Intelligent Bioenergetics, Inc. - Equiscope...We estimate the total addressable Equiscope market...

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Intelligent Bioenergetics, Inc. Company Overview – August 2018

Transcript of Intelligent Bioenergetics, Inc. - Equiscope...We estimate the total addressable Equiscope market...

Intelligent Bioenergetics, Inc.

Company Overview – August 2018

OVERVIEW

Electrotherapy uses electrical impulses to treat soft tissue injuries, neurological conditions and stimulate muscles to improve strength and sensation for a broad range of uses including pain management, cardiology, tissue repair, sports medicine and rehabilitation in humans as well as animals, in addition to esthetics / cosmetics.

Founded in 2012, Intelligent Bioenergetics (“Intelligent Bioenergetics”, the “Company”, “we” “our” or “us”) markets and sells electrotherapy devices manufactured by Biomedical Development Corp.1 to health and wellness professionals treating human and equine patients, and estheticians.

Since commencement of operations in July 2013, we have sold more than ___ units and generated approximately $4.1 million in sales.

Our CEO and founder, John Thorp has clinically developed proven protocols over the past 30 years, based on more than 20,000 patients and 45,000 treatment hours with a 90% success rate in the reduction of chronic pain.

We believe bioenergetic technology has the potential to have a tremendous impact on healthcare by providing treatment designed for precise pain relief, neuromuscular rehabilitation and neurological therapies with science-based medicine that may outperform today’s current treatments for acute and chronic pain and disease. We intend to become the leading provider of bioenergetic technology worldwide.

Background

The predecessors to the current Electro-Equiscope (“Equiscope”), the Electro-Acuscope and Electro-Myopulse, received FDA registration status in 1983 as Class II medical devices. The Equiscope received FDA registration in 2014.

The body is comprised of billions of tiny capacitors, and as each cell embodies the characteristics of a battery/capacitor, our Equiscopes enhance the body’s ability to store energy by strengthening its membrane potential.

1 The Company has no formal agreements with Biomedical Development Corp. (also known as Biomedical Design), an entity affiliated with Dr. Anthony Nebrensky and from which the Company intends to purchase Equiscopes, Acuscopes, Neuroscopes and Myopulses that will, in some cases, be "private labeled" for the Company, as well as related skincare products. Certain of the devices will be recalibrated prior to shipping for use with horses and humans, as required. Dr. Nebrensky and/or his affiliates own all of the intellectual property related to the foregoing products. In addition, Thorp Institute of Integrated Medicine, Inc. ("Thorp Institute"), an entity affiliated with the Company's founder, has entered into an agreement to license certain intellectual property and exclusivity rights to the Company, including the exclusive right to purchase certain branded Neuroscopes known as the "1845 Facilitator" and the "Unifier 1945" from Biomedical Development Corp. However, Thorp Institute has no formal agreement with Biomedical Development Corp. with regard to such exclusivity and this exclusivity may not be transferable to or enforceable by the Company.

Applications:

• Increase range of motion (ROM) • Expedite healing • Reduce swelling and inflammation • Enhance athletic performance • Enhance cell function (ATP) • Stimulate detoxification • Reduce / often eliminate pain • Smooth and tighten soft tissue

Electrotherapy can relieve pain associated with conditions such as:

• Arthritis • Nerve entrapment • Back injury (acute and chronic) • Neuropathy • Broken bones • Plantar fasciitis • Bursitis • Scar tissue repair • Carpal tunnel syndrome • Spinal injuries • Circulatory disorders • Sports injuries • Disc injuries • Stress reducing • Fibromyalgia • TMJ • Headaches

INVESTMENT

We are raising up to $2.7 million through the sale of up to 5,400,000 shares ("Offered Shares") of the Company's Series A Preferred Stock at a price of $0.50 per share (the "Offering"). The Offering is being made pursuant to an exemption from registration under Rule 506(c) of Regulation D of Section 402(a)(2) of the Securities Act. The Offering is open to accredited investors only subject to a minimum investment of $30,000. Proceeds will be used for R&D, sales and marketing, operations and inventory expense.

