholders’ Agreement, and the Articles,, the ”Governing Documents”). Terms capitalized but not defined herein shall have the meaning assigned to them in the Governing Documents. All references to $ or dollars in this Memorandum are references to United States currency unless otherwise noted.

Company Overview

The Company was converted from SnippetSentry, LLC to SnippetSentry, Inc., on December 31st, 2024. The Company was originally named TxtSmarter, LLC and originated as a result of the purchase of certain assets of TextSmarter, Inc., pursuant to that certain Asset Purchase Agreement dated August 11th, 2022.

The Company provides advanced mobile communication monitoring, seamlessly capturing messages across platforms while ensuring compliance with regulatory standards.

Offering Overview

Issuer: SnippetSentry, Inc., a North Carolina corporation (the “Company”).

Security: Series A-4 Preferred Stock (the “A-4 Preferred” or the “Securities”)

Offering Amount: Up to $1,500,000, with up to 934,928 shares of A-4 Preferred being issued at $1.6044 per share. The Company shall not issue fractional shares of A-4 Preferred.

Use of Proceeds: Funds raised from the issuance and sale of the A-4 Preferred will be used for (i) the elimination of acquired employee liabilities, (ii) the curing of a default on existing indebtedness, (iii) working capital to support new customers onboarding, and (iv) the payment of certain offering expenses.

Closing: On one or more dates satisfactory to the Company (each a “Closing”).

Valuation: The pre-money valuation for this Offering will be $29,804638.78 based on 18,520,718 pre-money fully diluted, as-converted shares and 56,095 shares being added to the pre-money basis as part of compensatory warrants to CFS. The post-money valuation assuming the full funding of the offering will be $31,304,637.27.

Plan of Distribution & Fees: Carolina Financial Securities, LLC (“CFS”), a FINRA-registered broker dealer, is the exclusive Placement Agent for the Offering and will receive a 6.00% placement fee for acting as Placement Agent. CFS may share up to 50% of its fees with Carofin, LLC, an affiliated Broker-Dealer, for its assistance in the placement of the Offering. Additionally, CFS and Carofin will be issued a warrant to purchase up to 39,827 common shares of the Company.

Administrative Agent: CFG Financial Services, LLC (“CFG FS”), an affiliate of CFS and Carofin, shall be appointed as Administrative Agent by the Company and the Investors regarding the A-4 Preferred.

Governing Law: North Carolina

Business Overview

General

SnippetSentry, Inc. (“Snippet” or “the Company”) has developed a proprietary solution for real-time archiving of text data across iMessage, SMS/MMS, and WhatsApp. The platform securely captures, encrypts, and delivers texts from private messaging and social platforms, addressing critical compliance needs in highly regulated industries.

Recently, the SEC has fined major Wall Street firms over $2.3 billion for text-related recordkeeping non-compliance. Other agencies, such as the DOJ, FDIC, and the Financial Conduct Authority enforce similar standards. Companies across industries are increasingly adopting mobile communication monitoring to mitigate regulatory risk.

Snippet recently began Beta testing a new product which allows seamless text data integration into popular CRMs, leading to a significantly increased Total Addressable Market (TAM).

The Company has seen significant traction within its direct sales channel with large financial firms and is poised to continue this growth through additional direct sales and via its partnership growth strategy.

The proceeds of this offering will be used to reduce acquired liabilities and to provide additional working capital to the Company.

Representative Customers

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Business Opportunity – Problem

Financial services companies are promoting mobile messaging apps to improve communication, but U.S. regulations require all electronic communications to be archived, and some providers, like Apple’s iMessage, do not support third-party archival solutions.

This lack of compliance has led to record fines from the SEC against Wall Street firms, driving financial and other companies to urgently seek effective technological solutions.

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Business Opportunity – Solution

SnippetSentry’s SaaS technology securely captures and transmits text messages from leading messaging apps (iMessage, WhatsApp, SMS/MMS) to corporate archives, with future support for WeChat/WeCom. It captures all mobile data types, including attachments, emojis, GIFs, and voice messages.

SnippetSentry’s SaaS platform requires no proprietary apps, secondary phone numbers, and minimal IT involvement, which together drive rapid adoption across client organizations.

This simplicity allows clients to seamlessly go from non-compliant to full compliance, avoiding regulatory sanctions and negative publicity. Logo

The Product Logo

Business Growth

By solving complex technical requirements and focusing their efforts on industries where their services are most needed, the Company has been able to achieve substantial growth in annual recurring revenue (“ARR”), total Seats Under Contract, and Active Seats.

This growth is expected to continue as the Company converts clients already in its sales pipeline and continues its commercialization of the partner channel. Past performance is not a guarantee of future results. Logo Logo Logo

Key Metrics (as of December 31st, 2025)

Total Customers: 226
Contracted ARR: $3.88M
Seats under Contract: 14,876
Active ARR: $2.91M
Active Seats: 11,856
MRR: $241k

Use of Proceeds

The actual use of the proceeds from this offering may vary from the estimates above and the Company’s management retains full discretion to utilize the proceeds as determined by its best judgment.

Uses

Curing of 2025 Secured Notes Default: $50,017.77
Repayment of Former Employee Notes: $639,552.34
Working Capital: $720,429.89
Offering Expenses: $90,000.00

*Balance as of February 25th, 2026, with $91.11 in penalty interest accruing daily.

