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Series C Investment Opportunity - Confidential & Proprietary
Legal Notices & Disclaimers
Confidentiality. This memorandum (the "Memo") is confidential and has been furnished solely for the purpose of evaluating a potential investment in the Series C Preferred Stock of NightWare, Inc. By accepting the Memo you agree (i) to hold its contents in strict confidence, (ii) not to reproduce, distribute, or disclose it to any other person (other than your professional advisers who likewise agree to confidentiality), and (iii) to return or destroy all copies if you elect not to participate in the offering.
No Offer or Solicitation. This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities. Any such offer will be made only pursuant to definitive transaction documents and subscription agreements to be provided by NightWare, Inc. NightWare reserves the right to accept or reject any subscription in its sole discretion.
Reliance & Independent Investigation. The information contained herein has been prepared to assist prospective investors in making their own evaluation of NightWare. It is not intended to form the sole basis of any investment decision. Prospective investors should conduct their own investigation and analysis of the Company and consult with their own legal, tax, accounting, and business advisers. NightWare and its directors, officers, employees, and agents make no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this Memo, and nothing contained herein shall be relied upon as a promise or representation as to future performance.
Forward‑Looking Statements. Certain statements in this Memo constitute "forward‑looking statements" within the meaning of federal securities laws. These statements involve risks, uncertainties, and assumptions that are difficult to predict and which may cause actual results to differ materially from those expressed or implied. Prospective investors should not rely on these forward‑looking statements as predictions of future events. NightWare undertakes no obligation to update or revise any forward‑looking statements.
Risk Factors. An investment in NightWare involves a high degree of risk and is suitable only for sophisticated investors who can bear the loss of their entire investment. A non‑exhaustive summary of key risks—including regulatory, clinical, reimbursement, competitive, operational, and financing risks—will be provided in the subscription documents.
No Tax or Legal Advice. Nothing in this Memo constitutes legal, tax, or investment advice. Prospective investors are urged to consult their own advisers with respect to the legal and tax considerations of an investment in NightWare.
Governing Law. This Memo shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict‑of‑law principles.