We expect that the proceeds, if the maximum offering is completed, will be sufficient to operate our business plan through the remainder of 2018. We intend to commence a follow-on offering to the Offering in the first half of 2019 to raise additional expansion capital.2

Pre-Offering Post-Offering Pro Forma Capitalization Shares Out % of Out Shares Out % of Out Founders 9,500,000 93.0% 9,500,000 60.8% Others 218,750 2.1% 218,750 1.4% Current Offering - 0.0% 5,400,000 34.6% 2018 Stock Plan 500,000 4.9% 500,000 3.2%

Total 10,218,750 100% 15,618,750 100%

2 We anticipate an additional $2.7 million will be required to bring the business to cash flow positive performance and believe that if we hit certain key milestones over the next three quarters of 2018 we will be in a strong position to raise capital at a material premium to the current offering price. For the purpose of the Pro Forma ROI analysis contemplated herein, we are assuming an offering at $2.00 per share, which will result in an issuance of an additional 1,375,000 shares in 2019.

Key Offering Data Max Use of Proceeds Corporate Structure Research and Development $ 273,000 Shares Out 9,718,750 Inventory 750,731 Warrants/Options Out 500,000 Marketing and Sales 640,000 Convertible Debt $ - Operations 959,269 Shares issued on Debt Conv. - Misc. 77,000 Shares Out Fully Diluted 10,218,750 Gross Proceeds $ 2,700,000 Offering $ 2,700,000 Offering Expenses 189,000 Offering Price/Share $ 0.50 Net Proceeds $ 2,511,000 Offered Shares 5,400,000 Post Offering Shares Out (FD) 15,618,750 Post Offering Valuation $ 7,809,375

MARKET

The global physiotherapy equipment market is estimated at $16.3 billion in 2016 and is expected to grow at a CAGR of 7.1% through 2022.3 Therapeutic modalities include hydrotherapy, cryotherapy, continuous passive motion, electrical stimulation, electrotherapy, ultrasound, heat therapy and therapeutic exercise.

During the 1950s, Nakatani (Japan)4 and Voll (Germany)5 actively experimented and researched low-amplitude electro-currents (microamps), both hybrid forms of electro-diagnostics and treatments. It was not until Melzack-Wall67 discovered the gate control theory of pain in the 1960s, (theorizing that AC electro-impulses can prevent pain sensations from traveling from injury to brain and suppressing pain), that the current domestic TENS market developed. A decade later, neuroscientist Pomeranz8910 discovered and documented the release of beta-endorphins from the pituitary gland after both needle acupuncture and low-level DC current, unleashing the next generation of acupuncture-like TENS (AL-TENS) devices on the market.

Today, electrotherapy is gaining increasing attention in therapeutics, sports medicine and cosmetics in addition to gaining increasing acceptance as modern, complementary strength training methods for athletes and as potential methods for pain management in patients and musculoskeletal injuries. Compared to other technologies and modalities, electrotherapy is proving to be promising as a rehabilitative tool in physiotherapy.

The potential market for our instruments is significant. As of today, our instruments are used in a wide field of medical practices, ranging from Neurology to Veterinary Medicine. Although potential market is large and promising, we intend to initially focus on four fields in our target market and then expand our marketing efforts to other fields. The four fields we intend to concentrate on are the equine and veterinary market, the esthetics/beauty care industry

3 Statistica 4 Nakatani Y, Yamashita K. A Guide for the Application of Ryodoraku Therapy Electrical Acupuncture, a New Autonomic Nerve Regulating Therapy. EAV. 5 Voll R. EAV – electro-acupuncture according to Voll. Bioenergetics diagnostics and therapy on the basis of acupuncture. Voll R: Twenty Years of Electroacupuncture Diagnosis in Germany: A Progress Report. AM J Acupuncture. 1975;3(1):7-17. 6 Melzack R, Wall PD. Pain Mechanism: A New Theory. Science. 1965;150(3699):971-9. Doi:10.1126/science.150.3699.971 7 Melzack R, Wall PD. Pain Mechanism: A New Theory: Science: 1965;150:971-979 8 Pomeranz B, Chin D. Naloxone blockade of acupuncture analgesia: Endorphin implicated. Life Science. 1976;19:1757-1762 9 Pomeranz B., Cheng R, Law P. Acupuncture reduces electrophysiological and behavioral responses to noxious stimuli: pituitary is implicated. Exp Neurol. 1977 Jan; 54(1):172-178 10 Pomeranz B, Cheng R. Suppression of noxious responses in single neurons of cat spinal cord by electroacupuncture and its reversal by naloxone. Experimental Neurology. 1979;64:327-341

(including pre- and post-surgical plastic surgery), the professional athlete industry and the acute and chronic pain management market.

