Financing Activities
Date: July 18, 2026
IV. Future Financing and Regulatory Compliance
Any future issuance, offering, sale, or distribution of CPX Tokens ("Digital Financing"), if conducted, may be subject to applicable laws and regulations. Where applicable, any Digital Financing may be undertaken solely pursuant to an effective registration statement, approved disclosure document, executive summary, offering memorandum, presentation, term sheet, or other legally required documentation, or pursuant to an available exemption, exclusion, authorization, or other lawful basis. Ciphex may determine, in its sole discretion, the jurisdictions, geographic locations, distribution channels, and other conditions under which any Digital Financing may be conducted. Access to any Digital Financing may be restricted, limited, or unavailable in jurisdictions where participation is sanctioned, prohibited, or restricted under applicable laws and regulations. Any person or legal entity contemplating participation in any Digital Financing is solely responsible for determining their eligibility to participate, including, without limitation, complying with all applicable laws and regulations in their jurisdiction and obtaining independent legal, tax, financial, accounting, or other professional advice on any contemplated participation in any Digital Financing. Nothing herein shall be construed as an offer, solicitation, commitment, undertaking, or obligation to conduct any Digital Financing involving CPX Tokens.
CPX Tokens are not intended to be offered, sold, or made available to, acquired by, or held by any prohibited or restricted person. For purposes of these disclosures, a "Prohibited or Restricted Person" includes, without limitation:
Any "U.S. person" as defined in Regulation S under the U.S. Securities Act of 1933, as amended, including any natural person resident in the United States, any entity organized or incorporated under the laws of the United States, any trust or estate subject to U.S. jurisdiction, or any account, arrangement, or entity held for the benefit of a U.S. person. CPX Tokens have not been registered under the U.S. Securities Act of 1933, as amended, or any other applicable U.S. federal or state securities laws. CPX Tokens may not be offered, sold, distributed, transferred, pledged, delivered, or otherwise made available in the United States or to, for the account or benefit of, any U.S. person unless such registration has occurred or an applicable exemption or exclusion is available.
Any person or entity located in, resident in, established in, or otherwise subject to the laws of any Member State of the European Union or the European Economic Area where the offer, sale, distribution, transfer, marketing, promotion, or availability of CPX Tokens would require registration, authorization, notification, approval, admission, publication of legally required disclosure materials, or compliance with Regulation (EU) 2023/1114 on Markets in Crypto-Assets (MiCA) or any related national legislation, and such requirements have not been satisfied.
Any person or entity resident in Canada, or otherwise subject to Canadian securities laws, unless the offer, sale, distribution, or acquisition of CPX Tokens is conducted in compliance with all applicable federal, provincial, and territorial securities laws and regulatory requirements. In general, the distribution of securities in Canada requires a prospectus and registration unless a valid exemption is available under applicable law. Participation is not permitted where the distribution of CPX Tokens would be restricted, prohibited, or otherwise unavailable under applicable law.
Any person or entity located in, resident in, established in, or otherwise subject to the laws of the United Kingdom where the offer, sale, distribution, transfer, marketing, promotion, or availability of CPX Tokens would require registration, authorization, approval, notification, publication of legally required disclosure materials, or compliance with applicable securities, financial services, financial promotion, crypto asset, anti-money laundering, or other applicable laws and regulations, and such requirements have not been satisfied.
Any person or entity located in, resident in, organized under the laws of, or ordinarily conducting business in any jurisdiction subject to comprehensive economic sanctions, trade restrictions, embargoes, or similar restrictive measures administered or enforced by the United Nations, the United States, the European Union, the United Kingdom, Canada, or any other applicable governmental authority.
Any person or entity that:
- (a) is subject to sanctions, restrictive measures, asset freezes, or similar governmental restrictions;
- (b) appears on any sanctions list, restricted persons list, blocked persons list, denied parties list, prohibited persons list, or similar list maintained by any governmental, regulatory, or enforcement authority;
- (c) is involved in, suspected of involvement in, or derives proceeds from money laundering, terrorist financing, proliferation financing, fraud, corruption, market abuse, sanctions evasion, or other unlawful activities; or
- (d) is otherwise prohibited from participating under applicable anti-money laundering, counter-terrorist financing, sanctions, financial crime, or related laws and regulations, including standards and recommendations published by the Financial Action Task Force (FATF).
Any person or entity located in a jurisdiction where the acquisition, holding, use, transfer, sale, disposition, or redemption of CPX Tokens would be unlawful or would require a registration, license, authorization, approval, notification, filing, or other regulatory action that has not been obtained. This category also includes any person or entity whose access to Ciphex is restricted or prohibited for legal, regulatory, compliance, operational, security, reputational, risk-management, or business-integrity reasons.
By accessing information relating to CPX Tokens, participating in any token-related activity, acquiring, holding, using, transferring, or otherwise interacting with CPX Tokens, each person represents, warrants, and acknowledges that:
- (a) They are not a Prohibited or Restricted Person;
- (b) They are legally permitted to participate under all laws and regulations applicable to them;
- (c) Their participation does not violate any applicable law, regulation, sanction, restriction, court order, governmental requirement, or contractual obligation; and
- (d) They will immediately cease participation if they become a Prohibited or Restricted Person or otherwise become ineligible to participate.
