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1、S-1/A 1 ea0218945-13.htm REGISTRATION STATEMENTAs filed with the Securities and Exchange Commission on July 3,2025.RegistrationNo.333-285935UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_AMENDMENT NO.4 TOFORMS-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_Spectral IP,In

2、c.(Exact Name of Registrant as Specified in Its Charter)_Texas 6794 99-1775118(State or OtherJurisdiction ofIncorporation orOrganization)(Primary StandardIndustrialClassification CodeNumber)(I.R.S.EmployerIdentification Number)2515 McKinney Avenue,Suite 1000Dallas,Texas 75201(972)499-4934(Address,In

3、cludingZipCode,andTelephoneNumber,IncludingAreaCode,ofRegistrantsPrinci_Erich SpangenbergSpectral IP,Inc.2515 McKinney Avenue,Suite 1000Dallas,Texas 75201(972)499-4934(Name,Address,IncludingZipCode,andTelephoneNumber,IncludingAreaCode,ofAgentForSer_Copies to:Herbert F.KozlovLynwood E.ReinhardtAnne G

4、.PeetzReed Smith LLP599 Lexington AvenueNewYork,NewYork10022-7650(212)521-5400 DavidKutcherSauvegarderInvestmentManagement,Inc.78SW7thStreet,Suite500Miami,FL33130(786)753-9305 RossD.CarmelAnna ChaykinaSichenziaRossFerenceCa1185AvenueoftheAmericas,NewYork,NY10036(212)930-9700_Approximate date of comm

5、encement of proposed sale to the public:As soon as practicable after the effectivedate of this Registration Statement.If any of the securities being registered on this form are to be offered on a delayed or continuous basispursuant to Rule415 under the Securities Actof1933,check the following box.If

6、 this form is filed to register additional securities for an offering pursuant to Rule462(b)under theSecurities Act,please check the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offering.If this form is a post-eff

7、ective amendment filed pursuant to Rule462(c)under the Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registrationstatement for the same offering.If this form is a post-effective amendment filed pursuant to Rule462(d)under the

8、 Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registrationstatement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-acceleratedfiler,a smaller repor

9、ting company or an emerging growth company.See the definitions of“largeaccelerated filer,”“accelerated filer,”“smaller reporting company”and“emerging growth company”inRule12b-2of the ExchangeAct.Largeacceleratedfiler Acceleratedfiler Non-accelerated filer Smallerreportingcompany Emerginggrowthcompan

10、y If an emerging growth company,indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant toSection7(a)(2)(B)of the Securities Act._The Registrant hereby amends this registratio

11、n statement on such date or dates as may be necessary to delayits effective date until the registrant shall file a further amendment which specifically states that thisregistration statement shall thereafter become effective in accordance with Section8(a)of the SecuritiesActof1933,or until the regis

12、tration statement shall become effective on such date as the Securities andExchange Commission,acting pursuant to said Section8(a),may determine.2025/7/4 08:53sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htmhttps:/www.sec.gov/Archives/edgar/data/2042176/000121390025061431/ea02

13、18945-13.htm1/230Table of ContentsEXPLANATORY NOTEThis Registration Statement contains two prospectuses,as set forth below.Public Offering Prospectus.A prospectus to be used for the public offeringof 3,750,000 shares of common stock of the registrant(the“Public OfferingProspectus”)through the underw

14、riter named on the cover page of the PublicOffering Prospectus.Resale Prospectus.A prospectus to be used for the resale by the SellingStockholders(as defined below)set forth therein of an aggregate of26,788,005 shares of common stock of the registrant(the“ResaleProspectus”).The Resale Prospectus is

15、substantially identical to the Public Offering Prospectus,except for the following principal items:they contain different front cover pages and back cover pages;all references in the Public Offering Prospectus to“this offering”or“this initial public offering”will be changed to“our initial publicoffe

16、ring”and/or“the IPO,”defined as the underwritten initial publicoffering of our shares of common stock,in the Resale Prospectus;all references in the Public Offering Prospectus to“underwriters”will bechanged to“underwriters of the IPO”in the Resale Prospectus;the ownership percentages described in th

17、e Public Offering Prospectus willbe adjusted in the Resale Prospectus to reflect shares of common stock soldin our initial public offering;they contain different“The Offering”sections;the“Underwriting”section from the Public Offering Prospectus is deletedfrom the Resale Prospectus and a“Plan of Dist

18、ribution”section isinserted in its place;the“Capitalization”and“Dilution”sections are deleted from the ResaleProspectus;the“Legal Matters”section in the Resale Prospectus deletes the referenceto counsel for the underwriters;andthey contain different back pages.The registrant has included in this reg

19、istration statement a set of alternate pagesafter the outside back cover page of the Public Offering Prospectus,which we referto as the“Alternate Pages”,to reflect the foregoing differences in the ResaleProspectus as compared to the Public Offering Prospectus.The Public OfferingProspectus will exclu

20、de the Alternate Pages and will be used for the public offeringby the registrant.The Resale Prospectus will be substantially identical to thePublic Offering Prospectus except for the addition or substitution of the AlternatePages and will be used for the resale offering by the Selling Stockholders(i

21、t beingunderstood that none of the shares of common stock being registered for resale by theSelling Stockholders in the Resale Prospectus may be sold prior to the closing of ourinitial public offering under the Public Offering Prospectus,and only then incompliance with applicable laws,rules and regu

22、lations).2025/7/4 08:53sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htmhttps:/www.sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htm2/230Table of ContentsThe information in this preliminary prospectus is not complete and may bechanged.We may not sell these

23、 securities until the registration statementfiled with the Securities and Exchange Commission is effective.Thispreliminary prospectus is not an offer to sell these securities and we arenot soliciting offers to buy these securities in any state or otherjurisdiction where the offer or sale is not perm

24、itted.PRELIMINARYPROSPECTUS SUBJECTTOCOMPLETION DATEDJULY 3,20253,750,000 Shares ofCommon StockUpto 300,000 RepresentativeWarrantstoPurchaseupto300,000 SharesofCommonStockSpectral IP,Inc._This is a firm commitment initial public offering of shares of common stock ofSpectral IP,Inc.,which will change

25、 its name to SIM IP Inc.prior to the completionof this offering.We are offering 3,750,000 shares of our common stock to be sold inthis offering at an estimated initial public offering price between$4.00 and$5.00per share.Prior to this offering,there has been no public market for our common stock.We

26、haveapplied to list our common stock on the Nasdaq Capital Market(“Nasdaq”)under thesymbol“SMIP,”and this offering is contingent upon obtaining such approval.At thesame time as the registration set forth in this prospectus(the“Public OfferingProspectus”),we are registering the resale of 26,788,005 s

27、hares of common stockheld by 72 stockholders(“Selling Stockholders”)under a separate prospectus(the“Resale Prospectus”)to be used in connection with the potential distribution ofsuch shares by such security holders.The shares offered by the Resale Prospectus maybe sold by the Selling Stockholders fr

28、om time to time,in the open market,throughprivately negotiated transactions or a combination of these methods,at market pricesprevailing at the time of sale or at negotiated prices.We will not receive anyproceeds from the sale of the shares of common stock to be sold by the SellingStockholders.No sa

29、les of shares of common stock covered by the Resale Prospectusshall occur unless and until the shares of common stock sold in this initial publicoffering begin trading on Nasdaq.Upon completion of this offering,the Company will have 26,998,953 shares of CompanyCommon Stock issued and outstanding if

30、the over-allotment option is not exercised.Upon completion of this offering,our management team will beneficially ownapproximately 55.5%of the outstanding shares of Company Common Stock(orapproximately 30.3%assuming the conversion of the preferred stock of the Company andexercise of all outstanding

31、options and warrants).Additionally,upon completion ofthis offering Valkyrie X LLC,Series V SIM I will beneficially own 94.3%of theoutstanding Series A preferred stock of the Company(the“preferred stock”)andsuch preferred stock is convertible into common stock of the Company at a conversionratio of o

32、ne for one;provided,however,that such holder will not be able to convertsuch preferred stock to the extent such conversion would cause such holder tobeneficially own a number of shares of Company Common Stock which would exceed 4.99%of our then outstanding Company Common Stock following such exercis

33、e.We are an“emerging growth company”and a“smaller reporting company”as definedunder the federal securities laws and,as such,have elected to comply with certainreduced public company reporting requirements.Investing in our common stock involves a high degree of risk.See thesection titled“Risk factors

34、”beginning on page 17.Neither the Securities and Exchange Commission nor any state securitiescommission has approved or disapproved of these securities or passed uponthe accuracy or adequacy of this prospectus.Any representation to thecontrary is a criminal offense.Pershare TotalInitial public offer

35、ing price$Underwriting discounts and commissions(1)(2)$Proceeds to us before expenses(3)$_(1)Underwriting discounts and commissions do not include a non-accountable expense allowanceequal to 1.0%of the initial public offering price payable to the underwriters.See thesection titled“Underwriting”for a

36、 description of the compensation payable to theunderwriters.(2)We have agreed to issue to Pacific Century Securities,LLC,as representative of theunderwriters(“Representative”),Representative warrants to purchase shares of common stockequal to 4%of the shares sold in this offering(including any share

37、s sold in the offering tocover over-allotment).(3)We estimate the total expenses payable by the Company and Sauvegarder IM,excluding theunderwriting discount and non-accountable expense allowance,will be approximately$1,250,000.We have granted the underwriters an option for a period of 45days to pur

38、chase up toan additional shares of our common stock to cover over-allotments,if any.The underwriters expect to deliver the shares to purchasers on or about,2025.PACIFICCENTURYSECURITIES,LLC REVERE SECURITIES LLCThe date of this Prospectus is,2025.2025/7/4 08:53sec.gov/Archives/edgar/data/2042176/000

39、121390025061431/ea0218945-13.htmhttps:/www.sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htm3/230Table of ContentsTABLE OF CONTENTS PageProspectus summary 1Summary financial data 15Risk factors 17Special note regarding forward-looking statements 50Industry and market data 51Use

40、 of proceeds 52Dividend policy 53Capitalization 54Dilution 56Sauvegarder IM Managements discussion and analysis of financial conditionand results of operations 58Spectral IP Managements discussion and analysis of financial conditionsand results of operations 67Business 71Management 86Director compen

41、sation 91Executive compensation 92Certain relationships and related-party transactions 100Principal stockholders 104Description of capital stock 106Material U.S.federal income tax consequences to non-U.S.holders 113Shares eligible for future sale 117Underwriting 119Legal matters 131Experts 131Where