** Management expects that the holders of Former Employee Notes will be willing to accept repayment installments in lieu of a lump sum payment.

Summary of Terms

SnippetSentry, Inc., (the “Company”) is issuing up to 663,799 shares of its Series A-4 Preferred Stock (the “A-4 Preferred” of “Securities”) at $1.6044 per share of A-4 Preferred, with no partial shares being issued.

Proceeds from the issuance and sale (the “Offering”) of the Securities will be used for (i) the pursuit of the Signal opportunity and associated development costs, and (ii) the payment of certain offering expenses.

The information below is summary and nature and each prospective investor shall review the Company’s (i) Purchase Agreement in form substantially similar to that enclosed herewith as EXHIBIT A (the “Purchase Agreement”), (ii) that certain Shareholders’ Agreement dated December 31st, 2024 EXHIBIT B (the “Shareholders’ Agreement”), (iii) the Articles of Incorporation of SnippetSentry, Inc. enclosed herewith as EXHIBIT C (the “Articles”), and (iv) the certain Articles of Amendment to Articles of Incorporation in form substantially similar to that attached hereto as EXHIBIT D (the “Amendment”, and together with the Purchase Agreement, the Shareholders’ Agreement, and the Articles,, the ”Governing Documents”). Terms capitalized but not defined herein shall have the meaning assigned to them in the Governing Documents. All references to $ or dollars in this Memorandum are references to United States currency unless otherwise noted. prior to purchasing the Securities, as the Governing Documents shall govern the rights and preferences associated with the Securities.

Terms of the Offering

Issuer: SnippetSentry, Inc., a North Carolina corporation (the “Company”).

Security: Series A-4 Preferred Stock (the “A-4 Preferred” or the “Securities”)

Offering Amount: Up to $1,500,000, with up to 934,928 shares of A-4 Preferred being issued at $1.6044 per share. The Company shall not issue fractional shares of A-4 Preferred.

Closing: On one or more dates satisfactory to the Company (each a “Closing”).

Accruing Dividends: Shares of A-4 Preferred, along with other Series A Shares, shall accrue a dividend at the rate of 6.0% per annum, which shall be cumulative but not compounding (the “Accruing Dividend”).

Liquidation Preference: In the event of a Liquidation or Deemed Liquidation Event, the proceeds shall be distributed to the Holders of the Company in the following order, with each category being satisfied before payments are made in the subsequent category: 

First, to the holders of Series A Shares, in an amount equal to the greater of (a) their Original Issue Price and any accrued but unpaid Accruing Dividends, or (b) that amount such Holder would receive had such Series A Shares been converted to Common Shares immediately prior to such liquidation;
Thereafter, to the holders of shares of Common Stock.

Optional Conversion: The Series A-4 Shares initially convert at a 1:1 ratio to Common Shares at any time at the option of the Series A-4 Holders, subject to adjustments for dividends, splits, combinations , and similar events and as described below under "Anti-Dilution Provisions.”

Anti-Dilution Provisions: Broad-based weighted average anti-dilution protection against additional equity being issued or options granted at a value lower than that implied at the closing of this Offering. Options or Warrants approved by the Board of Directors for issuance to management, consultants, and/or key employees shall not trigger anti-dilution adjustment.  This anti-dilution protection does not apply to anticipated subsequent rounds of financing needed to grow the Company that are sold at a higher valuation than that implied at the closing of this Offering. 

Board of Directors: The Company’s Board of Directors shall be comprised of three individuals, which shall be selected as follows: (1) the chief executive officer of the Company, which shall initially be Eddie Green (the “CEO Director”), (2) one individual selected by a majority of the Series A-2 Shares, which shall initially be Jamie Stiles (the “Series A-2 Director”), and (3) one individual selected by a majority of the Series A Shares, which shall initially be Bruce V. Roberts (the “Series A Director”).   

Information Rights: The Company will provide financial reporting, including quarterly, year-to-date, and annual income, balance sheet, and cash flow statements as compared to the current budget and compared to results for the comparable period for the prior year to Holders holding Series A Shares and the Administrative Agent.  An annual review will be performed within 120 days of year-end by a third-party auditor as designated by the Company. The coming year's annual budget will be provided to each Shareholder within 30 days of each fiscal year-end for as long as they continue to be a shareholder of the Company.  

Preemptive Rights: All Holders holding Series A Shares shall have preemptive rights to purchase additional Shares, up to the amount of their ownership percentage of the Company on an as-converted basis, in bona fide offerings for capital raising purposes  until such time as the Series A Shares convert to Common Shares, and/or a sale or merger of the Company occurs, subject to customary exclusions, including without limitation:

issuances of management/employee/director/consultant incentive equity,
equity issued at any time pursuant to any currently outstanding debt instruments, options or warrant agreements
equity securities issuable upon exercise of any options or other equity security equivalents,
equity securities issued in connection with bona fide third party financing transactions and
equity securities issued in connection with acquisitions and other strategic transactions.

Co-Sale/Tag-Along Rights: Should any Holder holding Series A Shares or Shareholder of any Series owning five percent (5%) or more of the Company's total equity make a private sale of its Shares (to someone other than another employee, officer or Director or then current Holder of the Company, or a transfer pursuant to estate planning), then the Holders holding Series A Shares would be entitled to participate, pro rata, in the sale (i.e., a Tag-Along Right). 