Ciphex may require any person to provide information, certifications, representations, AML/KYC documentation, or other evidence, as reasonably requested, to verify identity, residency, beneficial ownership, source of funds, eligibility, legal compliance, or other matters relevant to its compliance obligations. Failure to provide requested information, or providing information that is inaccurate, incomplete, misleading, or outdated, may result in restricted access, suspension, termination of participation, or other compliance measures deemed appropriate by Ciphex.
The Ciphex Content is intended to provide balanced, factual, and non-promotional information regarding the Ciphex Capital Ecosystem and other information Ciphex considers appropriate to facilitate informed, independent due diligence. Ciphex has adopted certain disclosure best practices derived from, where relevant, the U.S. Securities Act of 1933, as amended, the U.S. Securities Exchange Act of 1934, as amended, and Regulation (EU) 2023/1114 on Markets in Crypto-Assets (MiCA). Nothing contained in any Ciphex Content shall be construed as representing regulatory approval, registration, authorization, endorsement, certification, or compliance with any specific disclosure or regulatory framework, except to the extent expressly stated.
Ciphex relies upon proprietary intellectual property, confidential and trade secret information, research and development initiatives, quantitative and algorithmic frameworks, trade secrets, analytical methodologies, analytical and distributive logic models, technical overview architectures, infrastructure and software dependency layers, API functionalities, code components or integration assemblies, source code integral to proprietary processes and methods for products and services, and any technical documentation containing descriptive, proprietary, or trade secret applications of the foregoing in connection with commercial and other economic strategies developed by Cipherion Capital SA ("Cipherion"), or by licensors, service providers, creators, or other contributors on behalf of Cipherion for the benefit and exclusive conditional use of Ciphex (collectively, the "Proprietary Properties"). Ciphex provides non-proprietary and non-confidential information relating to its Proprietary Properties that it considers appropriate to facilitate informed, independent due diligence, while protecting Proprietary Properties, confidential information, trade secrets, and other commercially sensitive information.
Requests for written or oral disclosure of Proprietary Properties beyond publicly available information are expressly restricted and are not considered part of ordinary or practical due diligence participation. Without limitation, Ciphex does not provide access to servers, technical staging, production or development environments, source code repositories, database or database tables, API libraries, datasets and software components, technical integration libraries or UX specification libraries, or any other environment, system, documentation or resource containing or providing access to Proprietary Properties. Nothing contained in this section shall be construed as requiring Ciphex to disclose Proprietary Properties or to facilitate technical, operational, commercial, or security reviews beyond the public information intentionally made available by Ciphex.
Where Ciphex determines, in its sole discretion, that limited access to certain Proprietary Properties is appropriate, such access may be provided only on a limited and supervised basis and subject to applicable non-disclosure, confidentiality, information security, and other contractual arrangements appropriate to the nature and scope of the request. Any such access shall be strictly limited to the information, materials, systems, environments, or activities expressly authorized under the applicable arrangement and shall not be construed as granting broader access to Proprietary Properties or any continuing right of access. Ciphex has no obligation to grant, continue, expand, renew, or otherwise provide access to any Proprietary Properties, whether limited, supervised, or otherwise.
Participation in digital asset markets, including the buying, holding, transferring, staking, lending, borrowing, and swapping of cryptocurrencies, tokens, and other digital assets, involves substantial risk including the partial or total loss of any invested capital. Participants may not benefit from the legal protections, safeguards, rights, remedies, or regulatory oversight applicable to securities, investment instruments, banking and financial services, or other regulated financial products. Accordingly, participants should not expect statutory disclosures, prospectus-level protections, registration safeguards, suitability or appropriateness assessments, fiduciary duties, investor compensation schemes, dispute resolution mechanisms, continuous disclosure obligations, periodic financial reporting, audit requirements, governance rights, or other protections that may otherwise apply to regulated issuers, listed securities, or regulated financial products under applicable law.
By accessing information relating to CPX Tokens or participating in any token-related activity, or the acquisition, holding, or use of CPX Tokens, each participant represents, warrants, acknowledges, and agrees that they have reviewed and understood the disclosures, agreements, risk factors, policies, and other materials made available by Ciphex through its website, approved distribution or other authorized communication channels. Each participant further represents and warrants that they are solely responsible for determining whether their participation is lawful and appropriate under the laws and regulations applicable to them, including, without limitation, securities, crypto-assets, financial services, taxation, anti-money laundering, sanctions, consumer protection, and other legal requirements in their jurisdiction. Participants further acknowledge that Ciphex does not provide legal, tax, financial, investment, accounting, or regulatory advice and that they are responsible for obtaining independent professional advice where they consider appropriate.
Neither Ciphex nor any of its affiliates, directors, officers, employees, contractors, service providers, or representatives shall be liable for any restriction, suspension, refusal, delay, termination, or limitation of access implemented in good faith for legal, regulatory, compliance, security, operational, or risk management purposes.
Each participant acknowledges and accepts that participation in any Digital Financing involves significant risks, including the possible partial or total loss of capital. Funds, digital assets, or other consideration contributed through websites, applications, smart contracts, wallets, payment systems, or other electronic mechanisms may be lost in whole or in part as a result of technological failures, cybersecurity incidents, operational disruptions, regulatory actions, third-party service provider failures, user error, loss of access credentials, or other known or unknown risks. Participants acknowledge that CPX Tokens may lose some or all of their value and voluntarily assume all risks associated with the acquisition, holding, transfer, use, or disposition of CPX Tokens, as well as any related activities. (See additional Significant Risk Disclosure)