How much would you like to invest in iatrixAir, Inc.?

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The minimum investment for iatrixAir, Inc. is $99.60.

You have indicated that you are neither a US Citizen or US Resident. The minimum investment amount for international investors is $300. If you are a U.S. Citizen or U.S. Resident, you can update your residency status on your user settings page.

You can only buy whole shares.

Woah, big spender! There are only $395,750.40 of securities remaining in this round.

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Due to great demand, this offering is sold out, but that may change if someone withdraws their commitment. To add yourself to iatrixAir, Inc.’s waitlist, fill out the form below, and we will send updates when feasible.

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Before you invest, it’s important that you read and understand the information below.

Investing is risky

Investing in early stage companies is risky business. You should be in a financial condition where you can comfortably afford to lose your entire investment. You should always be aware of your personal investment limits.

Do your research

Although we collect information on each company we list, you must rely on your own examination of the company, the terms of the offering, and the risks involved to make your investment decision.

Canceling your investment

You may cancel your investment until 10:59pm EST on November 27, 2023, which is 48 hours before the deadline of this offering. If there is a material change to the terms of this offering, we’ll provide notification, and you must confirm your commitment within five days or it will be automatically withdrawn.

Reselling your investment in iatrixAir, Inc.

It may be difficult to resell your shares of iatrixAir, Inc.. You may not transfer these securities until one year after they are issued, except under very specific circumstances. Even after the one year holding period, these securities may be difficult to resell.

Returns on your investment

iatrixAir, Inc. may be years away from providing a return on investment, if ever. During that time, your ownership may be diluted, and your voting power may be limited.

Ongoing reporting

iatrixAir, Inc. is required by the SEC to file an annual report on their financial condition, unless certain conditions are met. After the close of this offering there may not be an ongoing relationship between iatrixAir, Inc. and Netcapital.

How can we contact you, ?

What’s your street address? (P.O. boxes aren’t allowed.)

In which name will you hold these shares?

Most investors hold shares as themselves. If you have a holding entity for your investments, we’ll need some additional information about that entity.

a holding entity or trustA different holding entity or trust

Investing from outside of the U.S.?

To be compliant with banking laws, our bank partners need to be able to verify the origin of the funds for each transfer. Please upload a photo copy of your government-issued ID, such as a passport, driver’s license, or visa.

Government Issued ID

What’s your holding entity’s name?

Later on we’ll ask you for proof that this entity exists and that you may invest on its behalf.

What is your holding entity’s street address?

We need to collect tax identification number (usually an EIN) to comply with banking rules. For security, it is encrypted before it leaves your computer, and it will only be shared on a need-to-know basis.

We need to collect some additional information to comply with banking laws. This information is encrypted before it leaves your computer.

For your security, your SSN is encrypted before being sent. It is never used for any purposes other than verifying your identity, and for populating your tax documents.

Investment Profile

The amount of money you may invest in iatrixAir, Inc. is limited by law, based on a combination of your income and net worth. We’re required to collect those numbers to calculate your personal limit.

The amount of money may invest in iatrixAir, Inc. may be limited by U.S securities regulations, based on either the nature of your holding entities' status as a business, or your holding entities' total assets and whether meets the definition of an accredited investor. We’re required to collect this information to calculate ’s limit.

Select your payment method

or wire the funds

Your funds will be held in escrow until the offering closes. You may withdraw your investment at any time until 10:59pm EST on November 27, 2023.
A convenience fee is applied to card payments

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Your payment will be processed immediately following your request to make an investment commitment.
We apply a convenience fee to card payments

We will send wire instructions to your email address.

Many banks charge fees for wires. If you are transferring funds within the United States you should check to see if you can send an ACH or Direct Deposit transfer. If you are transferring funds to the US using an international bank, we encourage you to use a service such as TransferWise, which ensures that we end up with the full amount of your investment after fees and currency conversion.

If you choose not to transfer funds using an ACH (domestic) or use TransferWise (international), we encourage you to determine any fees charged by your own bank and intermediary banks to make sure you include additional funds on top of the in your wire to cover those costs. Should we end up with more money than you committed, we will add the additional funds to your Netcapital wallet.

Instructions on how to transfer funds to the escrow agent, Boston Private Bank, and your unique identifier code will be sent to you after you confirm your investment on the next screen.

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We will send wire instructions to your email address.

Many banks charge fees for wires. If you are transferring funds within the United States you should check to see if you can send an ACH or Direct Deposit transfer. If you are transferring funds to the US using an international bank, we encourage you to use a service such as TransferWise, which ensures that we end up with the full amount of your investment after fees and currency conversion.

If you choose not to transfer funds using an ACH (domestic) or use TransferWise (international), we encourage you to determine any fees charged by your own bank and intermediary banks to make sure you include additional funds on top of the in your wire to cover those costs. Should we end up with more money than you committed, we will add the additional funds to your Netcapital wallet.

Instructions on how to transfer funds to the escrow agent, Boston Private Bank, and your unique identifier code will be sent to you after you confirm your investment on the next screen.

