As of August 2011, Therapy Cells, Inc. (f/k/a Diamond Information Institute, Inc.), a Wyoming corporation (the "Company"), intends to raise $5 Million through its private placement of preferred Series D stock being made in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Act"), pursuant to Section 4(2) of the Act and Rule 506 of Regulation D promulgated under such section of the Act. The private offering commenced on or about August 2011 and is continuing. The Company's private placement seeks a maximum of $5,000,000 of total capital (including the overallotment provision) by offering up to 2,000,000 shares of preferred Series D stock at $2.50 per share. The placement is being made only to prospective investors who qualify as "accredited investors" as defined in Rule 501 of Regulation D of the Act. The capital raised in the private placement is expected to be utilized as follows: (1) $780,000 to operating expenses; (2) $450,000 to marketing; (3) $1,800,000 to pay for FDA approval, consultants, and related expenses; (4) $1,000,000 to research and development; (5) $970,000 held in a cash reserve. The Company plans to continue the private offering of the shares in the private placement until September 30, 2011, but, may extend the time of the offering in accordance with its terms.
This notice does not constitute an offer to sell nor a solicitation to buy a security. Any offer to sell or a solicitation to buy a security from the Company is made only to prospective investors with whom the Company has a pre-existing relationship and only by the complete Confidential Private Placement Memorandum covering the Company's common stock in the private placement, including the risk factors described in the Memorandum.
The securities offered in the Company's private placement have not been registered under the Act or any state securities laws. .. cont;d
he securities offered in the Company's private placement have not been registered under the Act or any state securities laws. No shares may be resold, assigned or otherwise transferred unless a registration statement under the Act is in effect, or the Company has received evidence satisfactory to it that such transfer does not involve a transaction requiring registration under the Act and is in compliance with the Act.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.