Share Price: $5.50 (USD) – Discounts available using the bonus share program.
Minimum Investment: $99.00 – 18 Shares
Target Raise: $55M –  10M Shares
Share Class: Common Class-A –  Same Class of Common Shares held by Scimar’s Founders

Most adults (18+) are eligible to invest using this Offering.

Accredited Investors are permitted to invest any amount, while the investments of Non-Accredited Investors are limited to the higher of  10% of the investor’s net worth OR 10% of the investor’s annual income.

Canadian investors are subject to additional Provincial eligibility criteria for investments above CAD 10,000.

All shares in this Offering will be purchased using a FINRA-Approved Broker-Dealer. Scimar’s Broker-Dealer is responsible for verifying the identity of each investor and running Anti-Money Laundering (AML) and Know-your-client (KYC) background screenings on each transaction.

This Offering is available in the USA, Internationally and in most Canadian Provinces (currently unavailable in Québec).

Scimar’s shares are priced in US dollars. International and Canadian investors paying by Credit Card will be charged in USD and will see a foreign exchange rate applied to the transaction by their Bank.

This Offering will end without warning when all shares are sold or when the Offering expires Dec ’24

With Regulation-A, investors are provided audited reports and financial statements that are publicly submitted to the SEC. Regulation-A companies that report publicly are granted access to public investors.

Despite having a public offering, Scimar will remain a private company, which means Scimar’s shares will not be listed on public stock exchanges.  Although there is no guarantee of future liquidity, Regulation-A expands the possible liquidity opportunities, including the possibility of listing shares for sale during a future offering at full price. Scimar’s path to profitability is forecasted to be at least 3 – 7 years. A “buy and hold” investment strategy aligns with Scimar’s long-term approach to maximizing potential investment returns.

The market potential of Scimar is substantial, but conducting the necessary clinical trials requires significant capital. Scimar employs a milestone-based methodology to reward early investors with lower prices and to systematically increase the share price when risks are removed. Regulation-A allows offerings to be paused and reopened with a new share price. This flexibility supports Scimar’s plan to adjust the share price if an upcoming milestone is achieved.

Eligible investors can purchase Scimar shares online. All transactions are managed by Scimar’s Broker-Dealer and Transfer Agent, the Broker-Delaer verifies investment eligibility criteria and the Transfer Agent records the shareholder of each share. Scimar never sees your credit card number, banking information or social security number (SIN, EIN, or Tax ID). 

Purchasing shares only takes 60 seconds, please review Scimar’s investment readiness checklist to ensure a smooth purchasing experience.

Investing in private companies has traditionally been the domain of accredited investors who already possess the wealth and knowledge required to participate in this type of opportunity. Regulation-A opens private-company investment opportunities to a broader investor community.

The common disadvantage of investing in private companies is a lack of liquidity. Investors must plan to hold their shares until a future “liquidity event” such as an IPO or acquisition.  The new rules permit Regulation-A shares to be privately sold (or gifted) to any other adult meeting Scimar’s eligibility requirements. Unrestricted shares present a variety of liquidity opportunities including the possibility to list shares within a future offering at full price.

The positive characteristics of investing in private companies are the opportunity to purchase shares at a low price prior to any potential value-increasing milestones and the possible substantial returns that are only possible with longer-term projects. This differs from the volatility and short-term focus of public markets.

Regulation-A shares are unrestricted and fully transferable, providing shareholders of private companies with a larger audience of eligible investors and a wider range of liquidity options. These options could include:

1) Future Offering(s): Scimar could permit shareholders to list their shares during a future Offering at the full listing price.

2) Privately Arranged Sale: Shares can be sold at any price, or gifted, to any buyer you find who meets the eligibility requirements. The transfer process is free and provides immediate share transfer to the new owner.

3) Standing Offer from Outside Investors: Occasionally, Scimar may find a large investor interested in purchasing shares, potentially at a premium, during periods when the Company isn’t selling shares.