Drag-Along Rights: If Holders holding Series A Shares, or a common Shareholder, or a group of Shareholders owning more than sixty six and two thirds percent (66 2/3%) of the total Shares of all Series ("Selling Shareholders") decide to (i) sell their Shares to an unrelated third party, (ii) sell or license all or substantially all of the Company's assets to an unrelated third party or (iii) consummate a similar "sale of the company" transaction, and such transaction is unanimously approved by the Company's Board, then they shall have the right (i.e., a Drag-Along Right) to require the remaining holders of all classes to sell their Shares at the same price and on the same terms as offered by the third party for the Selling Holders' Shares; subject to standard exceptions and requirements. 

Transfer Restrictions: The Securities will be "restricted securities," as defined in Rule 144 under the Securities Act, and will not be transferrable unless subsequently registered under the Securities Act or an exemption from such registration is available. Subject to compliance with law, limited exceptions may be made for transfers (1) not involving a change in beneficial ownership or (2) by an entity without consideration to (x) a parent, subsidiary or other affiliate of the holder that is an entity or (y) any of its partners, holders or other equity owners, or to the estate of any of its partners, holders or other equity owners, or (3) transfers in compliance with Rule 144 under the Securities Act, as long as the Company is furnished with reasonably satisfactory evidence of compliance with such rule. The Company may refuse any transfer, including a permitted transfer, if the Company reasonably determines that, as a result of such transfer, the Company would become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. 

Registration Rights: Holders holding Series A Shares, together as one class, will be granted the following registration rights after the Company's IPO: (i) one demand registration for underwritten offerings, (ii) unlimited piggyback rights (including participation in the Company's IPO, subject to underwriter approval) and (iii) rights to register Shares in unlimited S-3 "shelf" offerings provided that the aggregate amount of the proceeds of any such S-3 offering is at least $50,000,000. All of the related expenses (except underwriters' discounts and commissions) incurred by the holders shall be paid by the Company.  The registration rights shall be subject to standard black out rights. 

Employee Incentive Plan: Approximately 19.75% of the Company’s post-money, fully diluted capitalization shall be reserved for an employee incentive plan (the “Plan”) with a portion thereof currently allocated and an additional 1,774,290 unallocated Shares issued in advance of this round. 

Directors of the Company, including Bruce V. Roberts, a registered representative of Carolina Financial Securities, LLC and Carofin, LLC, the placement agents for this Offering, may receive a portion of the unallocated Plan Shares. 

Representations and Warranties: Standard representations and warranties as to due organization, existence in good standing and power to conduct its business will be provided by the Company in the purchase agreement.  Standard representations and warranties typical of a private offering of equity Shares will be provided by each Investor, including as to status as an "accredited investor", receipt of Private Placement Memorandum, Company's Governing Documents, and other offering documents and other materials as requested, and acknowledgement that the Offering is being made under exemption from registration requirements (Details to be found in the purchase agreement).  In order to comply with the requirements of Rule 506(c), Each Investor shall be obligated to provide the Company with either: (i) third party confirmation of such Investor's status as an "accredited investor", or (ii) such information as reasonably requested by the Company to confirm such Investor's status as an "accredited investor.  

Other Terms

Placement Agent: Carolina Financial Securities, LLC (“CFS”), a FINRA-registered broker dealer, is the exclusive Placement Agent for the Offering and will receive a 5.00% placement fee for acting as Placement Agent. CFS may share up to 50% of its fees with Carofin, LLC, an affiliated Broker-Dealer, for its assistance in the placement of the Offering.

Governing Law: North Carolina

Conflicts of Interest: Given the relationship of certain participants in the Offering, certain conflicts of interest may be present: 

Proprietary Products: CFS and Carofin will often present investments that are only available through them, which may result in a higher placement fee. The Firms will receive the placement fee regardless of your investment performing as expected. 

Warrant Position: Carolina financial Securities and Carofin will be issued a warrant to purchase certain ownership interests in the Company upon closing of the Offering, in addition to certain already outstanding warrants. The financial interests associated with the conversion of such warrants may result in a conflict of interest regarding the timing of exit opportunities, as the exercise of such warrants is often predicated upon the realization of a business combination or other exit transaction. 

Administrative Agent Role: CFG FS acts as administrative agent for multiple classes of securities of the Company, including the Senior Indebtedness. These roles may present a conflict of interest when the interests of the Senior Indebtedness holders are adverse to those of the A-4 Preferred investors. 

Equity Compensation for Directors and Advisors: Bruce V. Roberts, a Director of the Company and registered representative of Carolina Financial Securities, LLC and Carofin, LLC is expected to receive a portion of the unallocated Plan Shares for his services to the Company, with the amount of Plan Shares available for allocation to Mr. Roberts expected increasing based on the amount of Series A-4 Shares sold in the Offering. Additionally, N. Craig Gilmore, the Finance and Operations Principal of Carolina Financial Securities, LLC and Carofin, LLC, is expected to receive a portion of the Plan Shares for certain advisory services already provided and likely to be continued to be provided to the Company. 

