Future Financing
Date: May 25, 2026
Future Offerings and Regulatory Compliance
Any future issuance, offering, sale, distribution, or transfer of CPX Tokens, if conducted, will occur only in accordance with applicable laws and regulations. Such activities 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 under applicable securities, crypto-asset, financial services, and related laws. Any such issuance, offering, sale, distribution, or transfer may occur only through authorized distribution channels, approved subscription or participation mechanisms, and in jurisdictions where such activities are legally permitted. No representation or assurance is made that any registration, authorization, notification, approval, exemption, exclusion, or regulatory classification will be obtained, maintained, or remain available. Nothing herein shall be construed as an offer, solicitation, commitment, undertaking, or obligation to conduct any future issuance, offering, sale, distribution, or transfer of 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 Ciphex restricts or prohibits 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 reserves the right, at any time and in its sole discretion, to conduct compliance reviews, identity verification procedures, sanctions screening, eligibility assessments, and other lawful compliance measures. Ciphex may restrict, suspend, block, refuse, terminate, or otherwise limit access to CPX Tokens, related services, websites, applications, products, features, or activities where it determines that such action is necessary or appropriate to comply with applicable laws, regulations, sanctions, court orders, governmental requests, internal compliance policies, security requirements, or risk-management procedures.
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 any other matter relevant to compliance obligations. Failure to provide requested information, or the provision of inaccurate, incomplete, misleading, or outdated information, may result in restricted access, suspension, termination of participation, or other compliance measures deemed appropriate by Ciphex.
Neither Ciphex nor any of its affiliates, directors, officers, employees, contractors, service providers, or representatives shall have any liability or obligation arising from any restriction, suspension, refusal, delay, termination, or limitation of access implemented in good faith for legal, regulatory, compliance, security, operational, or risk-management purposes.
By accessing information relating to CPX Tokens, participating in any offering, subscription process, token-related activity, or acquiring, holding, or using CPX Tokens, each participant represents, warrants, acknowledges, and agrees that they have reviewed and understood the disclosures, risk factors, agreements, policies, and other materials made available by Ciphex through its website, approved distribution channels, subscription systems, 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 any securities, crypto-assets, financial services, tax, anti-money laundering, sanctions, consumer protection, or other legal requirements in their jurisdiction. Participants acknowledge that Ciphex does not provide legal, tax, financial, investment, accounting, or regulatory advice and that participants are responsible for obtaining independent professional advice where appropriate.
Each participant acknowledges and accepts that participation in any offering, subscription process, token acquisition, or token-related activity involves significant risks, including the risk of partial or total loss of capital. Participants further acknowledge that any funds, digital assets, or other consideration contributed through websites, applications, smart contracts, wallets, payment systems, subscription platforms, or other online or electronic mechanisms may be lost in whole or in part as a result of market conditions, 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 expressly acknowledge and accept that CPX Tokens may lose some or all of their value and that any capital contributed, whether directly or indirectly, may be lost in its entirety. By participating, each participant voluntarily assumes 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)