4) Listing Shares on Secondary Markets: After the Offering closes and during periods when the Company isn’t selling shares. Scimar may choose to contract an online alternative trading system to grant shareholders an opportunity to list or auction their shares within the current pool of Scimar shareholders and any outside buyers who meet the eligibility requirements.

5) A Future IPO: Should Scimar decide to go public, your shares would be listed on a stock exchange as part of an Initial Public Offering, transforming your shareholdings into publicly traded stock. Scimar intends to remain a private unlisted company for the foreseeable future.

6) An Acquisition: If Scimar is acquired, shareholders typically will receive a combination of cash and shares of the acquiring company.

*Canadian investors must retain their shareholdings for 12 months in Manitoba and 4 months in most other provinces. Offer unavailable in Québec.

Scimar is a company with a discovery that could change the world for people living with type 2 diabetes. Investors who choose to join our mission should plan for the long journey ahead.

Investment Expectations: Scimar presents a ground-floor investment opportunity with considerable long-term potential. Given the limited liquidity of shares in a private company,  a ‘buy and hold’ investment strategy, aligns with the company’s time for profitability.

Timeline for Profitability: Scimar’s path to profitability targets self-sustainability within three years, driven by sales of NuPa Daily and the North American market entry of NuPa Test. We foresee significant profitability in 7+ years, with revenues from NuPa Renew beginning in North America. Investors are advised to adopt a long-term investment perspective; patience is the strategy we advocate.

Common Share Class: The shares issued in this Offering are the same class of “Common A Class Shares” held by our founders and early equity investors. Common A Class Shares have identical voting rights and equal share of future dividend payments.

Dividend Prospects: Once profitable, Scimar intends to begin sending shareholders regular dividend payments. Scimar’s market potential inspires our team to drive toward a future with significant quarterly dividend payments to shareholders that continue for years or decades under patent protection.

Acquisition Opportunities: Scimar is dedicated to our mission against type 2 diabetes, and we are open to strategic acquisition proposals that align with our core objectives and deliver value to our shareholders.

Investment Vision: Investing in Scimar is an opportunity for those who appreciate high-risk and high-reward opportunities with the potential for significant financial gains and a chance of lasting positive impact on global human health.

Scimar employs a milestone-based methodology to evaluate progress and set share pricing. Share price is based on three factors: the market potential of Scimar’s products, Scimar’s future capital requirements, and the achievement of milestones on Scimar’s pathway to profitability.

Each milestone on Scimar’s journey signifies a specific and predefined risk or obstacle on the path to profitability. Scimar’s corporate timeline shows Scimar’s share price increasing as risks and obstacles were removed.

Timeline of Past Milestones: The Corporate Timeline below illustrates Scimar’s track record of delivering commercial and scientific milestones, reducing risk with Patent protection, and enhancing shareholder value.

CLICK TO ENLARGE

Current Share Price: Today’s share price, reflects Scimar’s 2021 valuation plus:

Milestone A: Public Offering. Scimar’s Public Offering under Regulation-A is a key milestone. This Offering reduces Scimar’s risk of not raising the required capital, needed to fund the next round of clinical trials. This Offering is accessible to a significantly wider audience of eligible investors with enhanced liquidity options.

Milestone B: Synthetic Hepatalin Candidate. This milestone is an important step in allowing the proteomics team to continue their research, preclinically.

Milestone C: New Patents issued and new patents filed. Patent protection is critical for Scimar’s long-term commercial success.

Current Milestones: Today’s milestones aim to move products through clinical trials and into commercialization phases.

Future Offering Price Strategy: The share price of any potential future Offerings should use the same three factors of market potential, future capital requirements, and status of current milestones. Milestones can help Scimar, and our shareholders focus on the key activities required to reduce risk, increase share value, and progress the company on its path to profitability.

Diabetes Sector: As of 2021, 537 million people were living with diabetes, this figure is projected to rise to 643 million by 2030¹. Global healthcare expenditure is expected to surpass $1 trillion by 2030¹.   

NuPa Renew: SciMar NuPa Renew is a pharmaceutical pill, taken before each meal. NuPa Renew is designed to support the body’s natural production of hepatalin during digestion. NuPa Renew is Scimar’s breakthrough drug⁵, with the potential to deliver superior outcomes, at a lower cost.

