SPV Investor Term Sheet

 

SPV Name: 1004VP SPV I, LLC

Manager/GP: 1004VP Management, LLC

Target Company: Sinaptica Therapeutics, Inc.

Purpose: Invest in Sinaptica's convertible note to support pivotal Phase 2 studies and commercial readiness

1. Key Investment Terms

Instrument: Convertible Note
Valuation Cap: $55,000,000
Discount: 20%
Interest Rate: 6%
Maturity: 2 years
Conversion Trigger: Upon $5M+ qualified equity financing or maturity
Preferred Stock Conversion: Converts into Series A shares
Use of Proceeds: Support Phase 2 trials (Italy and U.S.) and device development

2. SPV Details

Total SPV Raise: $500,000
Minimum Investment:
→ Individuals: $10,000
→ Entities (Funds, Family Offices): $150,000
Deadline: Commitment, signed docs, and funds due by July 31, 2025

3. Economics

Management Fee: 2% annually, drawn from a 5-year upfront reserve
Carry: 20% of net profits after full return of capital
Fund Admin & Ops: Covered by the management fee
Unused Fee: Refunded if liquidity event occurs before full term

4. Return Potential (Projections Only)

5–6 Year Revenue Projection: ~$260M – $500M
Estimated Exit Range: $1.3B – $4.8B

Implied Revenue Multiple:
→ Non Pro-rata Investors: ~48x – 160x
→ Pro-rata Investors: ~13x – 48x
These figures are forward-looking and not guaranteed.

5. Distributions

Waterfall Structure:
→ Return of capital
→ 80% of profits to LPs / 20% to GP (carry)
→ Distributions made pro-rata

6. Governance & Operations

GP retains full management and decision rights
No transfer of interest without GP approval
Investor communications shared quarterly or upon material events

7. Confidentiality

All materials, data, and terms are strictly confidential and may not be disclosed or shared without prior written consent from 1004VP.

8. Penalty Clause

Failure to comply with commitment (including late wire or withdrawal post-commitment) may result in:

Disqualification from the SPV
Penalty of $150 per day for delays after July 31, 2025 (capped at 10 days)
Potential forfeiture of allocation at GP’s discretion

9. Payment Instructions

Please send your capital contribution via ACH using the following:

Account Name: 1004VP SPV I, LLC 

Bank Name: Capital First Bank 

Routing Number: 123456789 

Implied Revenue Multiple:
→ Non Pro-rata Investors: ~48x – 160x
→ Pro-rata Investors: ~13x – 48x
These figures are forward-looking and not guaranteed.

5. Distributions

Waterfall Structure:
→ Return of capital
→ 80% of profits to LPs / 20% to GP (carry)
→ Distributions made pro-rata

6. Governance & Operations

GP retains full management and decision rights
No transfer of interest without GP approval
Investor communications shared quarterly or upon material events

7. Confidentiality

All materials, data, and terms are strictly confidential and may not be disclosed or shared without prior written consent from 1004VP.

8. Penalty Clause

Failure to comply with commitment (including late wire or withdrawal post-commitment) may result in:

Disqualification from the SPV
Penalty of $150 per day for delays after July 31, 2025 (capped at 10 days)
Potential forfeiture of allocation at GP’s discretion

9. Payment Instructions

Please send your capital contribution via ACH using the following:

Account Name: 1004VP SPV I, LLC 

Bank Name: Capital First Bank 

Routing Number: 123456789 

Account Number: 9876543210 

Account Type: Business Checking 

Reference: [Your Full Name] – Sinaptica SPV

 

Send wire confirmation to: invest@1004vp.com