Term Sheet
Investment in Blackrock Neurotech, Inc.
Investment in Blackrock Neurotech, Inc.
This term sheet sets forth a summary of the basic terms and conditions pursuant to which, subject to certain conditions set forth herein, investors will contribute capital (the “Invested Capital”) to a newly formed Delaware limited liability company, TLT Longevity Ventures I, LLC (“Longevity Ventures I”), a wholly-owned subsidiary of TLT Capital LLC, a Delaware limited liability company (“TLT”), and Longevity Ventures I will in turn invest the Invested Capital in Blackrock Neurotech (“Blackrock Neurotech”)
Longevity Ventures I: |
A newly formed Delaware limited liability company TLT Longevity Ventures I, LLC a wholly-owned subsidiary of TLT CAPITAL LLC, a Delaware limited liability company. Longevity Ventures I’s sole purpose shall be (a) to raise the Invested Capital, (b) to make an investment in Blackrock Neurotech pursuant to the Blackrock Neurotech Offering (as defined below), (c) to own, hold, vote and/or dispose of the securities purchased in the Blackrock Neurotech Offering and (d) to do all things and acts incidental thereto. |
Type of Offering: |
Private offering of up to $5,000,000 of membership interests in Longevity Ventures I (the “Membership Interests”). There is no minimum amount that Longevity Ventures I has to raise in order to accept funds. |
Minimum Investment: |
$100,000, subject to waiver in the discretion of TLT. |
Manager of Longevity Ventures I: |
TLT will be the sole Manager of Longevity Ventures I and will make all decisions on behalf of Longevity Ventures I. TLT shall own 20% of the issued and outstanding Membership Interests after all Invested Capital shall be invested in Longevity Ventures I. Furthermore, in the event Blackrock Neurotech is valued at in excess of $1.0 billion upon a liquidity event (e.g., its initial public offering, any acquisition of all of its capital stock, or any acquisition of all or substantially all of its assets), then TLT’s 20% shall be increased by 2.5% per additional $1.0 billion in valuation, up to a maximum of an additional 10% (or 30% in total). For example, in the event Blackrock Neurotech is valued at $2 billion at its initial public offering, then TLT’s percentage of the issued and outstanding Membership Interests shall be 25%. |
Use of Proceeds: |
The Company will use the proceeds from the offering of the Membership Interests to invest in Blackrock Neurotech, in its up-to $80,000,000 Series C round offering of convertible preferred stock (the “Blackrock Neurotech Offering”). It is expected that in the event Longevity Ventures I raises the full $5,000,000 to invest in Blackrock Neurotech then Longevity Ventures I will own 5.0% of the issued and outstanding capital of Blackrock Neurotech. The terms and conditions of the Blackrock Neurotech Offering are being negotiated, and TLT is currently expecting proposed definitive documents to reflect the terms of the Blackrock Neurotech Offering in the coming weeks. |
Blackrock Neurotech: |
Blackrock Neurotech is a Utah-based company seeking to address a large addressable market for neurological injuries and disorders, including Paralysis, Epilepsy and Hearing Loss. Blackrock Neurotech is the only BCI company with FDA Clearance and Breakthrough Designation with over 30,000 days in patients and intends to commercialize the world’s first BCI system for Paralysis in early 2024. Blackrock Neurotech has assembled an experienced team of technical neurotech experts with 20+ neurotech products commercialized and 50+ successful submissions. Founders Marcus Gerhardt and Florian Solzbacher founded the company in 2008 and has become a global leader in BCI technologies with $10+ million in revenue. TLT does not currently have any arrangement or understanding with Blackrock Neurotech in any capacity to sell or offer to sell Blackrock Neurotech’s securities. |
Distributions: |
Upon a liquidity event of Blackrock Neurotech that results in proceeds to Longevity Ventures I as a result of its ownership of common shares of Blackrock Neurotech (the “Proceeds”), Longevity Ventures I will distribute to the holders of Membership Interests (including TLT), pro rata, the Proceeds. |
Information: |
TLT will provide additional information upon request. All information related to Blackrock Neurotech will be addressed in separate documents. |
Confidentiality and Expenses: |
Each potential investor, by accepting this Term Sheet, will keep under confidence the existence and terms of this term sheet and the conduct of negotiations between TLT and Longevity Ventures I, on the one hand, and Blackrock Neurotech, on the other hand. Notwithstanding the foregoing, each potential investor may disclose the existence and terms of this term sheet to third parties who are subject to a confidentiality and non-disclosure agreement with respect to such information no less restrictive than this paragraph. No potential investor shall make any public announcement relating to the existence of this term sheet nor the transactions contemplated hereby without the prior written consent of TLT. No potential investor shall contact or communicate with Blackrock Neurotech or any of its officers, directors, employees, consultants, agents, affiliates or representatives without the prior written consent of TLT. Each party shall bear their own expenses, including but not limited to any fees of legal counsel, with respect to this term sheet and the transaction contemplated hereby. |
Definitive Agreements: |
The consummation of the private offering of the Membership Interests pursuant to the terms set forth herein will be subject to the completion and execution of all necessary definitive documentation containing customary representations and warranties and other terms and conditions customary for transactions of this nature, including but not limited to an operating agreement of Longevity Ventures I. Notwithstanding the foregoing, the potential investors shall, in advance of receipt of such definitive documentation, wire or otherwise transmit their Invested Capital for the investment in Longevity Ventures I, to TLT or as directed by TLT. This will allow TLT to confirm that it has all funds accounted for and has an exact price per share and percentage of equity ownership in Blackrock Neurotech. |
If you agree with the terms of this Term Sheet, please sign in the space provided below and return it to TLT.
Agreed to and acknowledged:
INVESTOR By:______________________________________ Name: Title: |
Very truly yours,
TLT CAPITAL LLC By:______________________________________ Name: Michael Brown Title: Managing Partner |