Unit Economics NuPa Renew: The estimated costs below are based on Scimar’s experience producing small batches of the drug. When produced at scale, NuPa Renew could be manufactured and distributed profitably for as little as $1.00 a pill. Scimar’s cost estimates are supported by industry average reported COGS and SG&A costs for pharma companies².

Cost of Goods Sold: Estimated cost per pill: $0.33 – Pharma Industry Average COGS²: 25.7% includes the costs of raw materials, manufacturing, quality control, packaging, and labelling.

Distribution Costs: Estimated cost per pill: $0.33 – Pharma Industry Average SG&A²: 23.9% includes the costs of Shipping, insurance, warehousing, royalties, marketing, and sales.

Frequency of Use: Estimated 1,000 pills per year per patient. A pill with almost every meal.

Example Pricing: Scenarios present profit margins at $1.00, $1.30, and $3.00 per pill.

Example Profit Calculations: assuming 1 million people using NuPa Renew:

Comparative Costs: These example annual costs of NuPa Renew represent $1,000 – $3,000 per person. While the average annual direct costs of diabetes in the USA were $12,022 per person, in 2022³.

Market Size: in 2021, 246 million people with diabetes¹ are in Scimar’s patented regions.

Market Penetration:  Drawing parallels from other breakthrough diabetes drugs like Sitagliptin⁵, Januvia, or Janumet⁶, if NuPa Renew could achieve similar market penetration the percentages:

3% of Scimar’s accessible market represents 7.3 million people, after 1 year in the market.

17% of Scimar’s accessible market represents 41.8 million people, after 5 years in the market.

Sources:                                                                                                   
1) IDF 2021 Diabetes Atlas
2) Hardman & CO.’s 2021 Pharma Statistics Report
3) American Diabetes Association
4) McKinsey & Co. Pharma’s first-to-market advantage
5) NIH: Comparing Market Adoption of “Breakthrough” vs. “Me-too” Drugs
6) Morodor Intelligence: Combination Anti-Diabetes Drugs Market Trends

U.S.A. Eligibility Rules – (US SEC Regulation A+ Tier 2):

1) Age and Identification: Investors must be at least 18 years old.

2) Background Screening: All investors will undergo Anti-Money Laundering (AML) and Know Your Client (KYC) screenings. These automated processes are managed by Scimar’s Registered Broker-Dealer who verifies your identity and confirms your eligibility.

3) Investment Limits: All investors are permitted to invest up to 10% of their annual income -or- 10% of their total net assets.  Accredited Investors are allowed to invest any amount.

Canadian Eligibility Rules – (Canadian National Instrument 45-106F2):

1) The following Rules Apply To: Residents of Canada.

2) Report in Canadian Dollars (CAD): when asked, please report your net worth and annual income in Canadian dollars.

2) All US rules apply: Canadian Investors must follow the U.S. requirements listed (above).

2) Additional Investment Limits set by your Province:

Non-accredited investors may be limited to investments of $10,000 (CAD).
Eligible Investor status is based on province and may be limited to $30,000 (CAD).

based on province

Accredited Investors are allowed to invest any amount.

Canadian Provincial Holding Periods (under 45-106F2):  Canadian investors are subject to a holding or “seasoning” period determined by the commission of their respective province:

12-month hold period: for residents of Manitoba
4-month hold period: for residents of Alberta, British Columbia, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Saskatchewan, Québec* Yukon.

*This offer is unavailable in Québec.

New Regulations Enhancing Liquidity Opportunities  

The U.S. SEC drafted new rules increasing liquidity opportunities for Regulation-A shareholders. These regulations permit shareholders to list and possibly sell their shares as part of a future Offering.

The SEC’s rules allow up to 30% of all shares sold in an Offering to originate from current shareholders, presenting potential liquidity opportunities for shareholders during potential future Offerings¹.

Please note that Canadian investors must retain their shareholdings for 12 months in Manitoba and 4 months in most other provinces, see provincial securities hold periods².