Selected Financial Information

Historical Income Statement Logo

Historical Balance Sheet Logo

Forecasted Projections

The following financial projections along with the performance estimates reflect the Company’s best estimated forecasts and are not guaranteed to be accurate. These figures are forward-looking statements and reflect the Company’s views about various future events or expectations. These figures take into account known and unknown risks, uncertainties and other factors and assumptions which may cause the Company’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by this forward-looking financial projection. Please see the note regarding forward-looking statements and the “Risk Factors” heading for more information about the risks related to these projections. Logo

The forecasted financials above are based on the following assumptions: Logo

Capitalization & Valuation

Current Logo

Pro-Forma Logo

Pre-Money Valuation: The pre-money valuation for this Offering will be $29,804638.78 based on 18,520,718 pre-money fully diluted, as-converted shares and 56,095 shares being added to the pre-money basis as part of compensatory warrants to CFS.

The post-money valuation assuming the full funding of the offering will be $31,304,637.27.

CFS Warrants: A warrant for up to 56,095 shares of Common Stock (the “Warrant Shares”) will be issued to Carolina Financial Securities, LLC for its placement agent services. Such Warrant Shares were included in the Pre-Money Valuation of the Company to avoid immediate dilution to new purchasers of Series A-4 Preferred Stock.

Important Disclosures

Outstanding Indebtedness

2025 Secured Promissory Notes

The Company is currently indebted in the principal amount of $655,956.38 (as of January 31st, 2026) pursuant to that certain Loan and Security Agreement dated April 9th, 2025 and evidenced by that certain Secured Promissory Note of even date therewith (the “2025 Secured Loan”). The 2025 Secured Loan is secured by all assets of the Company and requires monthly payments of principal and interest until its maturity on April 1st, 2027.

The 2025 Secured Loan is currently in default for a failure by the Company to make the payment due to lenders on February 1st, 2026. The amount due as of February 25th, 2026, including penalties, is $50,017.77, with $91.11 in penalty interest accruing daily. Proceeds from this Offering will be utilized to cure this default.

Zimmerhansl Notes

Sabine Zimmerhansl, a former employee and current shareholder of the Company, was issued two promissory notes by the company in the original principal amounts of $146,666.61 (the “First Note”) and $95,000.00 (the “Second Note”). These notes are the subject of the Zimmerhansl Litigation described above.

The First Note was for the principal amount $146,666.61, bears interest at the rate of 4% per annum and matured on October 1st, 2024. A payment of interest in the amount of was made on January 3rd, 2025.

The Second Note was for the principal amount of $95,000.00, bears interest at the rate of 4% per annum and matured on October 1st, 2024. The Company previously made a principal payment of $40,000.00 towards principal, provided computer equipment to Ms. Zimmerhansl valued at $4,226.65, and made an interest payment of $2,030.93, with the remaining principal amount under the Second Note equal to $50,773.35.

The Zimmerhansl Notes are the subject of the Zimmerhansl Litigation further described herein.

Management retains discretion to utilize certain proceeds from the Offering for the repayment of the Zimmerhansl Notes, although any such repayment is expected to be achieved through a payment plan in lieu of immediate repayment.

S. Malhotra Note

On October 25, 2022 the Company issued a promissory note to S. Malhotra, a former employee and current shareholder of the Company for the principal amount of $115,759.45 (the “S. Malhotra Note”). The S. Malhotra Note bears interest at the rate of 4% per annum and matured on October 1st, 2024.

Management retains discretion to utilize certain proceeds from the Offering for the repayment of the S. Malhotra Note, although any such repayment is expected to be achieved through a payment plan in lieu of immediate repayment.

K. Malhotra Note

On February 2nd, 2022, Textsmarter, Inc., the predecessor of the Company from which the Company purchased assets in August of 2022, issued a promissory note to K. Malhotra in the original principal amount of $200,000 (the “K. Malhotra Note”). The K. Malhotra Note originally accrued interest at the rate of 8% per annum, but given its current default the K. Malhotra Note is currently accruing interest at the rate of 15% per annum.

Management retains discretion to utilize certain proceeds from the Offering for the repayment of the K. Malhotra Note, although any such repayment is expected to be achieved through a payment plan in lieu of immediate repayment.

Cumberland Note

In September of 2022 the Company issued a promissory note to Mr. Cumberland, a former employee and current shareholder of the Company, in the principal sum of $82,126.28 (the “Cumberland Note”). The Cumberland Note bears interest at the rate of 4% per annum and matured on October 1st, 2024.

Management retains discretion to utilize certain proceeds from the Offering for the repayment of the Cumberland Note, although any such repayment is expected to be achieved through a payment plan in lieu of immediate repayment.

Pending Litigation

Otus Litigation

On October 28, 2022, Txtsmarter, LLC filed a complaint against Nuri Otus, the former chief executive officer of Textsmarter, Inc., the predecessor of the Company, in the Superior Court of California for the County of Sonoma (the “Otus Litigation”) involving allegations against Mr. Otus revolving around his alleged failure to provide the Company with certain assets of the predecessor company pursuant to the asset purchase transaction between the Company and Textsmarter, Inc.
On October 13, 2023, Mr. Otus filed a cross-compliant against the Company and Mr. Edward Green, the Company’s current chief executive officer, alleging that Mr. Otus is entitled to compensation for unpaid wages and expenses advanced on behalf of the predecessor company, Textsmarter, Inc. The litigation remains outstanding in the Superior Court of California for San Mateo County and the Company is vehemently pursuing its defense from the allegations in the cross complaint while seeking the relief it alleges to be entitled to for the allegations in the complaint against Mr. Otus.

A case management and trial setting conference is currently scheduled for March 18th, 2026.