Our Target Customers

Sports Organizations and Athletes

In most cases, the Equiscope enables athletes to cut the healing time in half.

• Brandon Oliver, San Diego Chargers. After Branden’s torn off Achilles was surgically reattached to the bone, Oliver recovered using the Electro-Equiscope and was game ready in 4.5 months.

• Darren Sproles, Philadelphia Eagles. Recovered from his ACL injury in half the time as well using the Equiscope. Sproles’ Team could not believe his recovery and would not allow him to practice a week before the Super Bowl. • Gary Stevens, Horse Jockey. The Equiscope was also instrumental in bringing back Hall of Fame Jockey, Gary Stevens, at 55 years of age is riding better than ever. As Gary says, “I’m riding like a kid with a man’s brain!” • Lauren Fendrick, Professional Volleyball Player. Lauren Fendrick Said after a performance enhancement protocol with the Equiscope, “I felt more grounded, poppy fast, faster than normal.”

We estimate the total addressable Equiscope market opportunity to be $16.4 billion in North America alone, and $164 million at just 1% market penetration.

The Equine Market

We estimate the total addressable equestrian market at $6.3 billion in North America, supporting approximately 9 million horses.

We have trained and formulated a team of equine professionals that we consider to be the finest equine therapists in the industry who have worked on horses in every type of equine competition.

Results

In 2012 John Thorp trained a well-known trainer’s son to use the evolving technology of the Electro-Equiscope on a 2-year old colt by the name of I’ll Have Another. This little colt had amazing speed but had chronic inflammation in his ankles. He lost his first two races before being purchased by J. Paul Reddam and trained by Doug O’Neill. After 30 days of training this little unknown horse came out at his first race with the odds of 43 to 1, a huge long shot! Since the technology had removed all of the inflammation from the chronically sore ankles, he was ready to run and with those odds we placed a large bet to see “I’ll Have Another” crush the field by six lengths. He went on to the win the Kentucky Derby and the Preakness in 2012. A little unknown colt that was purchased for $35,000 was sold to the Japanese for stud for $10 million dollars just 6 months after we began working on him.

Fast-forward to 2018, Itsinthepost and River Boyne, two horses trained by Jeff Mullins have gone from obscurity to both being undefeated in 2018 and earnings of over $500,000. In the first 3 months. We continue to show amazing results with all types of injuries and disease including a horse that was diagnosed with EMP a neurological disorder that can cripple a horse. After 3 weeks of treatment with the Equiscope that horse went on to win its first race. This was a feat that was thought to be impossible.

Mr. Thorp’s successes include using the Equine Proscope® technology (an earlier and more limited version of the Equiscope) on I’ll Have Another, 2012 winner of the Kentucky Derby and the Preakness. In addition to Mr. Thorp’s winner’s circle presence at the Santa Anita Derby, the Kentucky Derby and the Preakness with I’ll Have Another, Laurie Jones also treated Wagon Tails, the horse with the fastest qualifying time in the 2013 All American Quarter Horse Race in Ruidoso, New Mexico, and Mississippi Cat, the Grand Champion in the Cutting World Championships in Austin, Texas.

Dr. Steven Sinatra’s Maryland bred, Admirals War Chest, hit the winners circle at the October 2015 Jim McKay’s Maryland Million Dollar Classic—the biggest win for Sinatra Racing Stables in its 40-year racing career.

Esthetics, Beauty and Plastic Surgery Market

The esthetics, beauty care and pre- and post-plastic surgery market is another multibillion dollar a year market. We estimate the addressable market opportunity in North America for the Equiscope is $1.6 billion.

The American Society for Aesthetic Plastic Surgery (ASAPS) released its 15th annual multi-specialty procedural statistics. The Aesthetic Society, which has collected plastic surgery procedural statistics since 1997, says the overall number of cosmetic procedures increased 197% since the tracking of the statistics first began. Almost 9.2 million cosmetic surgical and non-surgical procedures were performed in the United States in 2011. Demand for plastic surgery procedures is on the rise due to a competitive job market, an aging population and an increase in men undergoing cosmetic surgery. The pain that is experienced after these procedures can often be debilitating for the patient. Equiscope instruments may reduce the pain and enhance the healing time by up to 50%, making this market a natural initial target market.