Sources:                                                                                                   
1) USA SEC Regulation-A TIER 2 Offerings
2) Canadian Regulation 45-106FS see section 5.2 p.10 -12 

Scimar’s Selling Shareholders

Scimar’s $55M Offering allowed up to $16.5M (30%) of the proceeds to be allocated to Selling Shareholders. In 2023, this liquidity opportunity was presented to Scimar’s 104 shareholders. Out of 104 Scimar shareholders, 27 chose to list 15% of their holdings and 9 decided to list 44% of their holdings.  These listings total a value of $5,927,691 – if all listed shares are successfully sold.

None of the Company’s founders, employees or their family members elected to sell shares.

All internal shareholders are following a long-term investment strategy with the intent of maximizing future returns.

These investor classifications are based on the investor’s self-reported annual income and net assets during the online investment process.

U.S.A. Accredited Investor Criteria: Accredited investors are allowed to invest an unlimited amount in Scimar.

A person with a net worth over $1,000,000, excluding primary residence (individually or with spouse or partner), -OR-
A person with an income over $200,000, -OR-
Combined income of $300,000 (with spouse or partner) in each of the prior two years, and reasonably expects the same for the current year

Canadian Accredited Investor Criteria: Accredited investors are allowed to invest an unlimited amount in Scimar and are defined as:

A person who alone or with a spouse, beneficially owns financial assets having an aggregate realizable value of $1,000,000*, -OR-
An individual with a net income of $200,000* for the last 2 years, -OR-
A combined spousal income of $300,000*.

Canadian Eligible Investor Criteria: Eligible investors are allowed to invest $30,000* or more in Scimar and are defined as:

A person who alone or with a spouse, beneficially owns financial assets having an aggregate realizable value of $400,000*, -OR-
An individual with a net income of $75,000* for the last 2 years, -OR-
A combined spousal income of $125,000*

Canadian non-Accredited: non-Accredited investors could be limited to an investment of $10,000 in Scimar and are defined as a person who doesn’t qualify as either Accredited or Eligible.  based on province.

Click to Enlarge

*Canadian Dollars CAD

Disclosure and Privacy

During the investment process, you’ll be asked to enter your annual income and net worth. This is a mandate from both the U.S. Securities and Exchange Commission (Regulation-A) and Canadian Securities Regulators (NI-45-106). Please report your income in your local currency. For instance, American residents should report in USD, while Canadian residents should report in CAD during the investment process.

Scimar ensures the utmost privacy and security of your personal information. It is encrypted and securely stored with Scimar’s Broker, Compliance Reviewer, and Transfer Agent, and will be used exclusively for this transaction.

Scimar employs third parties to process payments, protect investor privacy and compartmentalize personal information. Scimar never sees the Investor’s credit card numbers, banking information or social security numbers (SIN, EIN, or Tax IDs).

Scimar’s Payment Portal (“Issuance”) is a technology platform used by the Broker-Dealer to process payment and hold funds while the Broker-Dealer verifies each investor’s identity and eligibility. Issuance uses a “Holding Account” provided by Stripe, Inc., this holding account is inaccessible to all parties until the Investment is cleared by the Broker-Dealer.

ISSUANCE, INC.
199 Water St.
New York, NY 10038
support@issuance.com

Scimar’s Broker-Dealer (“Texture Capital”) is responsible for verifying the identity and eligibility of Regulation A+ investors. This includes screening each investor through Anti-Money Laundering (AML) and Know Your Client (KYC) processes using the investor’s ID, Passport, or Social Security Number. Texture Capital confirms that every investor meets the eligibility criteria of their region.

TEXTURE CAPITAL, INC.
59 Strong Place
Brooklyn, NY. 11231
support@texture.capital

Scimar’s Transfer Agent (“Vstock Transfer”) is responsible for assigning shares under the name of each shareholder. Scimar’s shares are stored electronically, no paper stock certificates will be issued. Scimar’s Transfer Agent tracks the ownership of every share and facilitates any transfers in share ownership. The selling shareholder is responsible for paying a $35 fee to transfer the shares to a new Shareholder while transferring shares between existing shareholders is free.