Summary of Charges

A convenience fee is charged on card payments.
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Review your investment

Investing in a privately held company can be a complex transaction, which we try to simplify as much as possible. It’s still important that you understand the underlying contracts and that you have considered the risks associated with this investment and whether investing in this type of security is right for you.

Your payment will be processed once you commit to invest. If you later decide to cancel, your payment may have already been processed. Please email team@netcapital.com if you have any questions on the status of your payment.

You’re investing under exemption 4(a)(6) of the Securities Act of 1933. This transaction will be processed by Netcapital Funding Portal Inc., a registered funding portal. You may be listed publicly as an investor in this offering.

You’re investing under Rule 506(c) of the Regulation D safe harbor for Section 4(a)(2) of the Securities Act of 1933. This transaction will be processed by Livingston Securities, LLC, a registered broker-dealer. You may be listed publicly as an investor in this offering.

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Since you elected to qualify as an accredited investor, Livingston Securities will contact you for proof of your accredited investor status before processing your investment.

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Accredited entity

Accredited entities are technically called “accredited investors”—that means they meet criteria set by the government that allow them to invest more freely. When people invest on Netcapital, we prompt them to become an accredited investor (or to accredit a holding entity) when it's relevant.

For entities, one or more of the following two criteria must be true:

  1. The entity has net assets in excess of $5,000,000 and wasn't formed for the specific purpose of acquiring the securities offered. It also meets one of the following criteria:
    • It's an organization that’s described in section 501(c)(3) of the Internal Revenue Code, a corporation, or a partnership.
    • It's a trust, and any purchase of securities is directed by a person with such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the investment.
  2. All of the equity owners of the entity are accredited investors.

It's also possible to become an accredited investor as a human.

The above is only a summary. If you want to know all the specifics, refer to 17 CFR 230.215 and 17 CFR 230.506.

Accredited investor

Accredited investors meet criteria set by the government that allow them to invest more freely. When people invest on Netcapital, we prompt them to become an accredited investor when it's relevant.

For humans, the criteria are based on your income and net worth:

It's also possible to become an accredited investor as an entity.

The above is only a summary. If you want to know all the specifics, refer to 17 CFR 230.215 and 17 CFR 230.506.

Annual Income

Use the value listed on your federal tax return for last year. You may calculate your annual income jointly with your spouse.

Annual revenue

Your company’s annual revenue is equivalent to its gross income.

Net assets

Your company’s net assets are the value of your company’s total assets minus its total liabilities.

Net Worth

Net worth is calculated by subtracting your liabilities from your assets.

Do not include your primary residence as an asset or a liability, unless it is used to secure indebtedness in excess of its fair market value as of today. If that’s the case, count the amount of the liability that’s in excess of the fair market value of your primary residence as of today.

You may calculate your net worth jointly with your spouse.

Securities and Exchange Commission (SEC)

The Securities and Exchange Commission (SEC) is an agency of the United State government which is responsible for enforcing federal securities laws, proposing new securities rules, and regulating the securities industry. The SEC’s mission is to “protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation.”

Calculate your personal limit

For Section 4(a)(6) offerings, the SEC limits how much investors may invest in private companies in a given year. Section 4(a)(6) investors may invest the greater of $2,500, or 5% of the lesser of their annual income or net worth if the investor's net worth or annual income is less than $124,000.

A Reg CF investor may invest 10% of the lesser of their annual income or net worth if both their annual income and net worth are equal to or more than $124,000. There is a $124,000 aggregate investment limit across all issuers during any 12-month period. You may be able to invest over this amount if the offering is a side-by-side offering.

The following table created by the SEC provides a few examples:


Annual IncomeNet WorthCalculation12-month Limit
$40,000$30,000greater of $2,500 or 5% of $40,000 ($2,000)$2,500
$80,000$105,000greater of $2,500 or 5% of $105,000 ($5,250)$5,250
$105,000$250,000greater of $2,500 or 5% of $250,000 ($12,500)$12,500
$200,000$750,00010% of $750,000 ($75,000)$75,000
$1.2 million$2 million10% of $2 million ($200,000), subject to annual $124,000 cap$124,000
Risks involved in an investment in iatrixAir, Inc.

Be sure to understand the risks of this type of investment. No regulatory body (not the SEC, not any state regulator) has passed upon the merits of or given its approval to the securities, the terms of the offering, or the accuracy or completeness of any offering materials or information posted herein. That’s typical for Regulation CF offerings like this one.

Risk 1.

The Company may not have the capital it needs to create the products or produce the inventory estimates that are required to launch the business and prove its business concept completely. The Company may not be able to create the products or produce the inventory necessary to prove its business concept and in turn raise additional capital. The Company has no revenues. There is no assurance that the Company can generate revenues or sell any of its products in the marketplace, and even if revenues are generated there is no assurance that the Company can earn a profit, in which case your investment may become worthless. Estimated expenses may exceed the projected capital needs. The Company is thinly capitalized.

