Investor Agreement

Disclosure

By accessing this site and any pages thereof, you agree to be bound by the Terms of Service, Privacy Policy, and this Investor Agreement.

Bioverge is not a registered broker-dealer and does not make investment recommendations and no communication, through this website or in any other medium, should be construed as a recommendation for any security offered on or off this investment platform.

Investing Through a Bioverge Fund

Accredited investors (“Investors”) on this platform invest via a special purpose vehicle, or Bioverge Fund (“Fund”) and do not own shares of the startup in which the Fund invests. As such, investors cannot make decisions with respect to the management, disposition or other realization of any investment made by the Fund, or other decisions regarding such Fund’s business and affairs. Investors have no rights to inspect the books or conduct an audit of business financials. All Investors who invest in the fund are bound by our Terms of Service and Privacy Policy and are urged to review them.

We have established a partnership with Assure Fund Management II, LLC (“Assure”) to form, administer, and manage our Funds, when appropriate.

Each investor should carefully review the Fund Documents (“Fund Documents”) associated with a particular investment prior to making an investment decision: i) Fund private placement memorandum, (ii) Fund operating agreement, and (iii) Fund subscription agreement to be used to manage a Fund.

Investing in a Startup is Inherently Risky

Investing in a startup is inherently risky and only investors that are prepared to lose 100% of their investment should considering investing directly in a startup or through a Fund. Investors earn a financial return if the startup achieves a liquidity event (such as the sale of the company or an IPO); however, these events may never materialize, materialize ten or more years into the future, or may not adequately compensate investors.

Note that the value of a startup may be susceptible to factors underlying the technology, industry, and/or regulatory pathway, and often bears a greater risk than an investment in a vehicle or fund that invests in a broader range of securities.

The startup market is highly fragmented, competitive and the percentage of companies that succeed in creating a sustainable business is small. Moreover, the percentage of startups that successful earn a return for investors is also small and investors should be prepared to lose all, or substantially all, of their investment.

In addition to the typical challenges startups encounter, such as product development, manufacturing, sales and marketing, intellectual property, financing, and general management, healthcare startups face additional and unique risks including, but not limited to: scientific, technical, government regulation (i.e. the Food and Drug Administration), and reimbursement.

Investing in Startups is Illiquid

Investments in startups are private and as such are illiquid holdings. There are no public markets for the securities and investments cannot be easily sold or transferred, if at all. An investment in a startup or Fund will be illiquid, not freely transferrable or assignable, and involves an exceptionally high degree of risk. Many startups have substantial capital needs and require additional financing that may consist of additional funds, or other investment means. Such financing(s) may contain terms that may not be favorable, and in some cases, the startup may not be able to obtain any financing at all.

Legal and Regulatory Risks Associated With Funds

The Fund is not, nor will it be, registered as an “investment company” under the United States Investment Company Act of 1940, as amended (the “Investment Company Act”), pursuant to an exemption set forth in Sections 3(c)(1) and/or 3(c)(7) of the Investment Company Act. There is no SEC assurance that such exemptions will continue to be available to these entities. No Fund plans to register the offering of any Interests under the United States Securities Act of 1933, as amended (the “Securities Act”). As a result, investors in Funds will not be afforded the protections of the Securities Act with respect to investments in the relevant Fund.

Due Diligence Materials

Any and all materials provided on the www.bioverge.com website are "as is," without warranty, implied or otherwise, of accuracy, consistency or thoroughness about a given startup or its investment prospects. It shall be further understood that each investor shall be responsible for conducting their own due diligence, and that any reliance by one investor upon the materials of another shall be at the investor’s own risk.

Waiving Right to Sue

Investor waives the right to sue or bring any action or proceeding against Bioverge, Inc., Bioverge Funds Management, LLC, or Bioverge Funds, LLC, or affiliated entities (collectively “Bioverge”), Board of Directors, Members, Staff or Analysts, Investment Committee, or subject matter experts in each case on the basis of any Bioverge activity, including but not limited to (i) the success or failure of any investment, (ii) the sharing of information, whether in connection with due diligence or otherwise, (iii) the service of a Bioverge member as a board director, advisor, executive or employee of a Bioverge portfolio company, (iv) any investment presentation, diligence material, or any educational or informational program of Bioverge.

Asymmetic Information & The Difficulty in Valuing Startup Investments

Unlike investing in companies listed on public market exchanges, there are limited or no SEC disclosure requirements to which startups must adhere. The implication is that information flow is inherently asymmetrical and the burden of conducting diligence and making an informed investment decision falls solely to Investors.

Valuing a startup based on objective measures is enormously difficult. In addition to the difficulty of determining the magnitude of the risks applicable to a given startup and the likelihood that a given startup’s business will succeed, there generally are no readily available markets for a startup’s equity securities, and hence, an Investor’s investments will be difficult to value.

Conflicts of Interest

Investors in a Fund may have conflicting investment, tax, and other interests with respect to investments. As a consequence, decisions made by the manager of a Fund on such matters may be more beneficial for some Investors than for others. Investors should be aware that the manager of a Fund intends to consider the investment and tax objective of each Fund and Investors as a whole when making decisions on investment structure or timing of sale, and not the circumstances of any Investor individually.

Instances may arise in which the interest of a Lead Investor (or its members or affiliates) may potentially or actually conflict with the interests of a Fund and/or its Investors.

Tax Advice

Bioverge does not provide tax advice and you should consult your tax advisor for information about the tax consequences of investing in a Fund.

Past Performance is Not Indicative of Future Performance

The past performance of a startup or its management, a lead investor, or advisors, is not predictive of a startup’s or a Fund’s future results. There can be no assurance that targeted results will be achieved. Loss of principal is possible, and even likely, on any given investment.

Forward Looking Statements

The information available on this website may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often include words such as "anticipates," "estimates," "expects," "projects," "intends," "plans," "believes" and words and terms of similar nature in connection with discussions of future operating or financial performance.

Any forward-looking statement made by a startup speaks only as of the date on which it is made. Startups are under no obligation to, and generally expressly disclaim any obligation to, update or alter their forward-looking statements, whether as a result of new information, subsequent events or otherwise. Not all startups follow GAAP, and therefore any and all presentations shall be presumed to include references to non-GAAP financial measures.

The foregoing risks are not a complete explanation of all the risks involved in investing through a Fund. Other inherent and extrinsic risks do exist. Each investor should seek their own independent legal and tax advice and read the relevant investment documents before making a determination whether to invest in a Fund.