NATURE OF UNREGISTERED STOCK
CLASS B STOCK – NO VOTING RIGHTS
SHARES OFFERED WITH ART PURCHASE EMANATE
FROM A POOL OF 4.5 BILLION SHARES OF WHICH 80 PERCENT
ARE OWNED OR CONTROLLED BY THE ÜLRIC FAMILY TRUST.
IT IS ANTICIPATED THAT AN INITIAL PUBLIC OFFERING (IPO) WILL TAKE PLACE AT A FUTURE DATE
THE SHARES OFFERED HEREBY ARE HIGHLY SPECULATIVE, ILLIQUID AND INVOLVE A HIGH DEGREE OF RISK. SEE “RISK FACTORS” BEGINNING BELOW.
YOU MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE SHARES FOR AN INDEFINITE PERIOD OF TIME AND BE ABLE TO WITHSTAND A TOTAL LOSS OF YOUR INVESTMENT.
AS THE SHARES ARE NOT LINKED TO AN ART PURCHASE ONCE THE SALE OF ART IS MADE, THIS STOCK STANDS ON ITS OWN.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH OR APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR THE REGULATORY AUTHORITY OF ANY STATE PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The information contained in this Memorandum includes forward-looking statements within the meaning of the Federal securities laws, which involve risks and uncertainties. Forward-looking statements may be identified by the use of forward-looking terminology such as “may,” “will”, “expect,” “believe,” “goal,” “estimate,” “projection,” “continue,” or the negative thereof, other variations thereon or other comparable terminology. Actual results or events may materially differ from those indicated or projected in such forward-looking statements due to a number of factors. In evaluating such statements, prospective investors are cautioned not to place undue reliance on such forward-looking statements and are specifically directed to review the various factors identified and described under “Risk Factors” and elsewhere in this Memorandum.
In making an investment decision, investors must rely upon their own examination of the Company and the terms of this Offering, including the merits and risks involved. Investors are urged to seek independent advice from their legal or financial advisors relating to the suitability of an investment in the Company in light of their overall financial position, investment objectives and risk tolerance.
The Shares are subject to restrictions on transferability and resale and may not be transferred or sold.
The Company can withdraw, cancel or modify the Offering at any time in its sole discretion and is specifically made subject to the terms described in the Memorandum.
All references in this Memorandum to “the Company,” “we,” “us,” and “our” refer to Globien Inc.