Risk 2.

Semiconductor Shortages-some key components have significant lead-times which may impact the company's ability to start volume production.

Risk 3.

Material inflation-the key materials such as sheet metal is affected by inflation.

Risk 4.

Logistics shipping times and costs-air freight and sea-freight are being disrupted further by geopolitical events.

Risk 5.

Software development times could be impacted due to shortage of software developers.

Risk 6.

Deployment by contractors could take longer due to higher costs and shortage of manpower.

Risk 7.

We face risks related to health epidemics and other outbreaks, which could significantly disrupt the Company’s operations and could have a material adverse impact on us. The outbreak of pandemics and epidemics could materially and adversely affect the Company’s business, financial condition, and results of operations. If a pandemic occurs in areas in which we have material operations or sales, the Company’s business activities originating from affected areas, including sales, materials, and supply chain related activities, could be adversely affected. Disruptive activities could include the temporary closure of facilities used in the Company’s supply chain processes, restrictions on the export or shipment of products necessary to run the Company’s business, business closures in impacted areas, and restrictions on the Company’s employees’ or consultants’ ability to travel and to meet with customers, vendors or other business relationships. The extent to which a pandemic or other health outbreak impacts the Company’s results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of a virus and the actions to contain it or treat its impact, among others. Pandemics can also result in social, economic, and labor instability which may adversely impact the Company’s business. If the Company’s employees or employees of any of the Company’s vendors, suppliers or customers become ill or are quarantined and in either or both events are therefore unable to work, the Company’s operations could be subject to disruption. The extent to which a pandemic affects the Company’s results will depend on future developments that are highly uncertain and cannot be predicted.

Risk 8.

Any valuation at this stage is difficult to assess. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment. In addition, there may be additional classes of equity with rights that are superior to the class of equity being sold.

Risk 9.

We are highly dependent on the services of our founder. Our future business and results of operations depend in significant part upon the continued contributions of our CEO and founder. If we lose those services or if they fail to perform in their current position, or if we are not able to attract and retain skilled employees in addition to our CEO and the current team, this could adversely affect the development of our business plan and harm our business. In addition, the loss of any other member of the board of directors or executive officers could harm the Company's business, financial condition, cash flow and results of operations.

Risk 10.

Start-up investing is risky. Investing in early-stage companies is very risky, highly speculative, and should not be made by anyone who cannot afford to lose their entire investment. Unlike an investment in a mature business where there is a track record of revenue and income, the success of a startup or early-stage venture often relies on the development of a new product or service that may or may not find a market. Before investing, you should carefully consider the specific risks and disclosures related to both this offering type and the Company.

Risk 11.

Your shares are not easily transferable. You should not plan on being able to readily transfer and/or resell your security. Currently there is no market or liquidity for these shares and the Company does not have any plans to list these shares on an exchange or other secondary market. At some point the Company may choose to do so, but until then you should plan to hold your investment for a significant period of time before a “liquidation event” occurs. A “liquidation event” is when the Company either lists their shares on an exchange, is acquired, or goes bankrupt.

Risk 12.

The Company has the right to extend the Offering deadline. The Company may extend the Offering deadline beyond what is currently stated herein. This means that your investment may continue to be held in escrow while the Company attempts to raise the maximum offering amount even after the Offering deadline stated herein is reached. Your investment will not be accruing interest during this time and will simply be held until such time that Offering is closed, at which time it will be released to the Company to be used as set forth herein. Upon or shortly after release of such funds to the Company, the Securities will be issued and distributed to you.

Risk 13.

No governmental agency has reviewed the Company’s offering and no state or federal agency has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of this offering. The exemptions relied upon for this offering are significantly dependent upon the accuracy of the representations of the investors to be made to the Company in connection with this offering. In the event that any such representations prove to be untrue, the registration exemptions relied upon by the Company in selling the securities might not be available and substantial liability to the Company would result under applicable securities laws for rescission or damages.

Risk 14.

You may only receive limited disclosure. While the Company must disclose certain information, since the Company is at an early-stage they may only be able to provide limited information about its business plan and operations because it does not have fully developed operations or a long history. The Company may also only be obligated to file information periodically regarding its business, including financial statements. A publicly listed company, in contrast, is required to file annual and quarterly reports and promptly disclose certain events — through continuing disclosure that you can use to evaluate the status of your investment.

Risk 15.

Investment in personnel. An early-stage investment is also an investment in the entrepreneur or management of the Company. Being able to execute on the business plan is often an important factor in whether the business is viable and successful. You should be aware that a portion of your investment may fund the compensation of the Company’s employees, including its management. You should carefully review any disclosure regarding the Company’s use of proceeds.

Risk 16.

Our future growth depends on our ability to develop and retain customers. Our future growth depends to a large extent on our ability to effectively anticipate and adapt to customer requirements and offer services that meet customer demands. If we are unable to attract customers and/or retain customers, our business, results of operations and financial condition may be materially adversely affected.