Clean Air Now

Portland, Oregon, United States

Short Description

$100k convertible debt for financing clean energy technologies


Summary

Biopropulson LLC (the “Company”), an Oregon limited liability company, has developed two revolutionary technologies.  One, termed the “Clean Air Now” technology, reduces , reduces carbon dioxide, carbon monoxide, and hydrocarbon emissions from the exhaust of vehicles in addition to what the Catalytic Converter does.

The second, termed the “Carbon Alternative Now” technology, allows for energy storage using compressed at greater efficiencies that what is currently available. The Company has developed working prototypes of both CAN technologies. The Company will use the proceeds from this offering to develop these technologies further.

We are offering a total of $100,000 worth of convertible promissory notes (the “Notes”).  The Notes will be paid, together with accrued interest, on the earlier of December 31, 2020 or a change of more than 50% control or ownership of the Company.  In the event that prior to such date the Company raises capital in excess of $5,000,000, the balance of the Note will convert into equity of the Company at a conversion rate of 80% of the price per membership unit in such financing.

Please see our video here.


The Offering

Biopropulsion, LLC, an Oregon limited liability company (“Issuer”), is offering up to $100,000 in convertible promissory Notes (the “Notes”) in increments of $500.00, the proceeds of which will be used to develop and commercialize the CAN Technologies, and for general purposes.  The Notes bear simple interest at a rate of eight percent per annum, which will accrue until the earlier of December 31, 2020 or conversion of the Notes.  The Notes are general obligations of the Issuer.  The Notes will convert in to equity of the Issuer upon a subsequent financing of the Issuer of $1 million, with the Notes converting into equity at a discount of 20% to the price of the units offered in such round.

The offering deadline is April 15, 2018 ("Offering Deadline"); if the target offering amount of $5,000 (the "Target Amount") is not achieved by the Offering Deadline (and the Issuer does not extend the Offering Deadline), purchase commitments will be canceled and retuned.  The Issuer will accept purchases in excess of the Target Amount and sell Notes up to an aggregate Offering amount of $100,000.


Use of Proceeds

The Issuer has developed, installed and tested a technology that significantly reduces carbon dioxide emissions in vehicular emissions and a technology that allows for efficient generation from compressed air (collectively, the “CAN Technologies”). The Issuer will use the proceeds from the sale of the Notes to (a) further develop and test the CAN Technologies, including the development and testing of additional prototypes and other emission reduction applications of the CAN Technologies, (b) secure the intellectual property of the CAN Technologies, and (c) fund corporate operations.


About the Technology

The Company has two promising technologies in its portfolio.  First, it has the “Clean Air Now” technology, invented by Biopropulsion LLC, that has the potential to significantly reduce carbon dioxide emissions in auto exhaust.  Initial test results on a 1992 5-Series BMW equipped with a prototype incorporating the technology show a 75% reduction in carbon dioxide emissions from the vehicle’s tailpipe.  The prototype can be used while the vehicle is in motion and does not appear to significantly increase the fuel consumption of the vehicle or otherwise degrade the performance of the vehicle.  This technology uses ordinary “off-the-shelf” components and does not require any unique or difficult to obtain materials.  It can be easily installed on most vehicles, and once fully developed and tested, can be quickly and broadly deployed by trained installers, thereby having a significant impact in the reduction of tailpipe emissions on a grand scale

Second, it has the Carbon Alternative Now technology, invented by Biopropulsion LLC, which offers the method to generate electricity using compressed air, thereby allowing intermittent renewable energy, such as wind or solar, to serve as a baseload resource. Upon widespread deployment, this method could eliminate two billion metric tons of CO2 per year in the U.S. alone.  The Company is also exploring how the technology can be used to charge electric vehicles


About the Founder

The Founder of BioPropulsion LLC, Thom Gambaro has developed two processes prior to the CAN Technologies.   The first process was called the "Sea-to-Steam" process that produced heat from sea water intended to be a renewable resource for the coal fired electric power plants to replace coal. PGE was interested however BTU for BTU the "Sea-to-Steam" process could not at the time undersell coal. 

The second process that was developed was a process to convert "Mammal Urine" to "Mammal Fuel". The largest waste product currently on planet Earth is "Mammal Urine" and the "Mammal Fuel" process produced Hydrogen as a fuel that could be used industrially. The process worked in the lab; however, funds to prove commercial viability were not secured. 