Acute and Chronic Pain Management

With the aging of the population, the prevalence of age-related disease – cancer, cardiovascular disorders, stroke, diabetes, and degenerative spinal disorders – is expected to rise significantly, increasing the demand for pharmaceutical- and device-based therapy.

Pain in the U.S.

• 25.3 million American adults suffer from daily (chronic) pain11 • 23.4 million American adults report a lot of pain12 • 25.4 million American adults experience category 3 pain (3 of 4)13 • 14.4 million American adults experience the highest level of pain,

category 414

Nearly 40 million adults experience severe levels of pain. We estimate the addressable market opportunity in North America for the Equiscope is $18.6 billion.

Research estimates the global pain management therapeutics market accounted for $62.2 billion in 2016, with North America representing almost half of the market,

11 Citation: Nahin RL. Estimates of pain prevalence and severity in adults: United States, 2012. Journal of Pain. 2015;16(8):769-780. 12 Ibid. 13 Ibid. 14 Ibid.

and is estimated to reach $88.2 billion by 2025.15 This market is segmented into anticonvulsants, antidepressants, anesthetics, non-steroidal anti-inflammatory drugs (NSAIDS), opioids, other non-narcotic analgesic, and antimigraine agents. NSAIDS and opioids held almost 22% and 26.7% share respectively of the overall market and increasing opioid prescriptions for pain management is one of the key growth drivers of the opioid segment which is expected to continue to grow at a 4.4% CAGR from 2017 to 2025. The market is also segmented according to its indication that includes neuropathic pain, fibromyalgia, arthritic pain, chronic back pain, migraine, post-operative pain and cancer pain.

PRODUCTS

Our products are developed, owned and manufactured by Biomedical Development Corp. While there are several companies possessing rights to distribute Biomedical Development Corp. products, we believe that we are the only firm with rights to distribute the Electro-Equiscope, a single device that combines Biomedical Development Corp.’s Electro-Acuscope and Myopulse devices. As a result, we believe we have a distinct advantage in the marketplace to compete on several fronts: performance, ease-of-use and price.

Electro-Equiscope

The Equiscope combines the Electro-Acuscope 16and Myopulse17 technologies into one instrument and is designed for use with humans and horses / animals. The Equiscope combines a complete pain management system with a complete rehabilitation system.

Electrically adjusting the impedance of the patient’s tissue, the Equiscope can stimulate the autonomic nervous system and reduce pain as well as help support cellular detoxification in the body by applying minute-focused patient-specific electrical currents directly to the targeted tissue. This current is administered through specialized metal alloy probes or plates with botanically based conductive gels and creams on the skin’s surface. Treatment is a non-drug, non-invasive and virtually pain-free modality, which supports and even accelerates the body’s normal function.

Facilitator 1845 and Unifier 1945

The Facilitator and Unifier share the same small lightweight housing and are easy to use and convenient for travel. The instrument can e programmed as a Facilitator for deep meditation or pre-stem cell transplantation applications or as a Unifier for post-stem cell transplantation. Both the Facilitator and Unifier help calm the nervous system to decrease stress and support the body’s healing mechanisms.

Electro-Equiscope DLS (with diagnostic laser sensor) (not registered for use in the U.S.)

The Electro-Equiscope DLS incorporate a photonic sensor that captures instantaneous rate of exchange and the value of changing quantities of targeted tissue impedance, affording the device to response with equally fast corrective patterns of current to help neutralize the pathological signature of the tissue.

15 Pain Management Therapeutics Market. Transparency Market Research. November 2017. 16 A complete pain management system, equipped with outstanding capabilities and performance. It is ideal for initial evaluation, screening of patients or clinical treatment, post-operative pain management and detoxification. 17 The Electro-Myopulse is a complete rehabilitation system that scans a muscle group or particular areas of muscle fiber, tendon, ligament or fascia to specifically detect abnormalities in the electrical field generated by injured tissue.

Training and Protocols

Training is an intensive four-day process that educates and prepares technicians to provide bioenergetic therapy, using the Company’s proprietary protocols. Each Equiscope purchase includes training sessions for two technicians. Additional training sessions can be purchased for $7,500.

Manufacturing and Fulfillment

All instruments are manufactured by Biomedical Design, Inc., located in Las Vegas, Nevada. We have a long-standing relationship with Biomedical Design, which affords rapid solutions regarding bulk orders and equipment-related issues.