42、you can find more information 131Index to Financial Statements F-1i2025/7/4 08:53sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htmhttps:/www.sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htm4/230Table of ContentsYou should rely only on the information cont

43、ained in this prospectus.We have not,and the underwriters have not,authorized anyone to provide you any information or tomake any representations other than those contained in this prospectus or in any freewriting prospectus prepared by or on behalf of us or to which we have referred you.Neither we

44、nor the underwriters take responsibility for,or provide any assurance asto the reliability of,any other information others may give you.This prospectus isan offer to sell only the shares offered hereby,and only under circumstances and injurisdictions where it is lawful to do so.We are not,and the un

45、derwriters are not,making an offer to sell these securities in any jurisdiction where the offer or saleis not permitted.The information contained in this prospectus is accurate only as ofthe date of this prospectus,regardless of the time of delivery of this prospectus orany sale of the shares of our

46、 common stock.Our business,financial condition,results of operations and prospects may have changed since that date.For investors outside the UnitedStates:We have not,and the underwriters have not,done anything that would permit this offering or the possession or distribution ofthis prospectus or an

47、y free writing prospectus in connection with this offering inany jurisdiction where action for that purpose is required,other than in theUnitedStates.Persons outside the UnitedStates who come into possession of thisprospectus must inform themselves about,and observe any restrictions relating to,the

48、offering of the shares of common stock and the distribution of this prospectusoutside the UnitedStates.See the section titled“Underwriting.”Through and including,2025(the 25th day after the date of thisprospectus),all dealers that buy,sell or trade shares of our commonstock,whether or not participat

49、ing in this offering,may be required todeliver a prospectus.This delivery requirement is in addition to theobligation of dealers to deliver a prospectus when acting as underwritersand with respect to their unsold allotments or subscriptions.Commonly Used Defined TermsAs used in this prospectus,unles

50、s the context indicates or otherwise requires,theterms listed below have the following meanings:“Company Common Stock”means the shares of common stock,par value$0.001per share,of the Company.“Legacy SIM Holders”refers to the stockholders of Sauvegarder IM prior tothe Reorganization.“Reorganization”m

51、eans the acquisition of all of the outstanding interestsin Sauvegarder IM in exchange for the Reorganization Shares.“Parent Common Stock”means the shares of common stock,par value$0.0001per share,of Spectral AI.“preferred stock”means the Series A Preferred Stock of the Company,to beissued pursuant t

52、o the filing of the Series A Preferred Stock Designation(as defined below)with the Secretary of State of the State of Texas inconnection with the Reorganization.“Reorganization Shares”means 21,399,851 shares of common stock of theCompany and 22,827,380 shares of preferred stock of the Company.“Sauve

53、garder Bridge Financing”means the sale of 2,520,090 shares ofSauvegarder IMpursuant to the subscription agreements entered into by andbetween Sauvegarder IM and certain investors dated March 18,2025,pursuantto which such investors agreed to purchase an aggregate of 1,680,060 commonstock of Sauvegard

54、er IM at a price per share of$4.00,plus an additionalone-half()of a share of common stock for each share of Sauvegarder IMpurchased(such bonus shares totaling an aggregate 840,030 shares),issuedin reliance upon the exemption from the registration requirements of theSecurities Act,as set forth in Sec

55、tion 4(a)(2)and Rule 506(b)ofRegulation D under the Securities Act.The Sauvegarder Bridge Financingclosed on March 26,2025.“Sauvegarder IM”means Sauvegarder Investment Management,Inc.(formerlyknown as SIM Tech Inc.).“SIM IP,”“SIM,”or“Company”means Spectral IP,Inc.,a wholly-ownedsubsidiary of Spectra

56、l AI.“SIM Licensing”means SIM Tech Licensing,LLC,a wholly-owned subsidiaryof Sauvegarder IM.“Spectral AI”or“Parent”means Spectral AI,Inc.,a publicly tradedcompany listed on Nasdaq under the symbol“MDAI”and“MDAIW”and parentof the Company.ii2025/7/4 08:53sec.gov/Archives/edgar/data/2042176/00012139002

57、5061431/ea0218945-13.htmhttps:/www.sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htm5/230Table of ContentsTrademarks and Tradenames“SIM IP,”“SIM”and the related logos and other trade names,trademarks or servicemarks of SIM IP and Sauvegarder IM appearing in this prospectus are

58、the property ofSauvegarder IM or SIM IP,as applicable.Other trade names,trademarks or servicemarks appearing in this prospectus are the property of their respective holders.Solely for convenience,trade names,trademarks and service marks referred to in thisprospectus appear without the,and SM symbols

59、,but those references are notintended to indicate,in any way,that we will not assert,to the fullest extentunder applicable law,our rights or that the applicable owner will not assert itsrights,to these trade names,trademarks and service marks.Sauvegarder Bridge Financing and ReorganizationOn March 1

60、8,2025,Sauvegarder IM entered into subscription agreements with certainaccredited investors for the sale of approximately 2,520,090 shares of SauvegarderIM,pursuant to which such investors agreed to purchase an aggregate of 1,680,060common stock of Sauvegarder IM at a price per share of$4.00,plus an

61、 additional one-half()of a share of common stock for each share of Sauvegarder IM purchased(foran aggregate 840,030).Such Sauvegarder Bridge Financing closed on March 26,2025 andsuch shares were issued in reliance upon the exemption from the registrationrequirements of the Securities Act,as set fort

62、h in Section 4(a)(2)and Rule 506(b)of Regulation D under the Securities Act.As part of the Reorganization,the Company will acquire all of the outstandinginterests in Sauvegarder IM in exchange for issuing to Legacy SIM Holders 21,399,851shares of Company Common Stock and 22,827,380 shares of preferr

63、ed stock of theCompany.Such Reorganization will be completed prior to the effectiveness of thisprospectus.In connection with the Reorganization,the Company will also assumeSauvegarder IMs 2024 Equity Incentive Plan and all outstanding awards in connectionwith the Reorganization.The shares issued in

64、the Reorganization will be issuedpursuant to the exemption from registration provided by Section 4(a)(2)of theSecurities Act.The Company will complete the Reorganization prior to theconsummation of this offering.The Reorganization is contingent upon the Companysatisfying(or being substantially certa

65、in to satisfy)all necessary preconditions tolist the Company Common Stock on Nasdaq.We have applied for approval to list our shares on Nasdaq in connection with thisoffering.A closing condition of this offering is Nasdaq approval to list the CompanyCommon Stock on Nasdaq.Following the Reorganization

66、,we intend to requesteffectiveness of this prospectus.Following the effectiveness of this prospectus,theshares of the Company will then begin trading on Nasdaq.The Company is currently a wholly-owned subsidiary of Spectral AI.Spectral AI isfocused on medical diagnostics for faster and more accurate

67、treatment decisions inwound care.Spectral IP was originally formed by Spectral AI to advance artificialintelligent intellectual property with a specific emphasis on healthcare.Spectral AIhas proposed the Reorganization to maximize stockholder value through the combinedcompanys focus on a broader IP

68、ecosystem that present significant growth potentialoutside of Spectral AIs core focus on medical diagnostics.See“SummaryCorporate History and Reorganization”for additional information.Following the Reorganization,the Legacy SIM Holders are expected to holdapproximately 96%of the outstanding shares o

69、f SIM IP.Immediately following thisoffering,the Legacy SIM Holders are expected to hold approximately 89%of theoutstanding shares of SIM IP.Presentation of Financial and Operating DataUnless otherwise indicated,the summary historical consolidated financial informationpresented in this prospectus pri

70、or to the Reorganization is that of our accountingpredecessor,Sauvegarder Investment Management,Inc.,together with its consolidatedsubsidiaries.The pro forma financial information presented in this prospectus isthat of the Company and gives effect to the(i)Reorganization and(ii)thisoffering.iii2025/

71、7/4 08:53sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htmhttps:/www.sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htm6/230Table of ContentsPROSPECTUS SUMMARYThis summary highlights information contained elsewhere in this prospectus.Thissummary may not con

72、tain all of the information that you should consider beforedeciding to invest in our common stock.You should read this entire prospectuscarefully,including the sections titled“Risk factors,”“Special note regardingforward-looking statements,”“Managements discussion and analysis of financialcondition

73、and results of operations”and“Business,”and our financial statementsand related notes included elsewhere in this prospectus before making an investmentdecision.Unless the context requires otherwise,references in this prospectus to“we,”“us,”“our,”and the“Company,”refer to(i)Spectral IP,Inc.and itssub

74、sidiaries(including Sauvegarder IM),following the Reorganization and theconsummation of this offering,and(ii)Sauvegarder Investment Management,Inc.,the accounting predecessor of Spectral IP,Inc.,prior to the Reorganization andthe consummation of this offering.OverviewWe are focused on intellectual p

75、roperty(“IP”)-related transactions.We are amanager of IP assets focused on IP-based financing,investment and monetizationopportunities,including enforcement and licensing,across jurisdictions,primarilyfocusing on the UnitedStates,Europe and Asia.Our objective is to provide a range of attractive fina

76、ncial solutions for IPowners.Generally,we are agnostic as to industry,which allows us to pursueopportunities across a number of industries and sectors,including medical devices,networking,consumer electronics,software,automotive,semiconductors,apparel,network security,cybersecurity,video technology,

77、communications and industrialprocesses,data center,artificial intelligence,internet of things,communications,power and other technology areas where IP may be infringed,or aninvestment opportunity exits based on the value of the IP as collateral.Our focusis largely on technologies that are in their e

78、arly stages of adoption and havelonger replacement cycles that we believe are widely misunderstood and oftenmispriced,rather than technologies with short replacement cycles in their laterstages that are approaching obsolescence and replacement.We believe ourflexibility in industry focus and flexible

79、 and tailored transaction solutions willhelp us achieve our goal of creating value for our stockholders and ultimatelygenerating a return for our stockholders.Our ideal transaction is one where boththe Company and the IP owner can generate significant returns from what isotherwise an underperforming

80、,undervalued or underutilized asset.At this time,our primary focus is on the following areas:IP Licensing monetizing IP owned or acquired directly by asubsidiary or affiliate of Sauvegarder IM,or by third parties with theCompany as the licensing agent,typically executed by licensing IP tothird parti

81、es that would benefit from a license to that technology.IP Litigation Investment financing litigation,primarily IPfocused litigation.We also intend to expand our operations into the following areas as theopportunities arise:IP Financestructured investments(both debt and preferred equity)where the re

