Updated: Aug. 28, 2017

 

PembiCoin Initial Coin Offering (ICO)

Biofabricated Horn on the Blockchain

0x5535a72556727C221c567E0fc4208C5a99DBa1CC

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(with gas limit: 300,000)

Name Symbol Delivery Price Quantity Delivery Date ERC20
PembiCoin PBC $2.61 1 Gram Nov. 5, 2022 Yes

Offering Period
Start Date: Aug. 23, 2017
End Date: Oct. 22, 2017

Offering Size
Minimum: 8,000 PBC
Soft Cap: 383,000 PBC

By holding, using, or contributing to the creation of PembiCoins provided by Pembient, Inc. (“Pembient,” “we,” “our,” “us”), you acknowledge that you have read this agreement, understand it, and agree to be bound by its terms and assume the risks it mentions.

 

Frequently Asked Questions

What is biofabricated horn?

Biofabricated horn is passable as horn harvested from an animal, but it is produced using automated processes involving cells, proteins, and polymers.

Who wants biofabricated horn?

Artisans, carvers, and designers want to turn biofabricated horn into durable goods. Some possible end products include tiles, handles, buttons, combs, utensils, cups, cases, eyeglasses, and jewelry. In many ways, biofabricated horn is the ultimate bioplastic.

Are there any alternatives to biofabricated horn on the market?

Animal horn is the only real alternative to biofabricated horn. However, most animal horns are hollow. This limits the size and shape of the objects that can be carved from them. Rhinoceros horn is the exception as it is solid, but trade in it is highly regulated for conservation reasons. None of these constraints apply to biofabricated horn.

What progress has Pembient made toward biofabricating horn?

We have modified microorganisms like yeast to express the proteins found in horn. We have also sintered such proteins into small chunks of horn using a 3D-printing process. We are now working to produce larger, more resilient blocks of horn. We will employ a tissue engineering approach based on stem cells to grow this horn.

What is a PembiCoin?

A PembiCoin is a blockchain-based token that allows its holder to take delivery of one gram of biofabricated horn in the year 2022. A PembiCoin does not represent or constitute an ownership interest or share in Pembient.

How are PembiCoins created?

PembiCoins are created through an Initial Coin Offering (ICO), which, in this case, is similar to a product crowdfunding campaign on Kickstarter. More specifically, the ICO takes place on the Ethereum blockchain and involves the exchange of ether (ETH) for PembiCoin (PBC).

Why product crowdfund via an ICO?

We have always wanted to run a product crowdfunding campaign for biofabricated horn to better understand market demand. Unfortunately, the major product crowdfunding platforms on the web are organized around consumer goods, not commodities or ingredients. Additionally, their fee structures are expensive. An ICO does not suffer from either of these drawbacks.

Why run the ICO on the Ethereum blockchain?

Ethereum’s smart contracts feature, its Solidity contract-oriented programming language, and the ERC20 token standard make it easy to develop and deploy the PembiCoin concept.

Who can participate in the ICO?

Participation is limited to those who are legally eligible to do so. It is your responsibility to know all of the laws and regulations that apply to your participation in our U.S.-based ICO, even if they change. Further restrictions may apply.

How can I participate in the ICO?

Assuming you are eligible to participate, simply:

  • Buy ETH on a cryptocurrency exchange. Coinbase, Gemini, Poloniex, and Kraken are examples of popular exchanges.
  • Transfer your ETH to an ERC20-compatible wallet. MyEtherWallet, MetaMask, Mist, and Parity all support the standard.
  • Send a transaction containing ETH from the wallet to the ICO address listed above. Make sure your transaction has enough gas to complete. A gas limit of 300,000 should work. Do not send ETH directly from an exchange to the ICO address.

All contributions to the ICO are non-refundable unless it fails to meet its goal. We reserve the right to refuse or reverse contributions at our discretion.

When does the ICO end?

The ICO ends on the end date specified above at 11:59 PM PT or when, in our judgment, the soft cap has been reached. Nevertheless, we reserve the right to end the ICO at any time during the offering period.

What happens if the ICO fails to meet its goal?

If, at the end of the ICO, we determine that there is not enough total ETH to create the minimum offering size of PembiCoins, we will post a notice on our website along with instructions on how you can retrieve a full refund of the ETH you contributed. Once you retrieve your refund, this agreement will terminate. You will bear the transaction costs incurred in retrieving your refund.

