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Document Preview Confidential Private Placement Memorandum |
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Title: |
Confidential Private Placement Memorandum |
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Entities: |
Bioforce Nanosciences Holdings, Inc.; Biophan Technologies, Inc.; Johnson & Johnson; Medisys Technologies, Inc.; Overstock.com, Inc.; Siemens AG |
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Date: |
2006 |
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Size: |
Preview shows 12KB of 262KB total |
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Price: |
$80 |
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ID: |
#2284735 |
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MEMORANDUM NO.:____________
NAME OF OFFEREE:____________
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
SILVER RIVER VENTURES, INC.
4,000,000 Shares of Common Stock
Minimum Subscription: 25,000 Shares
Offering Limited to Accredited Investors
Silver River Ventures, Inc., a Nevada corporation, hereby offers 4,000,000
shares (the "Shares") of our common stock at the offering price of $1.50 per
Share. A minimum subscription of 25,000 shares has been established, but we may,
in our discretion, waive such minimum purchase. The Shares offered hereby
reflect the two shares for one share forward stock split of our common stock to
be effected on or about January 30, 2006.
Silver River Ventures has entered into an agreement to acquire BioForce
Nanosciences, Inc., a Delaware corporation ("BioForce"), which is engaged in
developing for commercial sale certain technology called the NanoArrayer(TM)
System. The NanoArrayer(TM) System has the ability to position, print, and
pattern a broad range of materials on silicon chips at the micrometer to
nanometer spatial scale to produce ultraminiaturized biological sensors,
biomedical tests and other ultraminiaturized devices. Sale of the Shares is
contingent upon the closing of the acquisition of BioForce, as described herein,
and all proceeds from sales hereunder will be placed in escrow pending such
closing. In the event the acquisition is not finalized, all funds held in escrow
will be returned to investors, without interest. If the acquisition is finalized
and the minimum offering amount satisfied, funds held in escrow will be turned
over to us and may be used immediately. We will also change our corporate name
to BioForce Nanosciences Holdings, Inc.
These securities have not been approved or disapproved by the Securities
and Exchange Commission (the "SEC") nor has the SEC passed upon the accuracy or
adequacy of this Confidential Private Placement Memorandum (the "Memorandum").
Any representation to the contrary is a criminal offense. This offering is made
in reliance on an exemption from registration with the SEC provided by Section
4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or
Rule 506 promulgated thereunder and is available only to "accredited investors"
as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.
THESE SECURITIES ARE "RESTRICTED SECURITIES" AND MAY NOT BE RESOLD OR OTHERWISE
DISPOSED OF UNLESS A REGISTRATION STATEMENT COVERING DISPOSITION OF SUCH
SECURITIES IS THEN IN EFFECT, OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE. SEE, "RISK FACTORS" AND " TERMS OF THE OFFERING -- PLAN OF
DISTRIBUTION."
THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. THE PURCHASE
HEREOF SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD TO LOSE A PORTION OR
ALL OF THEIR INVESTMENT AND HAVE NO NEED FOR A CURRENT RETURN ON THEIR
INVESTMENT. SEE "RISK FACTORS."
{TABLE}
{CAPTION}
====================================================================================================================
Offering Sales Proceeds
Price (1) Commission (2) to Company (3)
------------------------------------------------------- -------------------------- --------------------------------------------
{S} {C} {C} {C}
Per Share $ 1.50 $ .00 $ 1.50
------------------------------------------------------- -------------------------- --------------------------------------------
Minimum Offering
1666,667 Shares $ 2,500,000.50 $ .00 $ 2,500,000.50
------------------------------------------------------- -------------------------- --------------------------------------------
Maximum Offering
4,000,000 Shares
$ 6,000,000.00 $ .00 $ 6,000,000.00
======================================================= ========================== ============================================
(Footnotes on following Page)
{/TABLE}
The date of this Memorandum is December 23, 2005
-1-
{PAGE}
Notes to table on preceding page.
(1) These securities are offered hereby for cash only. Because the Shares
are not being registered with the SEC and will therefore be deemed
restricted securities, the offering price has been arbitrarily determined
and bears no relationship to any publicly quoted market price for the
common stock, nor to our assets, earnings, book value or to other
recognized criteria of value. This offering is being made on a "best
efforts," 1,666,667 shares minimum / 4,000,000 shares maximum basis, for a
period of 180 days from the date hereof unless extended for an additional
60 days. All proceeds from the sale of the Shares will be paid into an
escrow account at the law offices of Leonard E. Neilson, Attorney at Law,
located in Salt Lake City, Utah, until the BioForce acquisition is
finalized and a minimum of 1,666,667 shares has been sold.