Pricing

Device Description Electro-Equiscope $35,000 – Human Clinical Package, includes standard

accessories and training for 2 people $35,000 – Veterinarian Package, includes standard accessories and training for 2 people

Facilitator 1845 Unifier 1945

$4,000 – includes Bose headphones and instructions

Technician Training $7,500 – training only Esthetics Training $4,500 – training only

Electro-Equiscope Purchase and Use

The Company’s products are either purchased or leased on a monthly basis, mainly by patients, health care providers and distributors. Purchasers must be a licensed health care provider whose license permits them to use an FDA Class II medical T.E.N.S. (Transcutaneous Electrical Nerve Stimulation). This includes medical doctors, veterinarians, chiropractors, physical therapists, estheticians, nurses, doctors of oriental medicine and in some states, massage therapists.

If the purchaser is not licensed, he or she must have a written prescription for the use of the Electro-Equiscope from his or her physician or veterinarian. In cases where the purchaser does not have a prescription, the Company makes available a licensed healthcare provider for an evaluation and prescription at no charge.

Unlicensed purchasers with a prescription can only treat themselves. If the purchaser wants to treat other family members or animals, he or she must obtain a separate prescription from the individual or animal’s physician or veterinarian.

California Resident Exemption

Residents of the State of California may provide complementary and alternative health care to individuals and animals without supervision by a licensed professional if acting in accordance with the California Health Freedom bill, California SB 577.

Training

Purchasers are required to complete the Company’s training course and pay a separate training fee if training is not included with the purchase of a device.

MARKETING AND SALES STRATEGY

Keys to our marketing and sales strategy are:

• Establish core sales channels and building of our respective sale force; • Negotiate exclusive terms with manufacturer; • Negotiate option to acquire technology platform and related IP; • Develop consumer version of the Equiscope which will enable us to deliver more compelling B2C offering; • Establish third party financing partnership(s); and • Ramp our product marketing efforts to build awareness in the marketplace to support our sales force.

Each of these points are fundamental to our success.

Establishing core sales channels and building our respective sales force

We are targeting four market verticals that we will focus our sales efforts: sports and athletes, equine, pain management and esthetics. In each market we intend to recruit a sales manager that will be responsible for building a direct sales force in addition to building channel partnerships.

Negotiating exclusive terms with manufacturer

While we believe our relationship with Biomedical Design is strong, and we have received assurances that we are the only authorized dealer and distributor of the Electro-Equiscope, our arrangement is verbal. In addition, there are other products in the Biomedical Design portfolio that are similar to the Electro-Equiscope which are available to other dealer-distributors to sell which could create confusion in the marketplace, and negatively impact our sales efforts. We intend to demonstrate to Biomedical Design that we have the capability to scale more effectively and efficiently than these other dealer-distributors and as such, negotiate a multi-step approach to acquiring the platform technology and related IP. The first step is to negotiate exclusive dealer-distributor terms.

Negotiating option to acquire Equiscope technology platform and related IP

As stated above, we intend to acquire the Equiscope technology platform and related IP. We believe this is critical to establishing our long-term business strategy and driving shareholder value. In addition, as owner of the Equiscope technology and IP portfolio, the value proposition we can offer to our existing and prospective customers will be much more compelling.

Develop consumer version of the Equiscope which will enable us to deliver more compelling B2C offering

The current version of the Equiscope is built and priced to cater to professionals and businesses. While we believe the addressable market opportunity for the B2B channel is massive, the addressable market opportunity at the consumer level is even larger. More importantly, we believe there is a critical need at the consumer level for the Equiscope and we intend to redesign an affordable version in response.

Establishing third party financing partnership(s)

We intend to remove a lump-sum payment as barrier to driving sales by partnering with third-party finance firms to offer prospective customers with low initial payments and extended payment plan solutions.

Ramping our product marketing efforts to build awareness in the marketplace to support our sales force

Our sales to date have been on a boot-strapped budget, and reliance on the singular efforts of our CEO, John Thorp. We intend to initial a more conventional and broad-based marketing program to build market awareness of the Equiscope through the implementation of content marketing, social media, direct marketing, trade show attendance and participation, print advertising and channel marketing strategies.

