Regulation D · Rule 506(c)

Accredited Investor Portal

Thank you for your interest in investing in NanoNest. This portal will guide you through the investment process step by step. Please complete each section in order.

$25,000
Minimum Investment
$0.50
Per Share (Class B)
$10M
Offering Size

How to Invest

Complete these steps to finalize your investment in NanoNest. Our team is available to assist you at any point.

1

Review the Private Placement Memorandum ~20 min read

Before investing, please carefully review our Confidential Private Placement Memorandum (PPM). This document contains important information about NanoNest, the terms of the offering, risk factors, and use of proceeds.

View PPM Document Download PDF
2

Complete the Subscription Agreement ~10 min

The Subscription Agreement is the formal document confirming your investment in NanoNest. It includes representations regarding your understanding of the risks, your investment amount, and your eligibility as an accredited investor. You will complete and e-sign this via DocuSign.

Complete & Sign Agreement

Powered by DocuSign. You will receive a signed copy via email upon completion.

3

Fill Out the Investor Questionnaire ~5 min

This questionnaire collects your basic information and confirms your accredited investor status. It is required under SEC Regulation D, Rule 506(c). You will complete and e-sign this via DocuSign.

Complete Questionnaire

Powered by DocuSign. A signed copy will be sent to you and our team automatically.

4

Verify Your Accredited Investor Status ~10 min + processing

Under SEC Rule 506(c), we are required to take reasonable steps to verify that each investor is accredited. We use VerifyInvestor.com, a trusted third-party verification service. You will securely upload documentation (such as tax returns, bank statements, or a letter from your CPA/attorney) directly to their platform.

Verify Accredited Status

Your documents are uploaded securely to VerifyInvestor.com and reviewed by a licensed attorney. Typical turnaround is 1-2 business days.

5

Wire Your Investment

Once your subscription documents are signed and your accredited investor status is verified, our team will send you secure wire transfer instructions via email. Please do not wire funds until you have received confirmation from NanoNest.

Wire Instructions Sent After Approval

For your security, wire instructions are only provided after all documentation and verification are complete.

Frequently Asked Questions

What is an accredited investor?

An accredited investor is an individual with a net worth exceeding $1 million (excluding primary residence) or annual income exceeding $200,000 individually ($300,000 jointly with a spouse) in each of the two most recent years, with a reasonable expectation of the same this year. Certain entities and professionals also qualify. Full criteria are outlined in the Investor Questionnaire.

What is a Reg D 506(c) offering?

Regulation D, Rule 506(c) allows companies to raise capital from accredited investors without registering with the SEC. Unlike 506(b), this rule permits general solicitation and advertising, but requires the company to take reasonable steps to verify that all investors are accredited.

How long does the verification process take?

VerifyInvestor.com typically completes verification within 1-2 business days after you submit your documentation. Common documentation includes recent tax returns or W-2s, bank/brokerage statements, or a letter from your CPA, attorney, or registered investment advisor.

What is the minimum investment?

The minimum investment for accredited investors is $25,000. Shares are priced at $0.50 per share (Class B Common Stock, non-voting) with a pre-money valuation of $100,000,000. The total offering size is up to $10,000,000.

Is my personal information secure?

Yes. All documents are signed via DocuSign, an industry-leading e-signature platform with bank-grade encryption. Accredited investor verification is handled by VerifyInvestor.com, where your sensitive documents are transmitted over encrypted connections and reviewed by licensed attorneys bound by confidentiality obligations.

Who do I contact with questions?

Please reach out to our investor relations team at Jennifer@nanonests.com or call 310-866-1774. We are happy to walk you through the process or answer any questions about the offering.

Questions? We're Here to Help.

Our investor relations team is available to assist you at every step of the process.

Important Risk Disclosure

Investing in private companies involves substantial risk, including the possible loss of your entire investment. The securities offered have not been registered under the Securities Act of 1933 or any state securities laws and are being offered in reliance on exemptions from registration under Regulation D, Rule 506(c). These securities are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws. Investors should be able to bear the economic risk of their investment for an indefinite period of time. Past performance is not indicative of future results. Please review the Private Placement Memorandum carefully before investing.