VSTOCK TRANSFER, LLC.
18 Lafayette Place
Woodmere, NY 11598
info@vstocktransfer.com
Toll-Free: 855-987-8625

These companies work together to facilitate a systematic investment process designed to protect the privacy and confidentiality of sensitive financial information

The Role of Milestones in Scimar’s Journey

Scimar’s journey is marked by significant milestones, each representing the overcoming of specific risks and challenges. These milestones are not just markers of progress; they are crucial communication tools for Scimar’s executives, allowing them to convey priority risks and strategies to the Board of Directors, shareholders, and employees.

Current Milestones

Milestone A– NuPa Test approval with Health Canada, a clinical trial plan for the FDA.
Milestone B– NuPa Daily clinical trial data supporting new and marketable product claims.
Milestone C– NuPa Renew clinical trial data indicates an acute renewal of hepatalin production.
Milestone D– NuPa Renew trial data strengthen, renew, and extend existing patent portfolio.

 Use of Proceeds

The Use of Proceeds of Scimar’s Regulation A Offering will be used to fund research and development, including the delivery of one or more of the milestones listed above.

Timeline

Completion of these milestones is anticipated by 2025 or 2026, primarily contingent upon Scimar’s success in capital raising with this Offering.

According to the International Diabetes Federation’s Diabetes Atlas, in 2021, over 246 million people live with diabetes in countries where Scimar holds patents.

Regions of Patent Protection Number of People with Diabetes USA 32,215,300 Canada 2,974, 000 Australia 1,491, 800 New Zealand 268,700 Japan 11,005,000 China 140,869,600 Hong Kong 686,000 EU Region 61,425,100 Total 246,469,700

Scimar’s Intellectual Property Strategy

1) Filing Protective Patents: Scimar’s approach begins with filing protective patents before clinical trials. This proactive measure safeguards our innovations from the outset.

2) Utilizing Early-Stage Clinical Data: Early clinical trial data informs the development of new patent applications. This stage requires formulated products with more specific labelled claims, replacing previous, broader patents.

3) Tailoring to Demographics and Regions: As we advance, final-stage clinical data informs final-stage patent applications with dosages and indications tailored to the demographics, genetics, and body sizes unique to each country or region. New patents are filed in a sequence designed to maximize the duration of market protection under patent law.

4) Balancing Publication and Protection: Once all patents are filed, Scimar may choose to submit data to scientific journals. This process often requires a year for publication. During this time, we may impose a self-restriction on public disclosure to protect our IP until new patents are awarded and journal articles are published.

Scimar’s journey towards the global diabetes sector is expected to require between $200- $250M over a minimum of seven years to deliver a suite of transformative products to international markets.

Scimar aims to achieve self-sustainability in three to four years, driven by the North American launch of NuPa Test and online sales of NuPa Daily, progressing to substantial profitability in at least seven years as revenues from NuPa Renew begin to materialize.

Cost-Effectiveness in Clinical Trials

Scimar’s approach employs an acute clinical protocol to measure the release of hepatalin during the 90 minutes following the consumption of our NuPa Test meal. Focusing on acute changes in hormonal biomarkers allows timelines of clinical trials to be shortened.

Scimar’s clinical protocols are designed to be concise and statistically powerful; participants are invited to visit our clinic for at least two, two-hour sessions allowing each test subject to participate in both the placebo control group and the NuPa Renew experiment group. This crossover study design yields robust statistical data with fewer participants and is made possible by NuPa Test’s ability to be re-administered within days and the short half-life of the molecules being studied.

Efficient Use of Capital

Scimar’s clinical trials are structured to test multiple products simultaneously. For instance, while evaluating NuPa Daily and NuPa Renew, the protocol also gathers critical data on hepatalin production using NuPa Test. This synergistic approach allows Scimar to extract maximum value from each clinical trial, effectively supporting the commercialization of multiple products within a single budget.

Minimizing Shareholder Dilution

Scimar expects a substantial portion of the company’s capital requirements will come from early product revenues, government grants, development partnerships with pharmaceutical companies or other strategic collaborations. These sources of funding would minimize shareholder dilution.