PRO FORMA FINANCIAL FORECAST18

2018 2019 2020 2021 2022

Total Revenue $ 980,000 $ 2,830,000 $ 12,460,000 $ 26,470,000 $ 49,460,000

Total Direct Costs 470,000 1,330,000 6,080,000 12,920,000 24,260,000

Gross Margin 520,000 1,500,000 6,380,000 13,550,000 25,210,000

Total Operating Expenses 2,350,000 3,940,000 5,440,000 7,680,000 9,930,000

Operating Income (Loss) (1,830,000) (2,450,000) 950,000 5,880,000 15,280,000

Total Other Income 10,000 10,000 10,000 10,000 20,000

Income Taxes - - 250,000 1,280,000 5,210,000

Net Income (Loss) (1,830,000) (2,440,000) 710,000 4,600,000 10,090,000

EBITDA (Loss) $ (1,830,000) $ (2,450,000) $ 950,000 $ 5,880,000 $ 15,280,000

% -187% -87% 8% 22% 31%

Total Current Assets $ 1,000,000 $ 1,490,000 $ 2,620,000 $ 7,800,000 $ 18,830,000

Fixed Assets, Net - - - - -

Total Other Assets - - - - -

Total Assets 1,000,000 1,490,000 2,620,000 7,800,000 18,830,000

Total Current Liabilities 120,000 300,000 730,000 1,310,000 2,260,000

Total Long Term Liabilities - - - - -

Total Equity 880,000 1,200,000 1,900,000 6,490,000 18,830,000

Total Liabilities and Equity $ 1,000,000 $ 1,490,000 $ 2,620,000 $ 7,800,000 $ 18,830,000

Total Cash From (For) Operating Activities $ (1,980,000) $ (2,700,000) $ (1,280,000) $ 1,680,000 $ 5,290,000

Total Cash From (For) Investing Activities - - - - -

Total Cash From (For) Financing Activities 2,700,000 2,750,000 - - -

Net Increase (Decrease) In Cash 730,000 60,000 (1,280,000) 1,680,000 5,290,000

Cash and Cash Equivalents-End $ 730,000 $ 780,000 $ (500,000) $ 1,180,000 $ 6,470,000

Enterprise Value Based Upon Multiple $ - $ - $ 9,500,000 $ 58,800,000 $ 152,800,000

Total Equity Value (EV-LTD+Net Cash) 730,000 780,000 9,000,000 59,980,000 159,270,000

Liquidation Preference 8,100,000 8,100,000 8,100,000 8,100,000 8,100,000

Liquidation Preference Value 730,000 780,000 8,100,000 8,100,000 8,100,000

Available to Common - - 900,000 51,880,000 151,170,000

Total Preferred Invested 2,700,000 2,700,000 2,700,000 2,700,000 2,700,000

Total Preferred Ownership 31.8% 31.8% 31.8% 31.8% 31.8%

Total Preferred Equity Value $ 730,000 $ 780,000 $ 8,385,987 $ 24,585,590 $ 56,136,366

Total Preferred Return Multiple 0.3x 0.3x 3.1x 9.1x 20.8x

Total Common Invested $ - $ 2,750,000 $ 2,750,000 $ 2,750,000 $ 2,750,000

Total Common Investor Ownership 8.1% 8.1% 8.1% 8.1% 8.1%

Total Common Investor Value - - 72,821 4,197,720 12,231,482

Total Common Investor Return Multiple 0.0x 0.0x 0.0x 1.5x 4.4x

Total Current Ownership 60.1% 60.1% 60.1% 60.1% 60.1%

Total Current Value $ - $ - $ 541,192 $ 31,196,690 $ 90,902,152

18 The pro forma financial forecasts herein are based, amongst other things, on the assumption that the Company will successfully complete the maximum offering contemplated herein, and on a timely basis. Failure to do so will negatively impact the forecasted results.

MANAGEMENT TEAM

John S. Thorp was once a successful stuntman, beginning his career in the early ‘70s, which very nearly ended in 1986 when he shattered his tibia, fibula and femur. He was told that without a total knee replacement he would be crippled for life, ending his career and the life he loved.

One of the physicists responsible for creating missile guidance microchip technology designed and developed the Electro-Acuscope and Electro-Myopulse Class II medical devices that would enable John to compete in his first triathlon one year from the date of his injury. This innovative technology was designed to seek, find and help normalize the body’s electrical potential, which held the promise of and would prove to promote healing.