82、alizable value(as determined by Sauvegarder IM)of thetargets IP is a significant factor in the investment decision.IP Royalty Acquisitionthe acquisition of royalties to be receivedby a target company based on prior licensing of IP.IP Tactical Opportunities IP-related transactions,includingcopyrights

83、,distressed investments,refinancings,judgment financings,entertainment litigation,life sciences,and other strategic transactionswhich are opportunistic in nature and require a differentiated and highlytailored solution.We may also engage in other business activities that we believe present attractiv

84、efinancial alternatives and regularly are approached to evaluate a variety of legal,regulated and alternative investment opportunities that may not fit into any of theabove categories.Since our inception,we have been primarily focused on monetization activities ofIP assets,including licensing and en

85、forcement of owned IP assets and throughlitigation investments.These are areas where our management has the mostexperience and we believe we have the most current opportunities given our accessto capital has been limited to date.As our business grows,and our access tocapital increases,we intend to d

86、evelop our IP finance and IP royalty acquisitionbusinesses.12025/7/4 08:53sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htmhttps:/www.sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htm7/230Table of ContentsA key factor in the success of our business is sour

87、cing,evaluating and managingquality opportunities.Although we believe that a number of IP owners will contactus directly,a key part of our success will depend on our ability to recognize IPwhere the value is not fully recognized,to strategically identify opportunitiesfor monetization of the IP,and t

88、o successfully engage with those IP owners toconsummate a transaction.Our chairman and chief executive officer,ErichSpangenberg,has over 20 years of experience in IP monetization and globallicensing.Mr.Spangenberg has been recognized several times as one of the worldstop 50 IP strategist and has bee

89、n known to contribute to the way individuals thinkabout and use patents.Mr.Spangenberg and his former teams have generated inexcess of$500 million in revenue and as principal,agent,and advisor hasgenerated over$2billion in patent financing and acquisition transactions.Erichhas also served as a chief

90、 executive officer in various other companies such as SIMAcquisition Corp.and IPwe,Inc.He has developed a network of companies,brokers,counsel,and experts in this industry.This network supports our team in sourcingand analyzing various opportunities,primarily those focused on monetization andlitigat

91、ion,in an efficient and cost-effective manner.Other members of ourexecutive team,including David Kutcher,director,chief financial officer andsenior managing directorcredit,has 14+years experience investing acrossasset classes and security types,and Jennifer Burdman,managing director,has over20 years

92、 of experience in evaluating,licensing,and enforcing the rightsassociated with IP assets in her capacity as outside counsel and in-house counseland Colin Bristow,managing director,has 15 years experience evaluating andinvesting in the healthcare space.Litigation InvestmentAs of June 15,2025,Sauvegar

93、der IM has entered into two IP litigation investmentagreements.SIM Licensing,a wholly-owned subsidiary,is a party to,and has certainrights to,a transaction pursuant to which a third-party company hasacquired 16 patents(and the right to license additional unrelatedpatents)covering fundamental aspects

94、 of geolocation technology.SIMLicensing agreed to fund a maximum of 3.0 million in costs expected tobe incurred by the third party in seeking to enforce these patents.SIMLicensing has a security interest in the patents at issue.Litigation hassince been initiated in the European Unified Patent Court(

95、“UPC”)and theRegional court of Munich,Germany.Those cases are proceeding but nodecisions have been rendered yet and the arrangement has generated norevenues to date.SIM Licensing further agreed to separately fund anadditional 1.0 million as required by the UPC and subsequently amendedthe patent secu

96、rity agreement to reflect this additional funding.GPool IP Protection LLC(“GPool IP”),a wholly-owned subsidiary ofSauvegarder IM,has entered into advisory and litigation related financingagreements related to US and ex-US patents related to hydrocarbonextraction technology.We would not directly,or i

97、ndirectly,own any IPassets which“touch the leaf.”No litigation has been filed yet underthese agreements,but we expect to do so in 2025.There can be no assurance that either of these arrangements will ever generate anyrevenues or will generate revenues at an acceptable margin and we may lose all,ora

98、portion,of our investment and any bonds(performance,injunction or otherwise)required to be posted.Patent AcquisitionsAs of June 15,2025,the following patent acquisitions were closed or were subjectto definitive documentation.Ultimately the transactions below will be a part ofour IP Licensing and/or

99、IP Litigation Investment strategies.SIM IP HXR LLC(“SIM HXR”),a wholly-owned subsidiary,entered into aPatent Purchase Agreement dated January 29,2025,pursuant to which SIMHXR agreed to purchase 500+patents and patent applications related tohaptics and extended reality technologies for a purchase pri

100、ce of$30million.A portion of the proceeds of this offering are expected to beutilized for the purchase of the SIM HXR portfolio.The HXR PatentPurchase Agreement was subsequently amended on May 28,2025 to extend theclosing date to May 30,2025,and again on May 30,2025 extending the dateto May 31,2025.

101、On May 31,2025,the closing date was further extended;provided,that if closing occurs after June 30,2025,the parties willnegotiate in good faith to reduce certain negative tax consequences to theseller.There can be no assurance that we will have adequate funding tocomplete this purchase in its entire

102、ty.Nixu FL IP Protection,LLC(“Nixu FL”),a wholly-owned subsidiary ofSauvegarder IM,owns all right,title and interest to certain patents andrelated patents that were assigned to it pursuant to a Patent PurchaseAgreement dated April 4,2025,by and between Nixu FL and Fusion Layer,Inc(“Fusion Layer”).Th

103、is22025/7/4 08:53sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htmhttps:/www.sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htm8/230Table of Contentsassignment includes 34 patents related to cloud computing,virtualnetworking,internet protocol address manage

104、ment technologies,withexpiration dates in 2029-2037,for a purchase price of$4.0 million.Thistransaction closed on April 17,2025.A portion of the proceeds of thisoffering are expected to be utilized for the payment of the remainingbalance of$2 million for the purchase of the Nixu FL portfolio.GL IP P

105、rotection,LLC(“GL IP”),a wholly-owned subsidiary ofSauvegarder IM,owns all right,title and interest to certain patents andrelated patents that were assigned to it pursuant to a Patent PurchaseAgreement dated May 2,2025.This assignment includes 19 granted patentsrelated to decoding,real-time video pr

106、ocessing,and secure datatransmission technologies,with expiration dates in 2033-2035.Theagreement also provides GL IP with the option to acquire another 126patents and patent applications in related technologies.SIM IP 2 LLC,a wholly-owned subsidiary of Sauvegarder IM(“SIM2”),ownsall right,title and

107、 interest to certain patents and related patents thatwere assigned to it pursuant to a Patent Assignment Agreement dated June20,2024,by and between SIM2 and AJOU University Industry-AcademicCooperation Foundation.This assignment includes 5 non-US patents,including two granted patents in Europe(valid

108、ated in Germany)withexpiration dates in 2030 and 2031,related to wireless communications,andwe anticipate seeking licensing transactions for these assets.SIM IP 6 LLC,a wholly-owned subsidiary of Sauvegarder IM(“SIM6”),alsoowns all right,title and interest to certain patents and related patentsthat

109、were assigned to it pursuant to a Patent Assignment Agreement datedNovember 19,2024,by and between SIM6 and Friendship Link Protocol,LLC.This assignment includes 11 US patents and 1 US patent application withanticipated expiration dates from 2031-2033,related to social networkgraph inference technol

110、ogies,and we anticipate seeking licensingtransactions for these assets.Tactical OpportunitiesOn February 28,2025,SIM Entertainment Litigation Fund LLC(“SIMEntertainment Litigation”),a wholly-owned subsidiary of Sauvegarder IMand subsidiary,entered into an agreement with Sergei Bespalov&Associates(“S

111、ourcing Agent”)pursuant to which Sourcing Agent willidentify and source creative talent with meritorious legal claims againststudios,production companies,streaming platforms,networks,and others,including,without limit,content creators,licensors and distributors.Sourcing Agent will also engage approv

112、ed legal counsel and propose anassessment and budget.SIM Entertainment Litigations intention is toprovide at least$5.0 million in funding for such monetization activitiesand enter into at least ten funding agreements in respect of such casesper year.SIM Entertainment Litigation entered into a Fundin

113、g Agreement dated May12,2025,with Sergei Bespalov pursuant to which it agreed to advance$250,000 to Mr.Bespalov against a$14 million legal fee claim.Thetransaction closed on May 19,2025.On March 31,2025,affiliates of Strong Force IP and SIM entered into anagreement regarding the development,sale and

114、 licensing of a limitednumber of patent assets that are technologically primarily focused onindustrial technology and are geographically primarily focused on Europe.Leveraging existing patent assets granted in the US and open patentapplications in Europe,after a development and patent prosecution st

115、ageto obtain additional issued patents in Europe that is expected to lastapproximately 12 months,SIM will have the ability to monetize theseassets under a revenue sharing arrangement with Strong Force.Theexpectation is that this strategic relationship may expand into othertechnologies and additional

116、 assets,if this initial relationship provesbeneficial for both parties.Other Potential TransactionsWe have also entered into two term sheets,and are in the process of negotiating afinal agreements regarding:(a)the acquisition of 33 granted US patents and 7pending US patent applications,with 7 grante

117、d patents outside the US related tospinal implant technology,and(b)the acquisition of 9 granted patents in the USand Europe related to power flow measurement and management of electric devices,including electric vehicle charging stations.In addition,Sauvegarder IM hasentered into one non-binding let

118、ter of intent related to providing advisoryservices and litigation related financing for copyright infringement claims.See“BusinessOur Assets”for more information.32025/7/4 08:53sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htmhttps:/www.sec.gov/Archives/edgar/data/2042176/0001

119、21390025061431/ea0218945-13.htm9/230Table of ContentsOur StrategyOur objective is to provide a range of attractive IP monetization solutions for IPowners.We intend to grow our business by acquiring and licensing assets whilepartnering with constituents across the IP asset value chain.Our ideal trans

120、actionis one where both the Company and the IP owner can generate significant returnsfrom what is otherwise an underperforming,infringed or underutilized asset.Ultimately our goal is to generate significant stockholder returns through what webelieve is widely misunderstood and often mispriced asset

121、class.Our growthstrategy is tailored to the needs of our partners through a variety of structuresin line with our IP-focused verticals:IP licensing,IP litigation investment,IPfinance,IP royalty acquisitions,and IP tactical opportunities.A key factor in the success of our business is sourcing,evaluat

122、ing and managingquality opportunities.A key part of our success depends on our ability torecognize IP where the value is not fully recognized,to strategically identifyopportunities for monetization of the IP,and to successfully engage with those IPowners to consummate a transaction.The next critical