Zimmerhansl Litigation

On March 5th, 2025 Sabine Zimmerhansl, a former employee and current shareholder of the Company filed a legal complaint against the Company in the Superior Court of California for the County of Santa Clara (the “Zimmerhansl Litigation”) alleging that the Company has failed to pay two promissory notes for the original principal amount of $146,666.61 and $95,000.00. While the Company has made certain payments of interest and principal on these notes, Ms. Zimmerhansl seeks the payment of $146,666.61 plus all accrued interest (at the rate of 4% per annum) on the first note and $50,773.35 of remaining principal and all accrued interest (also at the rate of 4% per annum) on the second note. The promissory notes that are the subject of this litigation are included in the Former Employee Notes previously described herein and it is expected that proceeds from this Offering will be utilized to repay all or a portion of the notes in dispute, although such repayment may be achieved through an agreed upon payment plan in lieu of immediate repayment.

The Company and Ms. Zimmerhansl have entered into a settlement agreement requiring the following payments for a total of $241,005.00: (a) a $41,005 payment made upon signing; (b) $5,000 monthly payments made between November 1st, 2025 and February 1st, 2026; (c) $10,000 monthly payments to be made monthly between March 1st, 2026 and January 1st, 2027, and (d) a final payment of $70,000 on February 1st, 2027. As part of the settlement agreement, the Company and Ms. Zimmerhansl have executed a stipulated judgment to be held in trust by Ms. Zimmerhansl’s counsel and filed in the event of an uncured default.

Management

Edward Green – Founder & Chief Executive Officer

Logo An experienced technology CEO and Founding Partner of Exigent Ventures, Edward Green is the CEO of SnippetSentry, Inc. As former CEO of Ring Access and Basys Automation Systems, Mr. Green is also a seasoned investor with 26 years of direct venture capital experience, with many investments in high-growth technology and business services. Mr. Green is an active investor in numerous technology companies, including RevJet, First National Capital, Unison, and Ativo. He is currently a Board Member of RevJet and was the lead investor. He has led Snippet through a period of significant transformation and has built strong momentum for the Company.

Jeremiah Smith – Chief Revenue Officer Logo With nearly 20 years of experience accelerating growth, including building from $0 to beyond $1M ARR 6X, Jeremiah stands as a trailblazing executive, adept at bringing visionary strategies to life. His most notable recent achievements include executing a go-to-market strategy that drove $1.26 million in ARR within 124 days of product launch. As CRO, Mr. Smith led a tech firm from back-to-back years of near-zero growth to surpassing a Board revenue target of $20 million 52 days ahead of schedule while tripling revenue over a three-year span. He holds degrees in Electrical Engineering & Computer Science, and Management, with additional training in Applied Behavioral Science. Mr. Smith's commitment to the tech community and mentorship is reflected in his work with startups and as a strategic advisor.

Ujwal Setlur – Chief Technology Officer Logo With over 25 years of experience in technology and leadership roles, including CEO, GM, CTO, VP of Engineering, and Product Management positions, Ujwal has successfully guided technology companies at various stages. His track record includes taking concepts from seed to Series A funding and effectively managing teams of all sizes, ranging from small (<10) to large globally distributed teams (>400), to deliver complex multi-technology solutions.

Lawrence Young – Chief Operating Officer Logo Lawrence Young is an expert in high-tech, energy efficiency, and medical devices, specializing in operational start-ups, turnarounds, and growth strategies. He served as Executive Director of the Carolina Cyber Network, influencing the National Cyber Workforce and Education Strategy. As VP at Premier Holding, he led initiatives in energy, medical devices, software, and smart building technology. His work included managing Nexalin, a medical device, and overseeing Energy Efficiency Experts' R&D and sales. Previously, he was CEO of Active ES, a global energy management company acquired by Premier in 2012. With experience in M&A, strategic growth, and international operations, Lawrence formed Talent Investors to acquire and grow businesses. He’s also held leadership roles in aerospace, defense, and software training industries, driving significant company expansions globally.

Plan of Distribution

Placement Agent

Carolina Financial Securities, LLC (“CFS”), a FINRA-registered broker dealer, is the exclusive Placement Agent for the Offering and will receive a 6.00% placement fee for acting as Placement Agent. CFS may share up to 50% of its fees with Carofin, LLC, an affiliated Broker-Dealer, for its assistance in the placement of the Offering. Additionally, CFS and Carofin will receive a warrant to purchase up to 39,827 common shares of the Company.

Administrative Agent

CFG Financial Services, LLC (“CFG FS”), an affiliate of CFS and Carofin, shall be appointed as Administrative Agent by the Company and the Investors regarding the Securities.

Conflicts of Interest

Due to the relationship between certain registered representatives of Carofin and the Company, certain conflicts of interest may be present in the Offering and during the life of the Note:

Board Position: Bruce V. Roberts, the President of Carolina Financial Securities, LLC is the Series A Director of the Company and may have a conflict of interest in selecting CFS and its affiliated entities as the Placement Agent for the Offering. Mr. Roberts is not expected to receive direct sales compensation for CFS’ participation in the Offering.

*Warrant Position:*CFS and some of its associated persons are holders of warrants and other equity instruments in the company and may have a different investment objective or timeline than Investors under the Securities.