(2) Although we may offer our securities directly to prospective investors
whereby no sales commissions would be paid, we reserve the right to enter
into agreements with certain securities sales agents and/or broker-dealers.
In this event we will pay a commission to such persons consisting of a cash
commission of 7% of the gross proceeds of the sales plus 5% in the form of
stock purchase warrants, exercisable at $1.50 per share for 5 years. Also,
we may enter into arrangements with persons that act solely as finders in
the introduction of prospective investors, in which case we will pay a
finder's fee to such persons equivalent to the above compensation. The
above table does not include the payment of a sales commission or finder's
fee. See "Terms of the Offering - Plan of Distribution."
(3) This amount of proceeds to Silver River Ventures is before deduction of
expenses incurred in connection with this offering including certain other
offering expenses totaling approximately $35,000 to be paid by us. Thus,
net proceeds, after deducting all expenses in connection with the offering,
except commissions, are estimated to be approximately $5,965,000 if the
maximum is sold. See "Use of Proceeds."
THIS MEMORANDUM HAS BEEN PREPARED SOLELY FOR THE BENEFIT OF PERSONS INTERESTED
IN THE OFFERING AND MAY NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE. THE
DELIVERY OF THIS MEMORANDUM DOES NOT IMPLY THAT THE INFORMATION CONTAINED HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. THE INFORMATION
CONTAINED IN THIS MEMORANDUM HAS BEEN OBTAINED FROM SILVER RIVER VENTUES, INC.
AND BIOFORCE NANOSCIENCES, INC. AND IS BELIEVED TO BE RELIABLE, BUT ITS ACCURACY
IS NOT GUARANTEED. IF ANY MATERIAL CHANGE IN THE AFFAIRS OF EITHER COMPANY
OCCURS AT ANY TIME PRIOR TO THE CLOSING OF THE OFFERING, THIS MEMORANDUM WILL BE
AMENDED OR SUPPLEMENTED. ADDITIONAL INFORMATION MAY BE PRESENTED HEREWITH AS
EXHIBITS.
THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY STATE OR COUNTRY WHERE
SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED BY THE LAWS OF THAT STATE OR
COUNTRY. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN AS AUTHORIZED IN THIS MEMORANDUM, AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY US.
This offering will terminate on or before 180 days from the date hereof
unless extended by Silver River Ventures, in our discretion, for an additional
60 days. The securities offered hereby are offered to accredited investors only
in reliance upon an exemption from registration under the Securities Act, which
exemption depends on the full compliance with certain terms and conditions,
including but not limited to the following:
(a) The securities may not be offered through general solicitation,
including but not limited to, advertisements or communications in
newspapers, magazines, or other media;
(b) This Memorandum and any accompanying documents will be treated as
confidential by the persons to whom it is delivered and any distribution
thereof or divulgence of any of its contents is unauthorized;
(c) Investors should not construe the contents of this Memorandum or any
communication, whether written or oral, from Silver River Ventures or our
officers, directors, employees or agents, as legal, tax, accounting or
other expert advice. Each investor is encouraged to consult their own legal
counsel, accountants and other professional advisors concerning any
investment in the Shares; and
-2-
{PAGE}
(d) This offering may be made only to persons that, after reasonable
inquiry, we have reasonable grounds to believe possess the knowledge and
experience in financial and business matters that would enable such persons
to evaluate the merits and risks of the investment.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF INDIVIDUAL STATES, AND ARE BEING
OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF
THE SAID ACT AND SUCH LAWS. THE SECURITIES OFFERED ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE SECURITIES ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM.
THE INFORMATION CONTAINED IN THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM IS
FURNISHED ON A CONFIDENTIAL BASIS FOR USE BY THE OFFEREE AND IN CERTAIN CASES,
HIS OR HER PURCHASER REPRESENTATIVE. BY ACCEPTANCE OF THIS CONFIDENTIAL PRIVATE
PLACEMENT MEMORANDUM, EACH OFFEREE, AND PURCHASER REPRESENTATIVE, IF ANY, AGREES
THAT THEY WILL NOT TRANSMIT, REPRODUCE OR MAKE AVAILABLE TO ANYONE OTHER THAN
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