123、 step is to effectivelycommunicate this value proposition to entities that are utilizing this IP or maybenefit from using this IP.In our view,this is a complicated and sometimeslengthy sourcing and sales cycle that requires skill sets that are developed withexperience in this field.We believe we are

124、 offering a solution for which there ispotential significant demand,but where there is also significant misunderstandingand significant competition from alternative providers.For example,many IP ownersturn to legal counsel for their IP related needs,sometimes overlookingmonetization opportunities.Ou

125、r view is that while legal counsel may be exceptionalat providing key services related to obtaining and maintaining IP,there are oftenmore synergies to be obtained by combining SIMs expertise with the services ofeffective IP litigation,prosecution and transactional counsel.Additionally,through our m

126、anagement teams experience and reputation,we also sourceopportunities through direct outreach from IP owners.Our AssetsLitigation InvestmentSIM Licensing,a wholly-owned subsidiary,is a party to,and has certain rights to,a transaction pursuant to which a third-party company has acquired 16 patents(an

127、dthe right to license additional unrelated patents)covering fundamental aspects ofgeolocation technology.SIM Licensing agreed to fund a maximum of 3.0 million incosts expected to be incurred by the third party in seeking to enforce thesepatents.SIM Licensing has a security interest in the patents at

128、 issue.As of June15,2025,the litigation has been initiated in the UPC and the Regional court ofMunich,Germany.As of June 15,2025 we have funded approximately 0.75 million(approximately$0.8 million)in connection with the litigation,and are committedto funding up to an additional 2.25 million(approxim

129、ately).We also funded anadditional 1.0 million(approximately$1.1 million)in performance bonds pursuantto amendments to the Patent Security Agreement and Pay Proceeds Agreement whichincreased the aggregate commitment to 4.0 million.We hold a security interest inthe subject IP.As of March 31,2025,we d

130、etermined that an amicable resolution isnot likely to be reached in the near term,in part because of the significant valueplaced on the IP and claims being asserted.As a result,we have established a fullcredit allowance against that balance and caution investors there can be noassurance this arrange

131、ment will ever generate any revenue,generate revenue inexcess of our investment or will generate revenues at an acceptable margin.As of June 15,2025,GPool IP,a wholly-owned subsidiary of Sauvegarder IM,hasentered into advisory and litigation related financing agreements related to US andex-US patent

132、s related to hydrocarbon extraction technology.We would not directly,or indirectly,own any IP assets which“touch the leaf.”No litigation has beenfiled yet under these agreements.There can be no assurance this arrangement willever generate any revenues or will generate revenues at an acceptable margi

133、n.Patent AcquisitionsAs of June 15,2025,SIM HXR has entered into a Patent Purchase Agreement datedJanuary 29,2025,pursuant to which SIM HXR agreed to purchase 500+patents relatedto haptics and extended reality technologies for a purchase price of$30 million.Aportion of the proceeds of this offering

134、are expected to be utilized for thepurchase of the SIM HXR portfolio.The HXR Patent Purchase Agreement wassubsequently amended on May 28,2025 to extend the closing date to May 30,2025,and again on May 30,2025 extending the date to May 31,2025.On May 31,2025,theclosing date was further extended;provi

135、ded,that if closing occurs after June 30,2025 the parties will negotiate in good faith to reduce certain negative taxconsequences to the seller.There can be no assurance that we will have adequatefunding to complete this purchase in its entirety,will ever generate any revenueif completed,generate re

136、venue in excess of our funded amounts,or will generaterevenues at an acceptable margin.42025/7/4 08:53sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htmhttps:/www.sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htm10/230Table of ContentsAs of June 15,2025,Nix

137、u FL has entered into a Patent Purchase Agreement datedApril 4,2025,pursuant to which Nixu FL has purchased 34 patents including 3 USpatents and 31 additional granted patents in Austria,China,Germany,Spain,Finland,India,Italy,and Japan related to cloud computing,virtual networking andinternet protoc

138、ol address management,with anticipated expiration dates in 2029-2037,for a purchase price of$4.0 million($2.0 million up front and fouradditional quarterly payments of$500,000)and a specified percentage of netrecoveries.This transaction closed on April 17,2025.There can be no assurancethey will ever

139、 generate any revenue,generate revenue in excess of our fundedamounts,or will generate revenues at an acceptable margin.As of June 15,2025,GL IP has entered into a Patent Purchase Agreement dated May2,2025,pursuant to which GL IP has purchased right,title and interest to certainpatents and related p

140、atents.This assignment includes 19 granted patents related todecoding,real-time video processing,and secure data transmission technologies,with anticipated expiration dates in 2033-2035.The agreement also provides GL IPwith the option to acquire another 126 patents and patent applications in related

141、technologies.There can be no assurance that we will ever generate any revenue fromthese creative cases,generate revenue in excess of our funded amounts,or willgenerate revenues at an acceptable margin.As of June 15,2025,SIM2,was assigned 5 non-US patents,including 2 grantedpatents in Europe(validate

142、d in Germany)related to wireless communications,pursuant to that Patent Assignment Agreement dated June 20,2024,with AJOUUniversity Industry-Academic Cooperation Foundation.Those European patents areanticipated to expire in 2030 and 2031.We anticipate seeking licensingtransactions for this IP throug

143、h consensual negotiations,but we are prepared tolaunch litigation if necessary to obtain licenses.All of these principaltransactions are in their very early stages and have generated no revenues to date.There can be no assurance they will ever generate any revenue,generate revenue inexcess of our fu

144、nded amounts,or will generate revenues at an acceptable margin.As of June 15,2025,SIM Tech Licensing LLC entered an IP advisory agreement withZerify,Inc.on August 25,2024.Pursuant to this agreement,SIM Licensing shallact as worldwide intellectual property licensing agents for patents owned byZerify,

145、Inc.As of June 15,2025,SIM6,a wholly-owned subsidiary of Sauvegarder IM,also ownedall right,title and interest to 11 US patents 1 US patent application related tosocial network graph interface technologies that were assigned to it pursuant tothat Patent Purchase Agreement dated November 19,2024,with

146、 Frank David Serena andFriendship Link Protocol LLC.There can be no assurance they will ever generate anyrevenue,generate revenue in excess of our funded amounts,or will generaterevenues at an acceptable margin.Tactical OpportunitiesAs of June 15,2025,SIM Entertainment Litigation entered into an agr

147、eement withSourcing Agent pursuant to which Sourcing Agent will identify and source creativetalent with meritorious legal claims against studios,production companies,streaming platforms,networks,and others,including,without limit,contentcreators,licensors and distributors.Sourcing Agent will also en

148、gage approvedlegal counsel and propose an assessment and budget.SIM Entertainment Litigationsintention is to provide at least$5.0 million in funding for such monetizationactivities and enter into at least ten funding agreements in respect of such casesper year.There can be no assurance that we will

149、ever generate any revenue fromthese creative cases,generate revenue in excess of our funded amounts,or willgenerate revenues at an acceptable margin.As of June 15,2025,SIM Entertainment Litigation entered into a Funding Agreementdated May 12,2025,with Sergei Bespalov pursuant to which it agreed to a

150、dvance$250,000 to Mr.Bespalov against a$14 million legal fee claim.The transactionclosed on May 19,2025.As of June 15,2025,affiliates of Strong Force IP and SIM entered into anagreement regarding the development,sale and licensing of a limited number ofpatent assets that are technologically primaril

151、y focused on industrial technologyand are geographically primarily focused on Europe on March 31,2025.Leveragingexisting patent assets granted in the US and open patent applications in Europe,after a development and patent prosecution stage to obtain additional issuedpatents in Europe that is expect

152、ed to last approximately 12 months,SIM will havethe ability to monetize these assets under a revenue sharing arrangement withStrong Force.The expectation is that this strategic relationship may expand intoother technologies and additional assets,if this initial relationship provesbeneficial for both

153、 parties.52025/7/4 08:53sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htmhttps:/www.sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htm11/230Table of ContentsSIM IP finalized and entered into an intellectual property license pursuant towhich SIM IP received

154、a worldwide,non-exclusive,license to Spectral AIs 1 patentasset for the purposes of commercializing and monetizing outside the core areas offocus of Spectral AI on market terms and conditions that are to be finalized.Potential TransactionsAs of June 15,2025,we have also entered into term sheets,and

155、are negotiatingfinal documents related to the following patent acquisitions:33 granted US patents,7 pending US patent applications and 7 grantedpatents in Australia,Canada,Germany and Mexico related to spinal implanttechnology.We expect to acquire these patents for$4.0 million($2.5million up front a

156、nd six additional quarterly payments of$250,000)and aspecified percentage of net recoveries.There can be no assurance theywill ever generate any revenue,generate revenue in excess of our fundedamounts,or will generate revenues at an acceptable margin.9 granted patents in the US and Europe related to

157、 power flow measurementand management of electric devices,including electric vehicle chargingstations.We expect to acquire these patents for$1.0 million and aspecified percentage of net recoveries.There can be no assurance theywill ever generate any revenue,generate revenue in excess of our fundedam

158、ounts,or will generate revenues at an acceptable margin.As of June 15,2025,Sauvegarder IM has entered into one non-binding letter ofintent related to providing advisory services and litigation related financing forcopyright infringement claims.There can be no assurance that we will ever generateany

159、revenue from these creative cases,generate revenue in excess of our fundedamounts,or will generate revenues at an acceptable margin.IP Financing and IP Royalty AcquisitionsAs of June 15,2025,we have not entered into any structured financing agreementsoutside IP litigation or entered into any agreeme

160、nts to acquire any royalties.There can be no assurance we ever will enter into any such agreements or evergenerate any revenues or other returns or will generate revenues or returns at anacceptable margin.Sourcing,Analysis,Investment and ExecutionA key to our business is to source and execute on IP

161、transactional opportunitiesand this is not a simple undertaking.Although electronic resources such ascomputerized IP analytic systems and the generative artificial intelligence(“Generative AI”)resources developed by third parties for such purposes arehelpful in identifying and analyzing IP opportuni

162、ties,there is still a significanthuman interaction and human analytic component required to complete the analysis,complete a business relationship with the IP owner and to executed and consummate atransaction.We use AI resources generally in our day-to-day analysis ofopportunities.However,our busine

163、ss model is not reliant on such AI resources.Asdiscussed below,our business is focused on the human interaction and humananalytical component.Sourcing.A key factor in the success of our business is sourcing qualityopportunities.We rely on our reputation,and network of companies,investors,brokers,ban

