EFTA02387794.pdf

From: george church < Sent: Saturday, September 6, 2014 1:11 PM To: jeffrey E.; Richard Kahn Subject: Re: $200K The Androcyte business plan is =o patent products based on genomic (and epi-genomic) variants which are uni=ue to one or more supercentenarians (SC). Each such DNA variant can b= used to design and manufacture variant-specific RNAi molecules, proteins, =nd CRISPR guide-RNAs. The CRISPR is used for changing DNA in human ce=ls (stem cells, neurons, etc) to match the SC variant or reversible a=tivation or inhibition of the SC-impacted gene. Since we (Androcyte) =ave (by far) the most SC resources (including genomic variants already unde=going computational analyses) and have co-invented the CRISPR technol=gy, we are in unique position to develop these therapies swiftly. The=e products will be tested in animals and in partnerships with pharmaceutica= and skin care companies. Pharmaceuticals are becoming more costly du= to increasingly smaller (personalized) markets (e.g. Glybera at $1.6M per =reatment) -- Hence the prospect of Androcyte therapies that apply to every =erson (with access to reasonable health care) is a opportunity for cost red=ction and better margins due to huge markets. We will submit the firs= patent by Dec 2014 and begin CRISPR experiments and partnering discussions=immediately thereafter. Examples of potentia= partners for Androcyte: fiercebiotech.com/story/breaking-a=bvie-partners-googles-calico-lb-rd-operation-focused-aging/2014-09-03 =div> --George "Jeffrey E." <[email protected] <mailto:[email protected]» Date: Thu=sday, September 4, 2014 at 1:54 PM To: </=pan> george church < <mailto > =gt;, Richard Kahn Subject: Re: F=: $200K is there and was there a biz=plan? how does the co intend to make money? when/ ?=nbsp; the use of funds , appears more like a research grant than a fo= profit investment. On Thu, Sep 4, 2014 at 12:20 PM, george church &=t <mailto »<=span> wrote: Hopefully=this email will answer your questions about "dilution" vis-à-vis Androcyte= --George From: James Clement < >> Date: Thursday, September 4, 2014 at 10:17 AM To: george church < <mailto:[email protected]» Subject: Re: $200K EFTA_R1_01409718 EFTA02387794  Hi George, Here's some background on the company, for yo= and your advisers. When we started in January of 2010, we raised $100,000 =rom three investors for Acron Cell LLC. As you may recall, I dissolved the =riginal company, Acron Cell LLC, and sold the assets to a new Florida compa=y called Androcyte LLC, in 2011. Parijata "Jata" Mackey and I took over tha= company's management, although Jata is no longer involved. We had 3 origin=l investors in Acron Cell which were allowed to move their ownership percen=ages to Androcyte. One of those investors, Life Extension Foundation, has p=t $215,000 in total into the Company, and Zasis LLC (owned/managed by Gary Hirst) has put about=$340,000 into Androcyte, since the beginning. For about one year, Jata and = each had a salary of about $60,000 each, but that ended in October of 2012=and there have been no salaries since then, only living expenses (modest ho=sing, food, utilities, and travel) The bulk of the funding was used in 2011=- 2012 to pay for travel to Europe to collect blood samples and to negotiat= a grant and loan from the Spanish government to move the business to their=Andalusian biotechnology center at Isla de la Ca=tuja <http://www.archdaily.com/428600/andalusian-institute-of-biotechnol=gy-sol89/> , outside Seville. Setting up the Spanish subsidiary and applying f=r the grants/loans took about three months, and cost us about $30,000. Alth=ugh we were told we'd get both, the collapse of the Spanish economy fouled =his from happening. We then sequenced the first three genomes for $20,000 a=iece, and in 2012 sequenced another 12 genomes for $8,000 apiece (both sets=were contracted through Knome). I spent the Summer of 2013 in Arlington, MA=working on analyzing this genomic data on both Knome's and Ingenuity's Vari=nt Analysis platforms. I'll pull together ou= existing shareholder list, if you'd like it. You were given 2% of the comp=ny's initial stock and the other four advisers were given 1percent each.1=ta now is a 2% "adviser" rather than an employee/manager. Everyone, i=cluding these investors and myself, all have dilutable ownership units</=> of Androcyte Lit. All investments have been made on a Pre-money Valuation<=a> basis and represent whatever valuation we've agreed to with the investor= Previously (2012 and 2013) our valuation has been $2,500,000. That's also =he amount I quoted the potential investor with whom I've been negotiating r=cently. Because there's much more to be gained by having you as an investor= I promised you a valuation of $2,000,000. If we receive your investment, t=en I'll tell the other guy that we're no longer seeking funds, but I'll kee= in touch with him regarding future investment opportunities. Hopefully wit= the new analysis and adding to our samples and genomic data, our valuation=will increase significantly. As previously offered, I'm happy to have you h=lp make such decisions in the future. chttp://en.=ikipedia.org/wiki/Pre- money_valuation> Please let m= know if you have any questions. I attaching copies of our 2011 and 2012 ta= returns, but the 2013 tax return hasn't been completed yet. One of the use= of new funds is to pay about $4,000 to have them done. Best regards, James James Clement, J.D., LL.M. Supercentenarian R=search Study U.S. Cell: -<tel>♦ 2 EFTA_R1_01409719 EFTA02387795