Risk Factors

An investment in the Securities involves certain risks. You should carefully consider all of the following risk factors, in addition to all of the information contained in this Memorandum prior to investing in the Securities. The risk factors described below are not the only ones facing the Company. Additional risk factors not presently known to the Company or that the Company currently deem immaterial may also impair their business operations. The Company’s business, financial condition, results of operations or prospects could be materially and adversely affected by any of these risks. If any of the following risks occur, the Company’s business, financial condition or results of operations could be seriously harmed. In such case, an investor could lose all or part of its investment. The investment in the securities offered hereby is highly speculative, involves a high degree of risk, and should not be made by persons who cannot afford to lose their entire investment.

Risks Related to the Company’s Business

Substantial Liabilities

The Company has substantial liabilities that currently are past due, which raises substantial doubt regarding the Company’s ability to continue as a going concern. While not currently expected, the Company may use a portion of the proceeds of this Offering to pay some of these liabilities, although such repayment may be achieved through a payment plan in lieu of immediate payment. There can be no assurance that creditors will agree to payment plans on acceptable terms, or at all. If the Company is unable to successfully negotiate concessions from its creditors, after the Offering the Company may be unable to pay its debts as they come due.

Changes in General Business and Economic Conditions

The Company's future performance will be affected by a range of economic, competitive, governmental, operating and other business factors, many of which cannot be controlled, such as general economic and financial conditions in the industry or the economy at large. Many industries, including the communication archiving and regulatory technology industry, are impacted by global market conditions. Some of the key impacts of previous financial market turmoil include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign exchange markets and a lack of market liquidity. A slowdown in the financial markets or other economic conditions, including, but not limited to, consumer spending, increased unemployment rates, deteriorating business conditions, inflation, deflation, volatile fuel and energy costs, increased consumer debt levels, lack of available credit, changes in interest rates and changes in tax rates may adversely affect the Company's growth and profitability potential.

Discretion in the Use of Available Funds

The Company currently intends to use the proceeds from the Securities as described in "Use of Proceeds" However, the board of directors and management of the Company will have discretion in the actual application of the available funds and may elect to allocate them differently from that described in this Memorandum, if they believe it would be in the Company's best interests to do so. Shareholders may not agree with the manner in which the board of directors and/or management of the Company chooses to allocate and spend the available funds. Any failure by the board of directors and/or management of the Company to apply these funds effectively could have a material adverse effect on the Company.

Limited Operating History

The Company does not have any history of material earnings or profitability. The likelihood of success of the Company must be considered in light of the problems, expenses, difficulties, complication and delays frequently encountered in connection with the establishment of any business, particularly those in the technology sector. The Company will have limited financial resources and there can be no assurance that additional funding will be available to fund further operations or to fulfill its obligations under applicable agreements. Further, there can be no assurance that the Company will be able to generate revenues, operate profitably, or provide a return on investment, or that it will successfully implement its plans.

Inability to Secure Acceptable Funding

Further development of the Company’s technology and acquisition of customers are likely to require additional capital, and the amount of capital required may be significant. There can be no assurance that the Company will be successful in obtaining the required financing for such purpose or for any other purposes, including for general working capital. The Company's ability to secure any required financing to sustain operations will depend in part upon prevailing capital market conditions and business success. There can be no assurance that the Company will be successful in its efforts to secure any additional financing on terms satisfactory to the management of the Company. If additional financing is raised through the issuance of additional equity securities or other securities of the Company, control of the Company may change. If adequate funds are not available, or are not available on acceptable terms, the Company may be required to scale back its current business plan or cease operating. Additionally, failure to obtain additional financing could impede the Company's funding obligations, or result in delay or postponement of further business activities, which may result in a material adverse effect on the Company.

Debt Financing

From time to time, the Company may rely on debt financing for a portion of its business activities, including capital and operating expenditures. There can be no assurance that the Company will be able to comply at all times with any covenants imposed under its debt arrangements, if applicable. Similarly, there can be no assurance that the Company will be able to secure new financing that may be necessary to finance its operations and capital growth program. Any failure of the Company to secure financing or refinancing or comply with applicable covenants under its debt arrangements could have a material adverse effect on the Company. Further, any inability of the Company to obtain new financing may limit its ability to support or sustain its future growth.

Destabilization of Global Financial Conditions

Global financial conditions could suddenly and rapidly destabilize in response to future events. Future crises may be precipitated by any number of causes, including natural disasters, geopolitical instability, changes to energy prices, sovereign defaults, or imposition of tariffs. Any sudden or rapid destabilization of global economic conditions could negatively impact the Company's ability to obtain equity or debt financing or make other suitable arrangements to finance their operations and growth strategies. In the event of increased levels of volatility or a rapid destabilization of global economic conditions, the Company's profitability, results of operations and financial condition could be adversely affected.

Changes in Laws

Changes to any of the laws, rules, regulations or policies to which the Company is subject may have a significant impact on the Company's business. There can be no assurance that the Company will be able to comply with any future laws, rules, regulations and policies. Any failure by the Company to comply with applicable laws, rules, regulations and policies may subject it to civil or regulatory proceedings, which may have a material adverse effect on the Company. In addition, compliance with any future laws, rules, regulations and policies could negatively impact the Company's profitability and have a material adverse effect on the Company.