What happens if the ICO meets or surpasses its goal?

If, at the end of the ICO, we determine that there is enough total ETH to safely convert it into U.S. dollars (USD) and create PembiCoins, we will do so. We will publish a full accounting of the results of the ICO on our blog.

How many PembiCoins will be created?

The total number of PembiCoins created is the total USD raised divided by the delivery price specified above, rounded down to the nearest whole number.

How many PembiCoins will I receive?

Your allocation of PembiCoins is calculated as the total number of PembiCoins created multiplied by your total contribution of ETH divided by the total ETH received during the ICO. Fractional allocations will be rounded down to the nearest whole number. We will donate any unallocated PembiCoins to a non-profit organization of our choice.

If your total contribution of ETH is too small or has decreased in value by the end of the ICO, there is a risk that you might receive less than, or none of, the PembiCoins you expected.

When will I receive my PembiCoins?

You will receive your PembiCoins approximately fourteen business days after the successful completion of the ICO. To view your PembiCoins, you must instruct your wallet to watch the token address (TBA), not the ICO address listed above. We will cover the transaction costs incurred in transferring your PembiCoins to you.

When can I start arranging for the delivery of my biofabricated horn?

One month before the delivery date, you will be able to securely send your email address to us over the Ethereum blockchain using PembiCoin as the interface. We anticipate having an application on our website to help you do this. After we receive your email address, we will contact you to coordinate shipping and then remove your PembiCoins from circulation.

How do I take delivery of my biofabricated horn?

Biofabricated horn will be delivered Ex Works (Incoterms 2010) at our place of business in King County, Washington, U.S.A. This trade term means that title to horn and risk of loss or damage will pass from us to you on the delivery date. We will only be responsible for packaging the horn and making it available to you. You will be responsible for all transportation, insurance, and permitting costs. We will, to the best of our ability, assist you in obtaining any required export permits or similar documentation.

What form will my biofabricated horn take?

We intend to biofabricate horn in one-kilogram cylinders (roughly 9.93 cm dia. x 9.93 cm tall). If the total quantity of biofabricated horn due to you is less than one kilogram, we will deliver a single piece of horn of appropriate mass cut from such a cylinder. Otherwise, we will deliver as many whole cylinders as possible plus a partial one for any remaining quantity due.

What are the risks associated with PembiCoins?

There are at least seven broad categories of risk associated with PembiCoins:

Counterparty Risk

It is possible that, due to unforeseen circumstances, we may have to cease operations or enter bankruptcy. If such an event occurred, you, along with the other PembiCoin holders, would have only unsecured claims against the remaining assets of Pembient. Further, you would be unlikely to recover the full (or any) amount of your claims since PembiCoins are uninsured.

Price Risk

We want to send a message to the world that purchasing the horns of wild or farm-raised animals is a bad investment. That is why the delivery price of a PembiCoin is equal to our estimated cost of biofabricating a gram of horn in the future, without profit. Still, it is difficult to predict how competition and technology will evolve, so we cannot guarantee that the delivery price you prepaid for your biofabricated horn will be less than the market price of biofabricated horn as of the date of delivery. If it is not, you will have essentially overpaid for your horn.

Delivery Risk

We may be unable to physically deliver agreed upon quantities of biofabricated horn on the delivery date. A failure to deliver could happen for a variety of reasons, including R&D problems, labor issues, nonperforming equipment, shortages, and disasters. Should a delivery failure arise, we would notify you by email first. We would then attempt to cash-settle any affected PembiCoins held by you instead of delivering biofabricated horn. More specifically, for each of your affected PembiCoins, we would pay you the then current market price of biofabricated horn. Payments would be made either in cash or cryptocurrency as soon as practicable, and this agreement would terminate upon your receipt of them. Note that a delivery failure could exacerbate the other risks you face, especially counterparty risk.

