Investor Disclaimer | OncoFirm™ Diagnostics Corporation
OncoFirm™ Diagnostics Corporation Effective Date: 7-1-2026 | Version [1.0]
No Offer or Solicitation
The information provided by OncoFirm™ Diagnostics Corporation, a New York corporation (the “Company”), in this document, on this website, or in any presentation or related materials (collectively, the “Materials”) is for informational purposes only. The Materials do not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the Company or any related or affiliated entity, and shall not form the basis of, or be relied upon in connection with, any contract or commitment.
Any offer or solicitation will be made only in accordance with applicable federal and state securities laws, and solely through a confidential private placement memorandum, subscription agreement, and other definitive offering documentation (the “Offering Documents”). In the event of any inconsistency between the Materials and the Offering Documents, the Offering Documents will govern in all respects. Prospective investors should rely only on the Offering Documents in making any investment decision.
Private Placement; Accredited Investors Only
Any securities of the Company would be offered and sold in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws. Any such offering would be available only to persons who qualify as “accredited investors” as defined in Rule 501(a) of Regulation D under the Securities Act, and who satisfy any additional suitability requirements the Company may impose.
Submission of an inquiry form, execution of a non-disclosure agreement, or receipt of any Materials does not constitute an offer by the Company, an indication that any offering is available, or an agreement by the Company to provide any person with the opportunity to invest. The Company reserves the right, in its sole discretion, to decline to provide Materials to, or accept a subscription from, any person for any reason or no reason.
No Regulatory Review or Approval
No federal or state securities commission or regulatory authority has approved or disapproved of any securities of the Company, passed upon the merits or fairness of any investment, or passed upon the accuracy or adequacy of the Materials. Any representation to the contrary is a criminal offense.
Forward-Looking Statements
The Materials may contain forward-looking statements, including but not limited to projections, estimates, forecasts, targets, milestones, timelines, and opinions regarding future financial, scientific, regulatory, clinical, commercial, or operational performance. Forward-looking statements may be identified by words such as “may,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “project,” “target,” “aim,” “designed to,” “potential,” “future,” and similar expressions, although not all forward-looking statements contain these words.
Forward-looking statements are based on the Company’s current expectations and assumptions as of the date made and are subject to significant known and unknown risks and uncertainties, including but not limited to: the outcome and timing of research, development, and validation activities; the analytical and clinical performance of the Company’s technology; the timing, cost, and outcome of regulatory submissions and any resulting clearances or approvals; the Company’s ability to obtain and maintain intellectual property protection; manufacturing, supply chain, and scale-up risks; competition; the Company’s ability to raise sufficient capital on acceptable terms; and general economic and market conditions.
Actual results, performance, and achievements may differ materially from those expressed or implied. Prospective investors are cautioned not to place undue reliance on forward-looking statements. Past or projected performance is not a guarantee or reliable indicator of future results.
Product Development and Regulatory Status
The Company’s products and technologies are under development. Product images, device renderings, and depicted test results appearing in the Materials are illustrative concepts intended to convey design intent and functionality, and do not represent commercially available products.
No product of the Company has been cleared or approved by the U.S. Food and Drug Administration or by any other regulatory authority. No product of the Company is available for sale in the United States. Nothing in the Materials should be construed as a claim of safety, effectiveness, diagnostic accuracy, or clinical utility for any product, or as a representation that any product will receive regulatory clearance or approval, or will be commercialized on any particular timeline or at all.
No Representation or Warranty; No Duty to Update
The Company makes no representation or warranty, express or implied, as to the accuracy, completeness, reliability, or fairness of any information contained in the Materials, and disclaims, to the fullest extent permitted by law, any and all liability for errors, omissions, or for any loss arising from reliance on the Materials.
Certain information in the Materials may have been obtained from third-party sources, including market research, scientific literature, and industry publications. Such information has not been independently verified by the Company, and the Company makes no representation as to its accuracy.
The Materials speak only as of their date. The Company is under no obligation to update, revise, or supplement any forward-looking statement or other information, whether as a result of new information, future events, or otherwise, except as required by law.
Risk of Loss; Illiquidity; Transfer Restrictions
An investment in an early-stage biotechnology or medical diagnostics company is speculative, involves a high degree of risk, and is suitable only for persons who can bear the economic risk of the investment for an indefinite period and who can afford the loss of their entire investment.
Any securities issued by the Company would be “restricted securities” under the Securities Act, would not be registered, and could not be resold or transferred except pursuant to an effective registration statement or an available exemption from registration, and subject to any transfer restrictions in the Company’s organizational and offering documents. No public market exists or is expected to develop for any securities of the Company, and investors should be prepared to hold any securities indefinitely.
Jurisdictional Restrictions
The Materials are directed only to persons in jurisdictions where their distribution and any related offering would be lawful. The Materials are not directed to, and are not intended for distribution to or use by, any person or entity in any jurisdiction where such distribution, publication, or use would be contrary to law or regulation, or would subject the Company to any registration or licensing requirement in that jurisdiction. Persons who access the Materials are responsible for informing themselves about, and observing, any applicable restrictions.
Confidentiality
Certain Materials, including the Company’s investor presentation and supporting documentation, are confidential and proprietary, are provided solely for the evaluation of a potential investment, and may be furnished only pursuant to a fully executed non-disclosure agreement. Such Materials may not be reproduced, distributed, or disclosed, in whole or in part, to any other person without the Company’s prior written consent.
No Investment, Legal, Tax, or Accounting Advice
Nothing in the Materials constitutes investment, legal, tax, accounting, medical, or other professional advice, or a recommendation regarding any securities or transaction. The Materials do not take into account the particular investment objectives, financial situation, or needs of any recipient. Prospective investors should conduct their own independent investigation and due diligence and consult their own legal, financial, tax, and other advisors before making any investment decision.
Trademarks
OncoFirm™ and the OncoFirm logo are trademarks of OncoFirm™ Diagnostics Corporation. Other names and marks referenced in the Materials are the property of their respective owners.
Contact
OncoFirm™ Diagnostics Corporation Port Washington, NY 11050 +1 516.900.2606 [email protected]