Inability to Attract and Retain Qualified Management Personnel

The Company will be dependent upon the continued availability and commitment of its key management personnel, whose contributions to the operations of the Company will be of significant importance. The loss of any such key management personnel could negatively affect the business operations of the Company. From time to time, the Company may also need to identify and retain additional skilled management and specialized technical personnel to efficiently operate its business. In addition, the Company is expected to from time to time retain third party specialized technical personnel to assess and execute on potential business and operational opportunities. These individuals may have conflicts of interest or scheduling conflicts, which may delay or inhibit the Company's ability to employ such individuals' expertise in a timely manner. The Company's ability to recruit and retain qualified personnel will be critical to the Company's success and there can be no assurance that the Company will be able to recruit and retain such personnel. In the event that the Company is not successful in recruiting and/or retaining qualified personnel, the Company's ability to execute its business model and growth strategy could be affected, which could have a material adverse effect on the Company.

The Company’s failure to expand its management systems and controls to support anticipated growth and to hire qualified personnel could seriously harm its business.

The Company’s inability to manage its growth effectively could affect its ability to pursue business opportunities and expand its business. As the Company increases the commercialization of its products and its operations grow, it will need to hire a significant number of additional employees. This growth may place strain on its management and operations.* The Company’s ability to manage growth will depend on the ability of its officers and key employees to implement and improve the Company’s operational, management information, sales and marketing and financial control systems and to expand, train and manage its work force. The Company believes that competition for qualified technical, sales, marketing and managerial personnel will be intense. The Company’s ability to implement its business plan could be adversely affected if it is unable to hire and retain qualified personnel as needed.

The Company relies significantly on the use of information technology. Any technology failures causing a material disruption to operational technology or cyber-attacks on its systems affecting its ability to protect the integrity and security of customer and employee information could harm its reputation and/or could disrupt its operations and negatively impact the Company’s business.

The Company increasingly relies on information technology systems to process, transmit and store electronic information. The future success and growth of its business depends on streamlined processes made available through information systems, global communications, internet activity and other network processes.

The Company’s information technology systems, and those of its third-party service providers, may be vulnerable to information security breaches, acts of vandalism, computer viruses and interruption or loss of valuable business data. Stored data might be improperly accessed due to a variety of events beyond the Company’s control, including, but not limited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers and other security issues. The Company has technology security initiatives and disaster recovery plans in place to mitigate its risk to these vulnerabilities, but these measures may not be adequate or implemented properly to ensure that its operations are not disrupted or that data security breaches do not occur.

Hackers and data thieves are increasingly sophisticated and operate large-scale and complex automated attacks. Any breach of the Company’s network may result in damage to its reputation, the loss of valuable business data, misappropriation of its consumers' or employees' personal information, product fulfillment delays, key personnel being unable to perform duties or communicate throughout the organization, loss of sales, significant costs for data restoration and other adverse impacts on its business. Despite the Company’s existing security procedures and controls, if its network was compromised, it could give rise to unwanted media attention, materially damage its customer relationships, harm its business, reputation, results of operations, cash flows and financial condition, result in fines or lawsuits, and may increase the costs it incurs to protect against such information security breaches, such as increased investment in technology, the costs of compliance with consumer protection laws and costs resulting from consumer fraud.

The Company’s product offerings may be unable to keep pace with other developments in the industry.

The Company’s success depends on continued innovation that make their products useful for existing and prospective customers, but there is no guarantee that the Company’s investments in its technologies and the development thereof will provide it with the benefits it expects. The Company’s technologies must integrate with a variety of network, hardware, mobile, and software platforms and technologies, and the Company may need to often modify and enhance its services to adapt to changes and innovation in these technologies. Any failure of the Company to operate effectively with future infrastructure platforms and technologies could reduce the demand for its services.

The Company’s products will compete for customers against well-known service providers in the market. If the Company cannot attract customers to buy its products, its business would suffer and you could lose your investment.

The Company will have to compete on the basis of price and performance with product offerings from service providers that are already well-established in the marketplace. The domestic market for the Company’s products is intensely competitive and is also characterized by frequent introductions of new or enhanced products, price competition, continued emergence of new industry standards and regulatory developments. Some of the Company’s potential competitors have longer operating histories, substantially greater financial, technical, sales, marketing and other resources, established name recognition and an existing customer base. Competitors with an established customer base will have a significant competitive advantage over the Company by virtue of their existing sales channels and ability to create repeat business.

If the Company fails to secure or protect its intellectual property rights, competitors may be able to use its technologies, which could weaken the Company’s competitive position, reduce its revenue or increase its costs.

The Company relies on a combination of patent, copyright, trademark and trade secret laws, and confidentiality procedures to establish and protect its proprietary rights. Policing unauthorized use of its technologies will be difficult, and the Company cannot be certain that the steps it has taken will prevent the misappropriation or unauthorized use of its technologies, particularly in foreign countries where the laws may not protect its proprietary rights as fully as United States law. The Company’s competitors may independently develop or may have already developed similar technology, duplicate the Company’s products or design around its other intellectual property rights. The Company will also rely on trade secrets and new technologies developed by its employees and consultants to maintain its competitive position. Although the Company has confidentiality and intellectual property protections inherent in employee relationships, it cannot be certain that these protections will be effective in preventing them and others from misappropriating its trade secrets.

The Company may be exposed to liability for infringing the intellectual property rights of other companies the cost of which could decrease the value of your investment.

The Company’s success will, in part, depend on its ability to operate without infringing on the proprietary rights of others. It may not be able to do this successfully. Although the Company has conducted searches and are not aware of any patents and trademarks which its products or their use might infringe, it cannot be certain that infringement has not or will not occur. The Company would incur substantial costs in defending infringement lawsuits or in asserting rights in a lawsuit against another party.