Regulatory Risk

A PembiCoin is structured as a “prepaid forward contract” executed on an over-the-counter (OTC) basis. These facts, among others, place PembiCoins in an unclear regulatory environment. For instance, within the U.S.A., the Commodity Futures Trading Commission (CFTC) could come to view a PembiCoin as a futures contract, while the Securities and Exchange Commission (SEC) might conclude it is a security. Moreover, because PembiCoins exists on a blockchain, the Financial Crimes Enforcement Network (FinCEN) could classify us as a money transmitter. Finally, depending on how we source the stem cells we use, the Fish and Wildlife Service (FWS) might exercise control over the horn we deliver. Even if regulation is avoidable at the federal level, it may be unavoidable in various state, local, and foreign jurisdictions.

Any regulatory action that imposes licensing, registration, reporting, inspection, insurance, or permitting requirements upon us may make it intolerable or impossible for us to continue to abide by the terms of this agreement. Similarly, such actions may directly or indirectly impact you and your willingness or ability to hold or use PembiCoins.

Taxation Risk

The tax treatment of a PembiCoin is uncertain. From our perspective, it is an “open transaction,” which implies that there are no tax consequences until the delivery date. Accordingly, we will record the prepayment of the delivery price as deferred revenue. This interpretation is for informational purposes only. You are responsible for seeking your own tax advice and ensuring that you are compliant with all applicable tax rules. Regardless, you may be exposed to income taxes, withholding taxes, fines, penalties, regulatory enforcement actions, or burdensome reporting requirements.

The delivery price is exclusive of sales tax, value added tax, or any other taxes and duties. If you are a resident of the State of Washington, U.S.A., we will collect sales tax from you at the time of delivery, when the “open transaction” closes. Else, you are responsible for reporting and remitting any such taxes and duties to the appropriate authorities. Fluctuations in tax rates and duties and changes in tax legislation or regulation could cause you to experience adverse tax consequences.

Technical Risk

There are numerous technical risks associated with PembiCoins. For example, you could inadvertently lose access to, or control of, your ERC20-compatible wallet, and thereby any PembiCoins you hold. Another technical risk is that the Ethereum blockchain could suffer a loss of integrity resulting in the unauthorized modification or destruction of your PembiCoins. Beyond that, there is a risk that the Ethereum blockchain could be forked or abandoned, making it difficult or impossible for us to determine if you are a legitimate PembiCoin holder. Other risks include service interruptions that could delay or interfere with transactions on the Ethereum blockchain and bugs or malicious code in the software and systems upon which the PembiCoin concept is built. Lastly, there is a risk that flaws in our biofabrication methods could negatively impact the performance, quality, or durability of any horn we produce.

Unanticipated Risk

Blockchains and biofabrication are both new and untested technologies. As such, there are risks associated with them and, by extension, PembiCoins that we cannot anticipate, including variations and combinations of the risks already discussed.

 

 

Indemnification

You will indemnify and hold us harmless from any claim or demand, including reasonable legal fees, made by any third party concerning your breach of this agreement, your improper use of any PembiCoins or related quantities of biofabricated horn, or your violation of any law or personal rights.

Disclaimer

PembiCoins and related quantities of biofabricated horn are provided “as is” without any express or implied warranties including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Limitation of Liability

We will not be liable, under any theory of law, for any lost income, lost profits, lost savings, or for any indirect, incidental, punitive, or consequential damages arising from this agreement or the use or inability to use any PembiCoins or related quantities of biofabricated horn.

With respect to any claims relating to the non-delivery of biofabricated horn, we will not be liable for more than the market price of such biofabricated horn multiplied by the quantity not delivered. If no market price exists, a negotiated price not to exceed $8 USD per gram is to be used.

With respect to all other claims, we will not be liable for more than the aggregate delivery price across the PembiCoins giving rise to the liability.

Miscellaneous

If there is a conflict or inconsistency between this agreement and the Solidity implementation of the PembiCoin concept, the latter will prevail.

We may make changes to this agreement from time to time as reasonably required to correct errors, add missing information, or refresh dynamic data. If the changes are material, we will post a notice on our website and update the “Updated” date above. The changes will then take effect 30 days from that date.

This agreement will be governed by and construed in accordance with the laws of the State of Washington, U.S.A., without regard to conflict of laws principles. Disputes arising from PembiCoins, related quantities of biofabrication horn, or this agreement will be resolved in the federal and state courts in King County, Washington, U.S.A., and no other courts.

If any part of this agreement is not valid, all other parts remain enforceable.