Soon after, returning to stunt work, John began to share and apply this same technology to his colleagues within the industry in his stunt trailer. Word traveled and John Monge, director of Castle Medical Center, in Kailua, went to John for treatment of his hamstring. He eventually hired John to work in the Work Well Rehabilitation Center, where John oversaw 40+ patients a day for over four years. After attending the Institute of Oriental Medicine to study acupuncture, John went on to establish proprietary protocols for the technology that produced a 90% success rate in the reduction of pain.

In 1995, John founded Thorp Institute of Integrated Medicine and would be recognized and acclaimed for his success in the volume of distribution and education on the Electro-Acuscope and Myopulse line of devices. John was also one of the first to utilize and promote healing on horses. He legally protected his clinical protocols and trademarked a new technician field called “Electro-toxicology®. “

After 29 years of success and dedication to the use of his technology, Dr. Anthony Nebrensky offered Thorp distribution rights to his newest products, a combined version of the Electro-Acuscope P85 and Electro-Myopulse 75L for both humans and horses, called the “Equiscope®.”

In November 2012, after receiving an order from world-renowned cardiologist Stephen Sinatra, MD, for ten Equiscope devices, John formed Intelligent Bioenergetics, Inc. He then raised $175,000 in seed money to secure the rights to these exclusive technologies, fund inventory and further the vision and mission of bringing powerful, safe advanced health technologies to the healthcare industry.

Intelligent Bioenergetics has also been granted the rights to small home-use devices, called the “Facilitator” and “Unifier” (also used for pre- and post-stem cell transplantation).

Advisors

Brad E. Brenner is an Outside Accountant and Financial Advisor with over twenty-five years of public and private accounting experience, including serving as Controller/CFO of SRECO, a leading municipal equipment manufacturer in Marina Del Rey, California. He has done work for national and local CPA firms specializing in small- to medium-sized business and high net worth individuals. He is currently in private practice and has been working with John Thorp and the Thorp Institute of Integrated Medicine since 2009. Mr. Brenner holds a Bachelor of Science Degree in Business Administration (Accounting) and is licensed to practice as a Certified Public Accountant in California and New York.

Dr. Richard Delany is a multiple board certified (Internal Medicine, Cardiology, Critical Care and Geriatrics) integrative medical physician who has been in the private practice of medicine for over 20 years in Milton, Massachusetts. Dr. Delany has specialized training in both Anti-Aging and Functional Medicine. He is a caring physician, an excellent lecturer and an experienced cardiology and integrative medical consultant. While maintaining a clinical practice that focuses on Cardiology, Internal Medicine and Preventive Medicine, he has also been actively involved in Complementary Alternative Medicine. He seeks out the best of both traditional and alternative medicine for his patients.

Dr. Michael Molnar graduated summa cum laude from the Faculty of Medicine, Komensky University, Bratislava, Czechoslovakia. In 1975, he was certified by the American Board of Head and Neck Surgery and received a Master of Science degree in physiology from the University of Illinois at the Medical Center in Chicago. Professor Molnar linked the classical German and Soviet schools of cell transplantation. He is one of the few physicians with extensive experience in both animal and human cell transplantation and speaks knowledgably against the dangers of human embryonic stem cell transplantation.

Dr. Anthony Morovati is a current member of the American Academy of Spine Physicians and Diplomate American Academy of Pain Management and is affiliated with Glendale Memorial Medical Center, Glendale Memorial Medical Group and Cedar Sinai Hospital, to list just a few of his board certifications and affiliations. He is an advisory board member of the Company with over 25 years of experience using the Electro-Acuscope and Myopulse in his clinical practice. His chiropractic practice, Morovati Wellness Center, located in Glendale, California, focuses on the musculoskeletal structure of the human body and incorporates biomechanics and nutrition to help maintain optimum health. One component of this discipline is the myofascial structure of the human body, which has been Dr. Morovati’s primary focus for the past 22 years. He studied under Dr. Janet Travell, MD, who served as the White House physician to Presidents Kennedy and Johnson.

By incorporating myofascial trigger point techniques, utilizing the Electro-Equiscope, he has developed a science-based non-invasive technique and become an expert in soft tissue injuries. This methodology is a unique technique that can alleviate “Myofascial Pain and Dysfunction” and rehabilitate the patient after 3-6 treatments. His techniques are unique to non-invasive pain management with scientific and reproducible outcomes. He has lectured on and taught this method of treatment to many chiropractic, medical and dental professionals and organizations.