The Company may be unable to scale its sales processes with increased adoption of its product offerings.

The Company’s ability to increase its revenue and grow its business is partially dependent on the widespread acceptance of their products and solutions by large businesses and other commercial organizations. The Company may need to spend significant time and resources to better educate and familiarize these potential customers with the value proposition of its products and solutions. The length of the Company’s sales cycle for these customers from initial evaluation to payment for the Company’s offerings will vary substantially from customer to customer and from offering to offering. Customers will often require considerable time to evaluate, test, and qualify the Company’s offerings prior to adopting the Company’s offerings. The timing of the Company’s sales with its enterprise customers and related revenue recognition will be difficult to predict because of the length and unpredictability of the sales cycle for these customers. During the sales cycle, the Company will expend significant time and money on sales and marketing and contract negotiation activities, which may not result in a sale. Additional factors that may influence the length and variability of the Company’s sales cycle include: the effectiveness of its sale force; the discretionary nature of purchasing and budget cycles and decisions; the obstacles placed by customers’ procurement process; economic conditions and other factors impacting customer budgets; the customer’s integration complexity; the customer’s familiarity with communications surveillance and compliance processes, and evolving customer demands.

Risks Related to this Offering

This Offering has not been reviewed by any federal, state, or other regulatory authority.

The Securities offered through this Offering will not be registered or qualified under federal and state securities laws or the securities laws of any foreign jurisdiction. The Company anticipates that no regulatory authority or other disinterred entity will review or pass upon the fairness of the disclosure of risks and tax consequences inherent in the investment in the Securities or the other terms of this Offering. Prospective investors should be aware that they do not have all of the protection afforded by applicable federal and state securities laws to investors in registered or qualified offerings. Accordingly, all investors must evaluate for themselves, or with the assistance of their advisors, attorneys, and accountants, the adequacy of the disclosures and the fairness of the other terms of this Offering without the benefit of prior review by any regulatory authority or other disinterested entity.

Securities Laws will restrict the investors’ ability to transfer the Securities or liquidate their investment.

An investment in the Company is a long-term, speculative commitment. No public market for the Securities exists and no assurance can be made that any such public market will develop in the future. Consequently, investors may not be able to resell any of the Securities sold in this Offering. Each purchaser of the Securities will be required to represent that it is an accredited investor and that it is purchasing the Securities for its own account for investment purposes and not with a view to resale or distribution. The Securities have not been nor will be registered under the Securities Act or under any state securities laws, and the Company is under no obligation to register any of the Securities. No transfer of the Securities may be made unless an exemption to such registration applies to any such transfer. Accordingly, investors must be ready to hold the Securities for an indefinite period of time and must be able to bear the risk of total loss of their entire investment.

The Governing Documents may allow a majority of the shareholders to effect changes to the Governing Documents without the consent of every single investor.

The Governing Documents contain certain aspects which may affect the shareholders as a whole upon the consent of a certain number of the shareholders and without the affirmative consent of every single shareholder, which may include affiliates and employees of the Company as well as other parties with conflict of interest. As such, purchasers of the Securities shall carefully weigh how such governance mechanics may adversely affect them as it pertains to their position as a shareholder in the Company.

The Company and the Securities are subject to other unforeseen risks.

The foregoing risks, as well as other risks described in this Memorandum are not an all-inclusive listing of the business and other risks facing the Company. As with any business entity, the Company cannot predict with certainty all the possible challenges which may confront the Company’s business in future years. It is possible that events or conditions not foreseeable at present and which may not be subject to control by the Company may occur in the future and have an adverse impact on the ability of the Company to carry out its business objectives in a profitable manner.

FOR ALL OF THE AFORESAID REASONS, AND OTHERS SET FORTH HEREIN, THE SECURITIES OFFERED HEREUNDER INVOLVE A HIGH DEGREE OF RISK. ANY PERSON CONSIDERING AN INVESTMENT IN THE SECURITIES OFFERED HEREBY SHOULD BE AWARE OF THE SUBSTANTIAL RISKS SET FORTH IN THIS MEMORANDUM. THESE SECURITIES SHOULD ONLY BE PURCHASED BY PERSONS WHO CAN AFFORD TO ABSORB A TOTAL LOSS OF THEIR INVESTMENT IN THE COMPANY.

Sources

Reuters. (2021, December 17). JPMorgan Securities to pay $125 million to settle SEC charges over record-keeping lapses. Reuters. https://www.reuters.com/business/jpmorgan-securities-pay-125-mln-settle-sec-charges-record-keeping-lapses-2021-12-17/

Reuters. (2022, September 27). U.S. fines 16 major Wall Street firms $1.8 billion over record-keeping failures. Reuters. https://www.reuters.com/business/finance/us-fines-16-major-wall-street-firms-11-billion-over-recordkeeping-failures-2022-09-27/

Investment Executive. (2022, August 8). BMO, Wall Street firms sanctioned for app violations. Investment Executive. https://www.investmentexecutive.com/news/from-the-regulators/bmo-wall-street-firms-sanctioned-for-app-violations/

Reuters. (2024, September 24). U.S. fines a dozen Wall St firms more than $100 mln over record-keeping violations. Reuters. [https://www.reuters.com/markets/us/sec-fines-11-companies-more-than-88-mln-over-record-keeping-violations-2024-09-24/)