164、kers,counsel and experts that key members of our management havedeveloped over manyyears.We encourage cooperation through our network by offeringcompensation typically in the form of participating in the upside,ifanyand making decisions quick to permit our network to shop the opportunity toothers if

165、 we are not interested in pursuing the opportunity for some reason.Analysis.We conduct a review that consists of various steps of analysiswhich we refer to as“screens.”The steps in the screening process are meant toquickly eliminate opportunities that do not meet our requirements.This process onaver

166、age typically takes over 30days to complete and can take longer depending onthe nature of the technology at issue,and responsiveness of the IP owner to duediligence inquires.This process requires significant internal and externalresources and a financial commitment on our part as the experts and cou

167、nsel may beexpensive and qualified counsel and experts are in tight supply and can demandpremium rates.Key members of our management are involved in this analysis whichfurther results in resource constraints.We endeavor to use technology to reducethese costs with tools like Generative AI,but we are

168、not able to rely solely ontechnology to complete this analysis phase.Execution.Executing a transaction is a difficult process and can require thecommitment of a substantial amount of human and financial resources.Furthermore,atransaction may never be consummated for a variety of reasons,including du

169、ediligence concerns,allocation of capital and resources,and the failure tosuccessfully negotiate a successful agreement62025/7/4 08:53sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htmhttps:/www.sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htm12/230Table o

170、f Contentsfor a licensing,credit,financing,royalty or other transaction.Even if atransaction is consummated with the IP owner,this does not guarantee a successfuloutcome for our investors.In general,all the IP-related transactions we evaluateinvolve a high degree of risk and may result in significan

171、t losses,some of whichrisks we are able to reduce but not eliminate.Market OverviewIntellectual Property.According to the World Intellectual PropertyOrganization,the United Nations agency that serves the worlds innovators andcreators,IP broadly refers to creations of the mind,such as inventions,lite

172、raryand artistic words,designs,and symbols,names and images used in commerce.IP isa subset of a very large asset class known as intangible assets(in contrast totangible assets).The IP assets that we currently focus on primarily consists ofpatents,but we regularly evaluate potential opportunities of

173、other IP assets,including copyrights,trademarks,trade secrets and,on occasion,non-IP assetslike data rights as well as non-IP related litigation finance opportunities.Patents,trademarks and copyrights are issued by approximately 193 individualsovereign governments around the world.These government i

174、ssued rights exist on acountry-by-country basis.With respect to patents,the specific rights are issuedby these governments through a complex legal process that often requires theapplicant and owner not only to present a novel and innovative idea or work that isable to be protected,but also requires

175、significant financial investment and otherresources to obtain and maintain.Monetization and Utilization of IP-Related Assets.Similar to tangibleassets,intangible IP assets can be used as the basis for financing,investment andmonetization opportunities,including enforcement and licensing.IP assets ar

176、e regularly developed as part of the overall productivity and growth ofa company.In fact,many IP owners in industry and academia concentrate efforts(and financial resources)on creating IP and filing for protection of the IP,inour view,without knowing how to effectively monetize it.These IP owners de

177、vote asignificant amount of money and resources to create novel IP,but often a lack of afulsome life-cycle IP monetization plan prevents them from getting a reasonablereturn on their investments.There are significant potential revenue streams associated with global IPtransactions.According to recent

178、 reports,studies estimate that intellectualproperty represents more than a third of the market value of US publicly tradedcompanies.In 2016,the total revenue created by licensing IP accounted for$116billion;it has grown three folds in 2020 and is subject to increase in thecoming decade.In a 2024 ana

179、lysis by the Richardson Oliver Law Group,thecumulative asking price of patents on the market was estimated to be about$45billion.Sales represented almost$16 billion in asking prices and projectedthrough to the first quarter of 2025 cumulative total sales to reach over$17billion.In our experience,mos

180、t IP owners do not generate significant returns on their IPand at least some of those IP owners are seeking alternatives to enhance returns onwhat we view as a critical asset class in a knowledge-based economy.We seek toserve the needs of this sub-class of IP owners who are looking for enhancedfinan

181、cial alternatives for their IP assets.The Role of IP Licensing.This IP monetization strategy involves the IP ownerlicensing the right to use particular IP to other companies pursuant to a licensingagreement.These licensing agreements have various terms,including either fixedlump sum payments or paym

182、ents based on volumes sold,and can be restricted toindustries,lines of business,fields of use,or geographic regions.As of 2023,the market size of intellectual property licensing in the United States wasestimated to be approximately$62.18billion,increasing from$43.5billion in2013.The Role of IP Litig

183、ation.The ability to institute legal proceedings involving theassertion of IP assets,whether infringement actions or contractual disputesrelated to IP rights,is inherent to the value of IP assets.The collection ofdamages related to the improper or unauthorized use of IP can be a significantsource of

184、 revenue to the IP holder.According to the United States GovernmentAccountability Office(“GAO”),commercial TPLF funders typically provide millionsof dollars in funding for high-value litigation and arbitration.For example,onetrade association estimated its members(commercial funders)invested in liti

185、gationwith damages worth$10 million or more,and typically invested a minimum of$2million per transaction.Additionally,three commercial litigation funders GAOcollected data from deployed,on average,about$2.3 million per single-caseagreement and$4.5 million per portfolio agreement over the last 5 year

186、s.Similarly,a TPLF market report found that,in 2021,the average value of newsingle-case arrangements for the commercial funders that provided data was$3.5million and the average value of portfolio arrangements was$8.5million.In2020,U.S.companies spent total of$22.8billion on litigation.72025/7/4 08:

187、53sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htmhttps:/www.sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htm13/230Table of ContentsSee“BusinessMarket Overview”for more information.Corporate History and ReorganizationSauvegarder IM was formed in Delaware

188、 on March 25,2024 and SIM Licensing wasformed in Delaware on January22,2024.On August13,2024,the holders of theoutstanding membership interests in SIM Licensing(the“Licensing LLC Interests”)exchanged their Licensing LLC Interests to Sauvegarder IM in exchange for 200,000shares of Company Common Stoc

189、k.Effective March 18,2025,Sauvegarder IM convertedfrom a Delaware corporation to a Texas corporation.On March 18,2025,Sauvegarder IM entered into subscription agreements with certainaccredited investors for the sale of approximately 2,520,090 shares of SauvegarderIM,pursuant to which such investors

190、agreed to purchase an aggregate of 1,680,060common stock of Sauvegarder IM at a price per share of$4.00,plus an additionalone-half()of a share of common stock for each share of Sauvegarder IM purchased(for an aggregate 840,030).Such Sauvegarder Bridge Financing closed on March 26,2025 and such share

191、s were issued in reliance upon the exemption from theregistration requirements of the Securities Act,as set forth in Section 4(a)(2)and Rule 506(b)of Regulation D under the Securities Act.SIM IP was formed on March 7,2024 as a Delaware corporation and wholly-ownedsubsidiary of Spectral AI to advance

192、 artificial intelligent intellectual propertywith a specific emphasis on healthcare.Effective April 4,2025,SIM IP convertedfrom a Delaware corporation to a Texas corporation.Prior to this offering,theCompany will acquire all of the outstanding equity interests in Sauvegarder IM inexchange for the Re

193、organization Shares,pursuant to the exemption from registrationprovided by Section 4(a)(2)of the Securities Act.This transaction,referred to asthe Reorganization,will occur prior to the effectiveness of this registrationstatement of which this prospectus is a part.Spectral AI will remain a sharehold

194、erof the Company following the Reorganization and this offering.In May 2024,Spectral AI appointed its director,Mr.Spangenberg,as the chiefexecutive officer of SIM IP,with the goal to create an IP-focused enterprise thatwould require limited company management resources due to Mr.Spangenbergsexperien

195、ce with IP monetization and global network in this space.In November 2024,Spectral AI announced its plan to combine SIM IP with Sauvegarder IM and spin-offthe combined company.Spectral AI is focused on medical diagnostics for faster andmore accurate treatment decisions in wound care.With the propose

196、d transaction withSauvegarder IM,Spectral AI seeks to maximize stockholder value through SIM IPsfocus on a broader IP ecosystem that present significant growth potential outsidethe Companys core focus on medical diagnostics.On November 4,2024,the Company entered into a Purchase Agreement(as amended,

197、the“Purchase Agreement”)with Sauvegarder IM.Pursuant to the Purchase Agreement,theCompany will acquire all of the outstanding common stock of Sauvegarder IM,valuedat approximately$176.9 million,in exchange for issuing to the Legacy SIM Holders21,399,851 shares of Company Common Stock and 22,827,380

198、shares of preferred stockof the Company,subject to certain closing conditions being met including theCompany satisfying(or being substantially certain to satisfy)all necessarypreconditions to list the Company Common Stock on Nasdaq.The value of the CompanyCommon Stock to be issued to Sauvegarder IM

199、excludes any value attributable to the12,235,000 equity incentive awards issued and outstanding,or the 100,804 warrantsissued to the placement agent on March 26,2025 and is based on a price of$4.00per share.Additionally,Spectral AI has agreed to forfeit all shares of SpectralIP it holds other than 1

200、,849,102,which is the value the parties attribute to theintellectual property license agreement held by Spectral IP.Timing of the Reorganization and OfferingThe Reorganization will be completed first.The Reorganization is contingent uponthe Company satisfying(or being substantially certain to satisf

201、y)all necessarypreconditions to list the Company Common Stock on Nasdaq.Following theReorganization,we intend to concurrently complete and consummate this offering.Inconnection with the closing of this offering,the Company will be changing its nameto SIM IP,Inc.This offering is contingent on the lis

202、ting of our shares on Nasdaq.82025/7/4 08:53sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htmhttps:/www.sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htm14/230Table of ContentsOrganizational ChartSet forth below is the current organizational chart displayi

203、ng the corporatestructure of the Company and Sauvegarder IM:Set forth below is the proposed organizational chart displaying the corporatestructure of the Company and Sauvegarder IM following the Reorganization.92025/7/4 08:53sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htmhttp

204、s:/www.sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htm15/230Table of ContentsSet forth below is the proposed organizational chart displaying the corporatestructure of the Company and Sauvegarder IM immediately following our initiallisting(assuming a public offering of approxi

205、mately 8%of the outstanding sharesof Company Common Stock and the conversion of all outstanding preferred stock ofSpectral IP):After the Reorganization and offering,we will be an independent,publicly tradedcompany.Recent DevelopmentsBridge FinancingOn March 18,2025,Sauvegarder IM entered into subscr

