EFTA00363305.pdf

From: "Jeffrey E." <jeevacation@gmail.corn> To: george church < >, Subject: Re: $200K Date: Tue, 09 Sep 2014 13:35:56 +0000 will cal this afternoon On Tue, Sep 9, 2014 at 8:49 AM, george church < Sure ... at 857-225-6255 --geo > wrote: From: "Jeffrey E." Date: Tuesday, September 9, 2014 at 7:41 AM To: george church la Subject: Re: $200K free to speak today>? On Sat, Sep 6, 2014 at 9:11 AM, george church c wrote: The Androcyte business plan is to patent products based on genomic (and epi-genomic) variants which are unique to one or more supercentenarians (SC). Each such DNA variant can be used to design and manufacture variant-specific RNAi molecules, proteins, and CRISPR guide-RNAs. The CRISPR is used for changing DNA in human cells (stem cells, neurons, etc) to match the SC variant or reversible activation or inhibition of the SC-impacted gene. Since we (Androcyte) have (by far) the most SC resources (including genomic variants already undergoing computational analyses) and have co-invented the CRISPR technology, we are in unique position to develop these therapies swiftly. These products will be tested in animals and in partnerships with pharmaceutical and skin care companies. Pharmaceuticals are becoming more costly due to increasingly smaller (personalized) markets (e.g. Glybera at $1.6M per treatment) -- Hence the prospect of Androcyte therapies that apply to every person (with access to reasonable health care) is a opportunity for cost reduction and better margins due to huge markets. We will submit the first patent by Dec 2014 and begin CRISPR experiments and partnering discussions immediately thereafter. Examples of potential partners for Androcyte: —George From: "jeffrey E." <jeevacation@gmail.com> Date: Thursday, September 4, 2014 at 1:54 PM To: george church Richard Kahn Subject: Re: FW: $200K is there and was there a biz plan? how does the co intend to make money? when/ ? the use of funds , appears more like a research grant than a for profit investment. On Thu, Sep 4, 2014 at 12:20 PM, george church a=> wrote: Hopefully this email will answer your questions about "dilution" vis-I-vis Androcyte. —George From: James Clement Date: Thursday, September 4, 2014 at 10:17 AM To: george church a> Subject: Re: $200K EFTA00363305 Hi George, Here's some background on the company, for you and your advisers. When we started in January of 2010, we raised $100,000 from three investors for Acron Cell LLC. As you may recall, I dissolved the original company, Acron Cell LLC, and sold the assets to a new Florida company called Androcyte LLC, in 2011. Parijata "Jam" Mackey and I took over that company's management, although Jam is no longer involved. We had 3 original investors in Acron Cell which were allowed to move their ownership percentages to Androcyte. One of those investors, Life Extension Foundation, has put $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, Jam and I 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 housing, 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 negotiate a grant and loan from the Spanish government to move the business to their Andalusian biotechnology center at Isla de la Cartuja, outside Seville. Setting up the Spanish subsidiary and applying for the grants/loans took about three months, and cost us about $30,000. Although we were told we'd get both, the collapse of the Spanish economy fouled this from happening. We then sequenced the first three genomes for $20,000 apiece, 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 Variant Analysis platforms. Fll pull together our existing shareholder list, if you'd like it. You were given 2% of the company's initial stock and the other four advisers were given I percent each. Jam now is a 2% "adviser" rather than an employee/manager. Everyone, including these investors and myself all have dilutable ownership units of Androcyte LLC. All investments have been made on a Pre-money Valuation 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 the amount I quoted the potential investor with whom I've been negotiating recently. 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, then I'll tell the other guy that we're no longer seeking funds, but I'll keep in touch with him regarding future investment opportunities. Hopefully with 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 help make such decisions in the future. Please let me know if you have any questions. I attaching copies of our 2011 and 2012 tax returns, but the 2013 tax return hasn't been completed yet. One of the uses of new funds is to pay about $4,000 to have them done. Best regards, James James Clement, J.D., LL.M. kipercentenarian Research Study U.S. Cell: please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.com, and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved EFTA00363306 please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.com, and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved EFTA00363307