Planning for Multiple Future Scenarios

Scimar’s strategy is not limited to a single path to profitability. We simultaneously prepare for various outcomes, including out-licensing, selling parts or all of our Intellectual Property, partnering with big pharma, or other strategic collaborations. This approach prepares the Company for potential acquisition while it advances towards self-sustaining revenue and eventual profitability.

The next three years of clinical trials will be critical for either outcome.

Scimar is commercializing four patent-protected product lines. With adequate funding, the company plans to begin generating revenues within the next three years with its first two products, NuPa Daily and NuPa Test. The second two products are candidates to be acquired by third-party pharmaceutical companies, or produced by Scimar, in at least seven years.

The first product, NuPa Daily, has achieved market approval in the United States and Canada, with limited label claims. A pair of clinical trials are scheduled to measure the protective effect of NuPa Daily on hepatalin production with a daily dose of four pills. We plan to sell this product directly online at NuPa.com, with a monthly subscription model. Due to limited supply, only Scimar investors will be allowed to purchase monthly subscriptions of NuPa Daily until clinical trials are completed, allowing for expanded label claims and production capacity.

The second product scheduled to generate revenue within the next three years is NuPa Test. This product has been formulated, manufactured, and already used in two clinical trials. Two additional clinical trials have been approved by regulators and are ready to begin once funding is secured. If approved, this product will be the only test available for measuring hepatalin production and is expected to detect the risk of type 2 diabetes ten years earlier than current screening techniques. Canada’s single-payer healthcare delivers diagnostic tests through regional health authorities and pays for them (remuneration) through centralized drug registries.

The third product, NuPa Renew, is a pharmaceutical pill and has the most potential to be a meaningful revenue generator for the company. In preclinical testing, this pill was shown to reverse the diabetic state in 100% of test subjects. The company intends to use NuPa Test to show the restorative effect of NuPa Renew in a series of clinical trials across a diverse human population. Clinical trials can begin in 18 months and will be completed 18 months later. This data is of critical importance to third-party pharmaceutical companies who are considering making an offer of acquisition or entering into a collaborative research agreement. Either arrangement could be beneficial to the company and its shareholders.

The fourth product is a synthetic version of hepatalin. This is currently in development. This molecule could be injected in combination with insulin, or instead of insulin, for people with late-stage type 2 diabetes. Selling this intellectual property to a third-party pharmaceutical company is one option being considered.

With these four products, the company has multiple options for revenue streams over the next three years, and multiple potential acquisition possibilities and liquidity opportunities for investors within the next seven years. To reduce risk, the company has established manufacturing and distribution options that include partnerships with third-party pharmaceutical companies, as well as innovative direct sales and international distribution channels as viable alternatives.

Investing in Scimar is a streamlined process, to ensure a quick and efficient experience, it helps to be prepared with the necessary information and documents. Here’s what you’ll need for the Broker-Dealer to :

Annual Income and Net Worth Details:  Be ready to state your approximate annual income and your estimated net worth. This disclosure is mandated by the Securities and Exchange Commission as part of Regulation-A.

Investment Limits: For non-accredited investors, investments are limited to 10% of your annual income or net assets, whichever is higher.  Canadians may be limited to $10,000 CAD based on provincial eligibility requirements.

Self-Reporting: Please note that these figures are self-reported, and not independently verified.

Currency: Please report your income in your local currency. For instance, American residents should report in USD, while Canadian residents should report in CAD.

Photo Identification may be Required: Prepare to upload a clear image of your Driver’s License (both front and back sides). Ensure you have these images saved on your computer or phone beforehand for easy access.

Social Insurance or Social Security Number: You may need to provide your Social Insurance Number (SIN) or Social Security Number (SSN) during the process.

Privacy and Security: Your personal information is encrypted and securely shared only with Scimar’s Broker, Compliance Reviewer, and Transfer Agent. Scimar never sees your credit card number, banking information or social security number (SIN, EIN, or Tax ID).