206、iption agreements with certainaccredited investors for the sale of approximately 2,520,090 shares of SauvegarderIM,pursuant to which such investors agreed to purchase an aggregate of 1,680,060common stock of Sauvegarder IM at a price per share of$4.00,plus an additionalone-half()of a share of common

207、 stock for each share of Sauvegarder IM purchased(for an aggregate 840,030).Such Sauvegarder Bridge Financing closed on March 26,2025 and such shares were issued in reliance upon the exemption from theregistration requirements of the Securities Act,as set forth in Section 4(a)(2)and Rule 506(b)of Re

208、gulation D under the Securities Act.Corporate informationOur principal executive office is located at 2515 McKinney Avenue,Suite 1000,Dallas,Texas 75201.Upon the Reorganization,our principal executive office willbe located at 78 SW 7th Street,Suite 500,Miami,FL33130.Our telephone number is(972)499-4

209、934 and upon the Reorganization will be(786)753-9305.Our website address is www.simip.io.The information on,or that can be accessedthrough,our website is not part of this prospectus and is not incorporated byreference herein.We have included our website address as an inactive textualreference only.I

210、mplications of being an emerging growth company and a smaller reportingcompanyWe are an“emerging growth company,”as defined in the Jumpstart Our BusinessStartups Actof2012(the“JOBS Act”).We will remain an emerging growth companyuntil the earliest of:(i)the lastday of the fiscal year following the fi

211、fthanniversary of the consummation of this offering;(ii)the lastday of the fiscalyear in which we have total annual gross revenue of at least$1.235 billion;(iii)the lastday of the fiscal year in which we are deemed to be a“largeaccelerated filer”as defined in Rule12b-2 under the SecuritiesExchangeAc

212、tof1934,as amended(the“ExchangeAct”),which102025/7/4 08:53sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htmhttps:/www.sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htm16/230Table of Contentswould occur if the market value of our Company Common Stock held b

213、y non-affiliatesexceeded$700.0million as of the last businessday of the second fiscal quarterof such year;or(iv)the date on which we have issued more than$1.0billion innon-convertible debt securities during the prior three-year period.An emerginggrowth company may take advantage of specified reduced

214、 reporting requirements andis relieved of certain other significant requirements that are otherwise generallyapplicable to public companies.As an emerging growth company:we will present in this prospectus only two years of audited annualfinancial statements,plus any required unaudited interim conden

215、sedfinancial statements,and related managements discussion and analysis offinancial condition and results of operations;we will avail ourselves of the exemption from the requirement to obtain anattestation and report from our independent registered public accountingfirm on the assessment of our inte

216、rnal control over financial reportingpursuant to the Sarbanes-Oxley Actof2002;we will provide less extensive disclosure about our executive compensationarrangements;andwe will not require non-binding,advisory stockholder votes on executivecompensation or golden parachute arrangements.In addition,the

217、 JOBS Act provides that an emerging growth company can takeadvantage of an extended transition period for complying with new or revisedaccounting standards.This provision allows an emerging growth company to delay theadoption of some accounting standards until those standards would otherwise applyto

218、 private companies.We have elected to use the extended transition period for anyother new or revised accounting standards during the period in which we remain anemerging growth company;however,we have and may adopt certain new or revisedaccounting standards early.As a result,the information in this

219、prospectus and that we provide to ourinvestors in the future may be different than what you might receive from otherpublic reporting companies.We are also a“smaller reporting company,”as defined in the ExchangeAct.We maycontinue to be a smaller reporting company even after we are no longer an emergi

220、nggrowth company.We may take advantage of certain of the scaled disclosuresavailable to smaller reporting companies and will be able to take advantage ofthese scaled disclosures for so long as the market value of our voting and non-voting Company Common Stock held by non-affiliates is less than$250.

221、0 millionmeasured on the last business day of our second fiscal quarter,or our annualrevenue is less than$100.0million during the most recently completed fiscal yearand the market value of our voting and non-voting Company Common Stock held by non-affiliates is less than$700.0million measured on the

222、 last businessday of oursecond fiscal quarter.112025/7/4 08:53sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htmhttps:/www.sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htm17/230Table of ContentsTHE OFFERINGCommon stock offered by us 3,750,000 shares.Option

223、 to purchase additionalshares We have granted the underwriters an option topurchase up to 562,500 additional shares ofCompany Common Stock from us at any time within45days from the date of this prospectus.Offering Price:For purposes of this prospectus,the assumedinitial public offering price is$4.00

224、 per share(the low end of the price range set forth on thecover page of this prospectus).Common stock to beoutstanding immediatelyafter this offering(1)26,998,953 shares(or 27,561,453 shares if theunderwriters exercise their option to purchaseadditional shares in full).Use of proceeds We estimate th

225、at the net proceeds to us from thisoffering will be approximately$12.2 million(orapproximately$14.3 million if the underwritersexercise their option to purchase additionalshares in full),assuming an initial publicoffering price of$4.00 per share(the low end ofthe price range set forth on the cover p

226、age ofthis prospectus)and after deducting estimatedunderwriting discounts and commissions andestimated offering expenses payable by us.We currently intend to use approximately$4.0million of the net proceeds from this offering topay for the remaining obligations related tointellectual property assets

227、 that we haveacquired or financed,including the Nixu FLpurchase and Gene Pool advances.Specifically,these payments will satisfy outstanding balancesdue under the previously executed agreementsrelated to these assets.The remainder of the netproceeds will be used for general corporatepurposes,includin

228、g the enforcement andmonetization of owned and financed portfolios.See the section titled“Use of Proceeds.”Risk Factors See the section titled“Risk factors”on page17 if this prospectus and other informationincluded in this prospectus for a discussion offactors you should carefully consider beforedec

229、iding whether to invest in our Company CommonStock.Proposed Nasdaq tradingsymbol“SMIP”Representatives Warrants:We have also agreed to issue to theRepresentative warrants to purchase an aggregateof 8.0%of the shares of Company Common Stocksold in this offering(including any shares soldin the offering

230、 to cover over-allotment).Thewarrants will have an exercise price equal to125.0%of the offering price of the CompanyCommon Stock sold in this offering and may beexercised on a cashless basis.The warrants areexercisable commencing 181 days from the date ofthe commencement of the sales of the publicse

231、curities in this offering and will expire onthe sixty(60)months anniversary of the date ofeffectiveness of this Registration Statement.Thewarrants will have a cashless exercise provisionand provide for customary anti-dilutionprovisions,one time demand registration at theCompanys expense,and unlimite

232、d“piggyback”registration rights with respect to theregistration of the shares underlying thewarrants for a period of five years after theclosing of this offering.The registrationstatement of which this prospectus forms a partalso registers the issuance of the shares ofCompany Common Stock issuable u

233、pon exercise ofthe Representatives warrants.See the“UnderwritingUnderwriter Warrants”sectionfor more information.122025/7/4 08:53sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htmhttps:/www.sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htm18/230Table of Con

234、tentsLock-Ups We have agreed with the Representative not tooffer for sale,issue,sell,contract to sell,pledge or otherwise dispose of any of our CompanyCommon Stock or securities convertible intoCompany Common Stock for a period of 365 daysafter the date of this prospectus.Our directors,executive off

235、icers and stockholders,except forthe Selling Stockholders named in the ResaleProspectus also forming part of this registrationstatement,have agreed with the Representativenot to offer for sale,issue,sell,contract tosell,pledge or otherwise dispose of any of ourCompany Common Stock or securities conv

236、ertibleinto Company Common Stock for a period of180days after the date of this prospectus.Theunderwriters have agreed to waive the lock-uprequirement for shares of Company Common Stockbeing sold by the Selling Stockholders named inthe Resale Prospectus also filed as part of thisregistration statemen

237、t.See“UnderwritingLock-Up Agreements.”Furthermore,certain lock-up parties shall enterinto a leak out agreement with the Representativeending December 31,2025(the“Leak-OutPeriod”),wherein they shall only be entitled tosell,dispose,transfer,assign,pledge orhypothecate or enter into any such transactio

238、n tosuch effect,directly or indirectly,(including,without limitation,any sales,short sales,swapsor any derivative transactions that would beequivalent to any sales or short positions)(eacha“Disposition”),on any day during the Leak-Out Period,shares of unrestricted Company CommonStock equal to no mor

239、e than twenty(20%)percentof the trading volume of Company Common Stock asreported by Bloomberg,LP for trading day priorto the Disposition.For additional informationregarding our arrangement with the underwriters,please see“Underwriting.”Dividend Policy We do not anticipate declaring or paying any ca

240、shdividends on our Company Common Stock followingour public offering._(1)Unless we specifically state otherwise or the context otherwise requires,the number ofshares of Company Common Stock to be outstanding immediately after this offering is based on23,248,953 shares of Company Common Stock outstan

241、ding as of June 15,2025(pro forma for theReorganization)and excludes:(i)12,235,000 shares of our Company Common Stock underlying the awards issued underSauvegarder IMs 2024 Incentive Award Plan(the“2024 Plan”)and(ii)2,848,600shares of Company Common Stock issuable after this offering and reserved fo

242、r issuanceunder the 2024 Plan,in each case that will be assumed by Spectral IP as part of theReorganization,as well as any future increases in the number of shares of CompanyCommon Stock reserved for issuance under the 2024 Plan;the exercise by the underwriters of their option to purchase up to 562,

243、500 additionalshares of Company Common Stock from us to cover over-allotments,if any;100,804 shares of our Company Common Stock issuable upon exercise of the placementagent warrant issued by the Company to Dominari Securities LLC(“Dominari”)on March26,2025;andthe exercise of the Representatives warr

244、ants to be issued upon consummation of thisoffering,which would be a maximum of 300,000 shares underlying such representativeswarrants assuming a total of 3,750,000 shares are issued in this offering(or a maximumof 345,000 shares if the underwriters exercise the over-allotment option in full),atan e

245、xercise price equal to 125%of the initial offering price of the Company CommonStock.Unless we specifically state otherwise or the context otherwise requires,thisprospectus reflects and assumes the following:the adoption,filing and effectiveness of our certificate of formation andthe adoption of our

246、bylaws,which were effective on April 4,2025;the completion of the Reorganization;andno exercise by the underwriters of their option to purchase up to 562,500additional shares of Company Common Stock in this offering.132025/7/4 08:53sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.