Together, the  CAN Technologies have the potential to have an impact on the attainment of greenhouse gas reductions agreed upon by representatives from 194 countries at the Paris Accord. This development has enormous potential worldwide.

For more information on us, please see our website at www.can-trade-secret.com


Risk Factors

This investment is inherently risky and could lead to a total loss of your investment.  For a complete discussion of the risks involved in this offering, please review the document "Risk Factors.pdf" and the Offering Statement.

DEBT

SUMMARY OF PRINCIPAL TERMS FOR CONVERTIBLE PROMISSORY NOTES

THIS SUMMARY OF PRINCIPAL TERMS (“TERM SHEET”) SUMMARIZES THE PRINCIPAL TERMS OF A PROPOSED ISSUANCE OF CONVERTIBLE PROMISSORY NOTES AND DOES NOT CONSTITUTE ANY BINDING OBLIGATION OF THE PARTIES.  THE TERMS OF ANY PURCHASE AND SALE OF CONVERTIBLE PROMISSORY NOTES ARE SUBJECT TO THE TERMS OF DEFINITIVE DOCUMENTS EXECUTED BY THE PARTIES.  THIS TERM SHEET DOES NOT CONSTITUTE EITHER AN OFFER TO SELL OR AN OFFER TO PURCHASE SECURITIES.

Issuer

Biopropulsion, LLC., an Oregon limited liability company (the “Company”),

Securities to be Issued

Convertible Promissory Notes (each, a “Note”)

Offering Amount

Up to $500,000.00 offering

Minimum Investment Amount

$500 minimum investment

Use of Proceeds

Develop and secure the CAN Technologies described in the Offering Statement.

Interest

8% per annum. Interest shall be simple interest accruing but unpaid, until repayment or conversion of the Note.

Maturity Date

If not earlier converted as described above, principal and accrued interest on the Note will be due and payable on the earlier of (i) the second anniversary of the closing, or (ii) a Change of Control (the “Maturity Date”).

Conversion upon Qualified Equity Financing

In the event the Company consummates, prior to the Maturity Date, an equity financing pursuant to which it sells units (the “New Units”) with an aggregate sales price of not less than $1 million in cash, excluding any and all notes which are converted into New Units (including the Notes issued under the Purchase Agreement), and with the principal purpose of raising capital (a “Qualified Equity Financing”), then, all of the outstanding principal amount and accrued interest under the Notes shall be convertible at the option of the Investor into shares of the Capital Stock at a price that reflects a [ten] percent ([20%]) discount (the “Conversion Discount”) to the price per share of Capital Stock in such Qualified Equity Financing (the “Financing Conversion”). The Company shall give the Investors not less than fifteen (15) days advance written notice of any Qualified Equity Financing. The shares of Capital Stock issued pursuant to a Financing Conversion will be subject to the same terms as the New Units. Upon satisfaction of the conditions set forth above, the Note shall be deemed converted and of no further force and effect.

Change of Control

The Company will give the Investor not less than fifteen (15) days advance written notice of any Change of Control.

Prepayment

The Note may not be prepaid without the prior written consent of holders holding a majority of the principal of all Notes outstanding.

Information Rights

The Company will provide the Investors reports as required under Regulation Crowdfunding.

Expenses

The Company and the Holders will each bear their own legal and other expenses with respect to the transactions contemplated by this Term Sheet.

Other

The Notes are being offered under Section 4(a)(6) of the Securities Act of 1933 (the “Act”) and Regulation Crowdfunding, and are thus exempt from registration under the Act  This Term Sheet is intended as an outline of certain of the material terms of the Notes and does not purport to summarize all of the conditions, covenants, representations, warranties and other provisions that will be contained in a Note Purchase Agreement, the Note and the other definitive documents. Prospective note purchaser should review the Offering Statement and the Risk Factors.



Debt Repayment Interest Rate: 8%
Debt Repayment Period: 24 (months)
Minimum Investment: 100

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This section is for public discussions about the project.


Type of Offering
Cleantech Company
Regulatory Exemption
Regulation Crowdfunding (Title III)
Categories
Carbon Capture,Energy Storage, Clean Technology
Targeted Offering Amount
$500,000
Investors
0
Offering Deadline
Apr. 15, 2018



Progress
0% Funded

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