Dr. Stephen Sinatra is a highly respected cardiologist and has been the keynote speaker at the A4M anti-aging conferences for the past 20 years. Dr. Sinatra’s expertise is grounded in more than 40 years of clinical practice, research and study. A graduate of Albany Medical College, Dr. Sinatra is certified by the American Board of Internal Medicine and is a fellow of the American College of Cardiology, the organization’s highest level of recognition. Additionally, Dr. Sinatra is a fellow of the American College of Nutrition and has received certifications from the Massachusetts Society of Bioenergetic Analysis and the American Board of Anti-Aging Medicine.

Dr. Catherine Willner is a practicing neurologist in Durango, Colorado, and recipient of the 2005 Linus Pauling Functional Medicine Award. She received her formal training in Neurology at the Mayo Clinic, including a subspecialty in training in Autonomic, Peripheral Neurology and Pain Management. She remained on staff at the Mayo Clinic until 1997 at which time she relocated her practice to Colorado to focus on functional neurology.

EXIT STRATEGY

Our focus is to fully capitalize our business plan which will allow us to accelerate our sales and marketing program and drive growth in each key area of our business.

If we are successful in executing our business plan, we expect that Intelligent Bioenergetics will be an attractive candidate for liquidity either through an acquisition or public offering. However, for the next 24 months, at least we will be solely committed to customer acquisition and driving shareholder value through acceleration of our financial performance.

Disclaimer This is Not an Offer to Purchase or Sell Securities. This overview is for informational purposes and is not an offer to sell or a solicitation of an offer to buy any securities in Intelligent Bioenergetics, Inc., and may not be relied upon in connection with the purchase or sale of any security. Securities of Intelligent Bioenergetics, Inc., if offered, will only be available to parties who are “accredited investors” (as defined in Rule 501 promulgated pursuant to the Securities Act of 1933, as amended) and who are interested in investing in Intelligent Bioenergetics, Inc. on their own behalf.

Any offering or solicitation will be made only to qualified prospective investors pursuant to a confidential offering memorandum, and the subscription documents, all of which should be read in their entirety. To obtain further information, you must complete our investor questionnaire and meet the suitability standards required by law. Cautionary Note Regarding Forward-Looking Statements/Pursuant to the U.S. Private Securities Litigation Reform Act of 1995 This investment brief contains, and our officers and representatives may from time to time make, "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding launch of products, sales, markets, marketing strategies, our estimates on future financial performance, revenue growth and earnings, anticipated levels of capital expenditures and our belief that offering proceeds will provide sufficient liquidity to fund our business operations over the next 36 months. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

• We will require substantial additional equity or debt financing to successfully implement our business plan and our failure to obtain such financing could curtail our operations.

• We have a limited operating history under conditions of significant capital limitation, and it is difficult to evaluate our potential for business success if fully funded.

• We are highly reliant on entities and persons affiliated with the inventor of our products but do not have formal agreements in place with these entities or persons.

• Unfavorable publicity or consumer perception of our products or any similar products distributed by other companies could have a material adverse impact on our business and financial condition.

• We are subject to the risk of product liability claims and the loss of any such claims in excess of our insurance coverage could have a material adverse impact on our business and financial condition.

• We have limited intellectual property rights. • Our business is subject to intellectual property risks. • Our therapies are not tested and could be subject to negative commentary and regulatory issues. • We do not have a billing code for Medicare and related reimbursements. • Our failure to comply with existing or new regulations, both in the United State and abroad, or an adverse

action regarding product formation, claims or advertising could have a material adverse impact on our business and financial condition.

• We depend on our officers and the loss of their services would have an adverse effect on our business.

• Because we are significantly smaller than and have less resources than the majority of our competitors, we may lack the resources needed to capture market share.

• We do not anticipate paying dividends in the foreseeable future. • Laws and regulations affecting the alternative health, physiotherapy and electrotherapy industries are

constantly changing, which could detrimentally affect our proposed operations. • Macro-economic conditions, or economic conditions specifically impacting the capital markets. • We operate in a highly competitive market, with varying degrees of barriers to entry. The actions of

established or potential competitors may have a negative impact on our financial performance. • If we fail to protect our trademarks and trade names, then our ability to compete could be negatively

affected, which would harm our financial condition and operating results. Any forward-looking statement made by us in this investment brief is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. For More Information, Contact:

John Thorp Founder and CEO 805-798-1121