247、htmhttps:/www.sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htm19/230Table of ContentsRisk factors summaryOur business is subject to a number of risks of which you should be aware beforemaking a decision to invest in our Company Common Stock.These risks are more fullydescribed

248、in the section of this prospectus titled“Risk factors”which begins onpage 17 of this prospectus.These risks include,among others,the following:We are an early-stage IP investment company and have incurred significantlosses since our inception,and we expect to incur losses for theforeseeable future.W

249、e have no revenue to date and may never achieve ormaintain profitability,which makes it difficult to evaluate our prospectsand likelihood of success.Our limited history makes it difficult to evaluate our business andprospects and may increase the risks associated with your investment.We rely on a fe

250、w key employees whose absence or loss could adverselyaffect our business.Our success depends on our ability to source suitable IP assets tofinance,to source underutilized IP for monetization campaigns and todevelop the market for,and source transactions for IP royaltyacquisitions outside pharmaceuti

251、cals and music,and our failure to do socould have a material adverse effect on our business,financial position,results of operations and/or liquidity.The estimates of market opportunity and forecasts of market growthincluded in this prospectus may prove to be smaller than we believe,andeven if the m

252、arkets in which we compete achieve the forecasted growth,ourbusiness may not grow at similar rates,or at all.We may become exposed to costly and damaging lawsuits as a result of ourIP monetization businesses.Our reliance on a limited number of assets and operations may adverselyaffect our business,f

253、inancial condition and results of operation.Our business may be subject to interest rate,foreign exchange andinflation and banking industry risk.We rely on third parties to assist us in identifying,analyzing,andexecuting our intellectual property-based transactions.If these thirdparties do not succe

254、ssfully carry out their contractual duties,perform inthe manner we expect or meet expected deadlines,our ability to execute onany(or all)of our business strategies may be adversely affected.Intellectual property is subject to evolving legislation,regulations,andrules associated with patent law.Litig

255、ation outcomes are risky and difficult to predict,and a loss in alitigation matter may result in the total loss of our capital associatedwith that matter.Our revenues,earnings and cash flows can vary materially between periodsas both the timing of resolution and the outcome of litigation matters are

256、difficult to predict.The successful enforcement of IP we may invest in relies in part upon ourability to retain the best legal counsel in order to achieve favorableoutcomes from litigation,and they may become conflicted out ofrepresenting us or the plaintiff.We expect IP litigation-related legal exp

257、enses to continue to fluctuatefrom period to period.Once our Company Common Stock is listed on Nasdaq,there can be noassurance that we will be able to comply with Nasdaqs continued listingstandards.Our stock price may be volatile or may decline regardless of our operatingperformance,resulting in sub

258、stantial losses for investors.Our principal stockholders and management own a significant percentage ofour stock and will be able to exert significant control over matterssubject to stockholder approval.We do not currently intend to pay dividends on our common stock,so anyreturns will be limited to

259、the value of our Company Common Stock.Before you invest in our Company Common Stock,you should carefully consider all ofthe information in this prospectus,including matters set forth in the sectiontitled“Risk factors.”142025/7/4 08:53sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-1

260、3.htmhttps:/www.sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htm20/230Table of ContentsSUMMARY FINANCIAL DATAThe following tables contain summary historical financial data for Sauvegarder IM,the Companys accounting predecessor.Sauvegarder IM was formed on March25,2024.Such dat

261、a as of December 31,2024 and for the period from March 25,2024(inception),through December 31,2024,has been derived from the audited financialstatements of Sauvegarder IM and such data as of March 31,2025 and for the threemonth period ended March 31,2025,has been derived from the unaudited financial

262、statements of Sauvegarder IM,each included elsewhere in this prospectus.Thefollowing summary also reflects the unaudited pro forma combined financial datareflects the combined financial statements of the Company following theReorganization.We derived the summary unaudited pro forma combined statemen

263、t ofoperations data for the period from March25,2024(inception)through December 31,2024 and for the three-month period ended March 31,2025,as set forth below,fromour unaudited pro forma combined financial information included in the“UnauditedPro Forma Financial Statements”sectionof this information

264、statement.The summary unaudited pro forma financial data presented has been prepared toreflect the transactions described in the Unaudited Pro Forma Financial Statementsand has been derived from our audited pro forma financial statements includedelsewhere in this prospectus.The unaudited pro forma s

265、tatement of operations datafor the period from March25,2024(inception)to December 31,2024,gives effectto the Reorganization as if it had occurred on March25,2024.The unaudited proforma balance sheet data reflects our financial condition as if the Reorganizationhad occurred on December 31,2024 and Ma

266、rch 31,2025,respectively.The assumptionsused and pro forma adjustments derived from such assumptions are based on currentlyavailable information.The summary unaudited pro forma financial statements are not necessarily indicativeof our results of operations or financial condition had the Reorganizati

267、on beencompleted on the dates assumed.Also,they may not reflect the results ofoperations or financial condition that would have resulted had we been operating asa separate,publicly traded company during such periods.In addition,they are notnecessarily indicative of our future results of operations,f

268、inancial condition orcash flows.The information below is only a summary and should be read in conjunction withSauvegarder IMs audited financial statements,and the notes and schedules relatedthereto,which are included elsewhere in this prospectus and the section titled“Managements Discussion and Anal

269、ysis of Financial Conditions and Results ofOperations.”Sauvegarder IMs historical results are not necessarily indicative offuture results.The unaudited pro forma financial information constitutes forward-looking information and is subject to certain risks and uncertainties that couldcause actual res

270、ults to differ materially from those anticipated.See“CautionaryNoteRegarding Forward-Looking Statements”included elsewhere in this informationstatement.Pro Forma Historical Period endedMarch 25,2024(inception)toDecember 31,2024 Three MonthsendedMarch 31,2025 Period endedMarch 25,2024(inception)toDec

271、ember 31,2024 Three MonthsendedMarch 31,2025 (unaudited)(unaudited)(audited)(unaudited)Statements ofoperations andcomprehensiveloss data:Operating expenses:General andadministrative$9,456,105$4,487,364$1,488,136$4,409,491Transaction costs 117,318 12,683 Total operatingexpenses 9,573,422 4,500,047 1,

272、488,136 4,409,491Loss from operations (9,573,422)(4,500,047)(1,448,136)(4,409,491)Net loss$(11,335,803)$(4,490,491)$(2,859,238)$(4,399,935)Net loss per shareattributable to commonstockholders,basicand diluted$(0.42)$(0.17)$(0.22)$(0.26)Pro forma weighted-average shares ofcommon stockoutstanding,basi

273、c anddiluted(unaudited)26,998,953 26,998,953 13,037,367 16,840,005152025/7/4 08:53sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htmhttps:/www.sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htm21/230Table of Contents December 31,2024 March 31,2025 March 31,2

274、025 Actual Proforma(1)Proformaasadjusted(2)(3)(audited)(unaudited)(unaudited)Balance sheet data:Cash$2,143,997$6,446,448$6,803,101$19,716,007Total assets$2,353,997$7,133,568$7,558,221$19,716,007Mezzanine Equity SeriesA convertiblepreferred stock,$0.001 par value,40,000,000 authorized;25,007,141 issu

275、ed andoutstanding as ofDecember 31,2024(liquidationpreference of$25,007)and March 31,2025(liquidationpreference of$25,007)4,651,750 4,651,750 3,888,834 3,888,834Stockholders deficit Preferred stock,$0.001par value,50,000,000authorized,40,000,000designated asSeriesA ConvertiblePreferred Stock as ofDe

276、cember 31,2024 andMarch 31,2025 Common stock,$0.001 parvalue,100,000,000authorized,16,700,000and 19,220,000 sharesissued and outstandingas of December 31,2024 and March 31,2025,respectively 16,700 19,220 2,325 2,700Additional paid-incapital 7,619 6,732,888 7,843,650 20,409,891Accumulated deficit(3,3

277、91,932)(7,791,867)(7,814,546)(7,814,546)Total stockholders(deficit)equity(3,367,613)(1,039,759)31,430 12,598,045Total liabilities,mezzanine equity andstockholders(deficit)equity$2,353,997$7,133,568$7,558,221$19,716,007_(1)The pro forma balance sheet data gives effect to the Reorganization,which will

278、 beeffective immediately prior to the completion of this offering.(2)The pro forma as adjusted column in the balance sheet data table above gives effect to(i)the pro forma adjustments described in footnote(1)above and(ii)the sale andissuance of 3,750,000 shares of Company Common Stock by us in this

279、offering at the assumedinitial public offering price of$4.00 per share,the low end of the expected range setforth on the cover page of this prospectus,after deducting estimated underwriting discountsand commissions and estimated offering expenses payable by us.(3)Each$1.00 increase or decrease in th

280、e assumed initial public offering price of$4.00 pershare,the low end of the expected range set forth on the cover page of this prospectus,would increase or decrease,as applicable,the pro forma as adjusted amount of each of ourcash and cash equivalents,working capital,total assets,additional paid-in

281、capital andtotal stockholders equity by$3.5 million,assuming that the number of shares offered byus,as set forth on the cover page of this prospectus,remains the same,after deductingestimated underwriting discounts and commissions and estimated offering expenses payable byus.Similarly,each increase

282、or decrease of 1.0million shares in the number of shares ofCompany Common Stock offered would increase or decrease,as applicable,each of our cash andcash equivalents,working capital,total assets,additional paid-in capital and totalstockholders equity by$3.7 million,assuming the initial public offeri

283、ng price remainsthe same,after deducting estimated underwriting discounts and commissions and estimatedoffering expenses payable by us.The pro forma as adjusted balance sheet data discussedabove is illustrative only and will depend on the actual initial public offering price andother terms of this o

284、ffering determined at pricing.162025/7/4 08:53sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htmhttps:/www.sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htm22/230Table of ContentsRISK FACTORSInvesting in shares of our common stock involves a high degree of

285、risk.You shouldcarefully consider the following risks and uncertainties,together with all of theother information contained in this prospectus,including the section titled“Managements discussion and analysis of financial condition and results ofoperations”and our audited financial statements and una

286、udited interim condensedfinancial statements and related notes included elsewhere in this prospectus,beforemaking an investment decision.The risks described below are not the only ones facingus.The occurrence of any of the following risks,or of additional risks anduncertainties not presently known t

287、o us or that we currently believe to beimmaterial,could materially and adversely affect our business,financial condition,reputation or results of operations.In such case,the trading price of shares of ourcommon stock could decline,and you may lose all or part of your investment.Risks related to our

288、limited operating history,financial condition andneed for additional capitalWe are an early-stage IP investment company and have incurred significantlosses since our inception,and we expect to incur losses for theforeseeable future.We have no revenue to date and may never achieve ormaintain profitab

289、ility,which makes it difficult to evaluate our prospectsand likelihood of success.We are an early-stage IP investment company with a limited operating history.Investment in IP,including IP licensing,IP litigation investing,IP credit and IProyalties are highly speculative undertakings and involve a s

290、ubstantial degree ofrisk.We have incurred losses since our inception in March2024,have not generatedany revenue,have financed our operations principally through private placements ofequity securities and expect to incur losses for the foreseeable future,potentiallysignificant.We expect that it may b

291、e severalyears,if ever,before we generaterevenue from our operations.Our net loss was$2,859,238 for the period fromMarch25,2024(inception)to December 31,2024.As of December 31,2024,we had anaccumulated deficit of$3,391,932.Our net loss was$4,399,935 for the three monthsended March 31,2025.As of Marc

292、h 31,2025,we had an accumulated deficit of$7,791,867.Our losses have resulted principally from expenses incurred in connectionwith our sourcing activities and general and administrative expenses associated withour operations and start-up costs.We have devoted a significant portion of our financial r

293、esources and efforts toidentifying and analyzing potential opportunities,conducting research anddevelopment,organizing and staffing our Company,business planning,establishing,maintaining and protecting our intellectual property portfolio,raising capital andproviding general and administrative suppor

294、t for these operations.We are in theearly stages of our IP licensing and IP litigation investing businesses and have notyet substantially commenced our IP financing and IP royalty acquisition businesses.In addition,we have not yet successfully completed any IP licensing transactions ormonetized any

295、IP under our IP litigation investment business.We expect our expenses and operating losses will continue to increase for theforeseeable future as we expand our various business lines and operate as a publiccompany.We anticipate that our expenses will continue to increase substantially aswe:continue

296、development of our IP-focused verticals:IP licensing,IPlitigation investment,IP finance,IP royalty acquisitions and IP tacticalopportunities;expand our operational,financial and management systems and increasepersonnel,including personnel to support our operations;continue to develop,perfect,maintai

297、n and protect our intellectual propertyportfolio and those of our affiliated entities;andincur additional legal,accounting or other expenses in operating ourbusiness,including the additional costs associated with operating as apublic company.To become and remain profitable,we must succeed in sourcin

298、g potential transactionsfor each of our business lines,including successfully licensing IP owned/acquired bysubsidiaries and affiliates as well as third-party IP,successfully prevailing inenforcement actions on behalf of ourselves and affiliates and third parties,successfully deploying credit to IP-

299、rich companies and monitoring them through exit,successfully acquiring royalties and in identifying,executing and deploying capitalin other IP-related opportunities which do not fit squarely in another strategy.Thiswill require us to be successful in a range of challenging activities,includingidenti

300、fying and analyzing potential IP,negotiating172025/7/4 08:53sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htmhttps:/www.sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htm23/230Table of Contentslicensing and acquisition agreements for additional IP,negotiati

301、ng and monitoringcredit and royalty investments,and protecting and monetizing our owned IP,amongother things.We may never succeed in any or all of these activities and,even if wedo,we may never generate revenue that is sufficient to achieve profitability.Evenif we do achieve profitability,we may not

302、 be able to sustain profitability or meetoutside expectations for our profitability.If we are unable to achieve or sustainprofitability or to meet outside expectations for our profitability,the price of ourCompany Common Stock could be materially adversely affected.IP assets are often widely misunde

303、rstood and mispriced.Because of the numerous risksand uncertainties associated with IP as an asset class,we are unable to accuratelypredict the timing or amount of increased expenses or when,or if,we will be able toachieve profitability.If we are unable to settle or win lawsuits enforcing our IPrigh

304、ts in a manner that provides revenue to our operations,raise enough capital orobtain other financing for IP litigation investments,IP financing or IP royalties,or execute licensing transactions on behalf of ourselves or third-parties,we maynever achieve profitability.Our limited history makes it dif

305、ficult to evaluate our business andprospects and may increase the risks associated with your investment.We are an early-stage IP investment company with a limited operating history uponwhich you can evaluate our business and prospects.This limited operating historysubjects us to a number of risks an

306、d uncertainties,including our ability to plan forand predict future growth.Since our inception in March 2024,we have devotedsubstantially all of our resources and efforts to building our organization,refiningour primary IP-focused strategies,and identifying and analyzing potential IP-relatedtransact

307、ions,including licensing for our own account and that of third-parties andlitigation finance,raising capital and providing general and administrative supportfor these operations.Additionally,we expect our financial condition and operatingresults to continue to fluctuate significantly from period to

308、period due to a varietyof factors,many of which are beyond our control.Consequently,any predictions youmay make about our future success or viability may not be as accurate as they couldbe if we had a longer operating history.We may encounter risks and difficulties experienced by growing companies i

309、ndeveloping and changing industries,including challenges related to achieving marketacceptance,competing against companies with greater financial,organizational andtechnical resources,competing against entrenched incumbent competitors that havelong-standing reputations in the strategies in which we

310、operate,recruiting andretaining qualified employees,and making use of our limited resources.We cannotensure that we will be successful in addressing these and other challenges that wemay face in the future,and our business may be adversely affected if we do notmanage these risks appropriately.In add

311、ition,we may encounter unforeseen expenses,difficulties,complications,delays and other known and unknown factors and risksfrequently experienced by litigation in the intellectual property field.Ifwe do not adequately address these risks and difficulties or successfullymake such a transition,it could

312、 have a material adverse effect on ourbusiness.Even if this offering is successful,we will require additionalfunding in order to finance our business.If we are unable to raise capitalwhen needed,or on acceptable terms,we could be forced to delay,reduce oreliminate certain IP-related strategies.Our o

313、perations have consumed cash since inception,and our expenses will continue toincrease in connection with our ongoing activities,particularly as we monetize IPthrough licensing and enforcement strategies(including litigation investment).Additionally,we will need to continue to finance all IP-related

314、 strategies,each ofwhich consume substantial resources,with IP finance,IP royalty acquisitions and IPlitigation investment being constant consumers of capital.To date,we have fundedour operations principally through private financings.We expect our expenses toincrease in connection with our ongoing

315、activities,particularly as we continue togrow each of our business lines.Furthermore,upon the completion of this offering,we expect to incur additionalcosts associated with operating as a public company.Accordingly,we will need toobtain substantial additional funding in connection with our continuin

316、g operations.If we are unable to raise capital when needed or on attractive terms,we could beforced to delay,reduce or eliminate one or all of our business lines,or grow themin a manner that causes a substantial decrease in the value of our Company CommonStock.As of March 31,2025,we had a cash balan

317、ce of$6,446,448.Without giving effect tothe anticipated net proceeds from this offering,based on our current operating planwe expect that our existing cash and cash equivalents will be sufficient to fund ourplanned operating expenses and capital expenditures beyond one year from the issuancedate of

318、our financial statements.182025/7/4 08:53sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htmhttps:/www.sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htm24/230Table of ContentsWe have based this estimate on assumptions that may prove to be wrong,and we couldu

319、tilize our available capital resources sooner than we expect.Our operating plansand other demands on our cash resources may change as a result of many factorscurrently unknown to us,and we may need to seek additional funds sooner thanplanned,through public or private equity or debt financings or oth

320、er capitalsources,including potential joint-ventures,partnerships,licenses and other similararrangements.We may also raise additional financing on an opportunistic basis in thefuture.We expect to continue to expend significant resources for the foreseeablefuture.In addition,we may seek additional ca

321、pital due to favorable marketconditions or strategic considerations even if we believe we have sufficient fundsfor our current or future operating plans.Attempting to secure additional financingmay divert our management from ourday-to-day activities,which may adversely affectour ability to develop o

322、ur product candidates.Our future capital requirements willdepend on many factors,including but not limited to:our ability to successfully identify,analyze,negotiate and close IP-related transactions;the costs associated with acquiring,enforcing or licensing additional IPowned by us,or by third parti

323、es that we have a contractual relationshipwith;the timing and funding requirements for our IP financing,IP royaltyacquisitions and IP tactical opportunity businesses;the timing and revenue,if any,received from our IP-related businesses;expenses to attract,hire and retain skilled personnel;the costs

324、of operating as a public company;the effect of competition;the extent to which we acquire or invest in IP assets,businesses,productsand technologies;andchanges in interest rates.Our ability to raise additional funds will depend on financial,economic,politicaland market conditions and other factors,o

325、ver which we may have no or limitedcontrol.Our ability to raise additional funds may be adversely impacted by potentialworsening global economic conditions and the recent disruptions to,and volatilityin,the credit and financial markets in the UnitedStates and worldwide.Additionalfunds may not be ava

326、ilable when we need them,on terms that are acceptable to us,orat all.If we fail to obtain necessary capital when needed on acceptable terms,or atall,it could force us to delay,limit,reduce or terminate one or all of our IP-related strategies or other operations.Because of the numerous risks anduncer

327、tainties associated with IP investments,we are unable to predict the timing oramount of our working capital requirements or when or if we will be able to achieveor maintain profitability.Accordingly,we may need to continue to rely on additional financing to achieve ourbusiness objectives and adequat

328、e additional financing may not be available to us onacceptable terms,or at all.Raising additional capital may cause dilution to our stockholders,including purchasers of our securities in this offering,restrict ouroperations or require us to relinquish certain rights.Until such time,if ever,as we can

329、 generate substantial revenue,we expect tofinance our operations with our existing cash and cash equivalents,the net proceedsfrom this offering,any future equity or debt financings and contractual payments,ifany,received.We do not have any committed external source of funds.If we raiseadditional cap

330、ital through the sale of equity,equity-like or convertible debtsecurities,your ownership interest will be diluted,and the terms of thesesecurities may include liquidation or other preferences that adversely affect yourrights as a holder of our Company Common Stock.In addition,the possibility of such

331、issuance may cause the trading price of our Company Common Stock to decline.Debtfinancing and preferred equity financing,if available,may result in increased fixedpayment obligations and involve agreements that include covenants limiting orrestricting our ability to take specific actions,such as inc

332、urring additional debt,making capital expenditures,declaring dividends or acquiring,selling or licensingintellectual property rights or assets,which could adversely impact our ability toconduct our business.If we raise additional funds through joint ventures,partnerships or other similarrelationship

333、s with third parties,we may have to relinquish valuable rights to ourintellectual property,technologies,future revenue streams or agree to terms thatmay not be favorable to us and/or that may reduce the value of our common stock.Inaddition,we may be192025/7/4 08:53sec.gov/Archives/edgar/data/2042176/000121390025061431/ea0218945-13.htmhttps:/www.sec.gov/Archives/edgar/data/2042176/00012139002506143