Legal

Important Disclaimers, Disclosures & Risk Factors

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE U.S. PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

The information contained herein is not a complete analysis of every material fact respecting Padgea, Inc., hereinafter referred to as “Padgea” or the “Company,” nor the Company’s $6,000,000 (six million dollars) Equity Offering. This Investor Deck, Term Sheet, the Business Plan, the Financial Statement Projections, and the Subscription Agreement (hereinafter referred to collectively as the “Offering Documents”) contains forward-looking statements, which involve risks and uncertainties, including forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995; §27A of the Securities Act of 1933 and; §21E of the Securities Act of 1934. The Company’s Offering Documents contain forward-looking statements that the include statements concerning plans, objectives, goals, strategies, expectations, intentions, projections, developments, future events, performance, underlying assumptions, and other statements that are other than statements of historical facts. Without limiting the foregoing, the words “believes”, “anticipates”, “plans”, “expects”, “estimates”, “projects”, “forecasts”, “may”, “assume”, “intend”, “will”, “continue”, “opportunity”, “predict”, “potential”, “future”, “guarantee”, “likely”, “target”, “indicate”, “would”, “could” and “should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words. Such statements reflect management’s best judgment based on factors currently known but are subject to risks and uncertainties, which could cause actual results to differ materially from those anticipated. Those statements involve substantial risks and uncertainties that could cause actual results to differ materially from the results discussed herein. Examples of forward-looking statements include, but are not limited to, statements regarding: (i) the adequacy of the Company’s funding to meet its future needs, (ii) the revenue and expenses expected over the life of the Company, (iii) the market for the Company’s software services, or (iv) other similar matters. Padgea’s forward-looking statements are based on management's current expectations and assumptions regarding the Company’s business and performance, the economy and other future conditions and forecasts of future events, circumstances and results. As with any projection or forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances. You should not place undue reliance on any such forward-looking statements. Forward-looking statements speak only as of the date on which they are made and, except to the extent required by applicable securities laws, we undertake no obligation to update or revise any forward-looking statements.

The principal risks and uncertainties that may affect the Company’s actual performance and results of operations include the following:

• Our expected future loss and accumulated deficit levels;
• Our projected financial position and estimated cash burn rate;
• Our requirements for, and the ability to obtain, future funding on favorable terms or at all;
• Our projections for development plans and progress of each of our products and technologies,
• Our expectations regarding our ability to arrange for and scale up the manufacturing of our products and technologies;
• Our plans to market, sell and distribute our products and technologies;
• Our expectations regarding the acceptance of our products and technologies by the market;
• Our ability to retain and access appropriate staff, management and expert advisers;
• Our ability to secure strategic partnerships with real estate brokerage firms and landlords in over 100 of the largest cities in the united states;
• Our strategy to acquire and develop new products and technologies and efficacy of existing products and technologies;
• Our expectations with respect to existing and future corporate alliances and licensing transactions with third parties, and the receipt and timing of any payments to be made by us or to us in respect of such arrangements; and
• Our strategy with respect to the protection of our intellectual property;
• The impact of the COVID-19 pandemic or other public health crises and any associated economic downturn on our future financial position, operations and financial performance;
• The magnitude, duration and severity of the COVID-19 pandemic and the availability and widespread distribution and use of effective vaccines;
• The impact of actions taken by governments, businesses and individuals in response to the COVID-19 pandemic, including changes in laws or regulations that limit our ability to operate;
• The current and future health and stability of the economy, financial conditions and residential multi-family housing market, including any extended slowdown in the real estate markets as a result of the COVID-19 pandemic;
• Changes in laws or regulations applicable to our business, employees, products or services, including current and future laws, regulations and orders that limit our ability to operate in light of the COVID-19 pandemic;
• Changes in general economic and financial conditions that reduce demand for our products and services, lower our profitability or reduce our access to credit;
• Actual or anticipated fluctuations in our financial condition and results of operations;
• Changes in projected operational and financial results;
• Addition or loss of significant customers;
• Actual or anticipated changes in our growth rate relative to that of our competitors;
• Acquisitions, strategic partnerships, joint ventures, capital-raising activities or other corporate transactions or commitments by us or our competitors;
• Actual or anticipated changes in technology, products, markets or services by us or our competitors;
• Ability to obtain or maintain licenses and permits to support our current and future businesses;
• Fluctuations in the valuation of companies perceived by investors to be comparable to us;
• The impact of natural disasters and other catastrophic events;

While Padgea considers these assumptions to be reasonable, the assumptions are inherently subject to significant business, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies and other factors that could cause actual performance, achievements, actions, events, results or conditions to be materially different from those projected in the forward-looking information. Many assumptions are based on factors and events that are not within the control of Adelia and there is no assurance they will prove to be correct.

Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the effect of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely on forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements, and we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report to conform these statements to actual results or to changes in our expectations.

Risks Related to Our Intellectual Property

• If our security measures or technology systems are compromised or there is any significant disruption in service on our platforms or in our network, we may suffer significant losses and our business may be harmed.
• We rely on third-party services to support critical functions of our business.
• We may be involved in costly intellectual property disputes and may be unable to adequately protect our intellectual property.
• We may be unable to adequately protect or continue using our intellectual property or prevent others from copying, infringing upon, or developing similar intellectual property.
• Confidentiality agreements with employees may not prevent disclosure of our proprietary information.

Risks Related to Regulatory Compliance and Legal Matters

• If we fail to comply with laws and regulations or to obtain or maintain required licenses, our business and operations could be harmed.
• We may be involved in proceedings that may result in adverse outcomes.

Our business is subject to numerous risks. You should carefully consider the following risk factors, as any of these risks could harm our business, results of operations, and future financial performance. Recovery pursuant to our insurance policies may not be available due to policy definitions of covered losses or other factors, and available insurance may be insufficient to compensate for damages, expenses, fines, penalties, and other losses we may incur as a result of these and other risks. In addition, risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially and adversely affect our business, financial condition and operating results. If any of these risks occur, the trading price of our common and capital stock could decline, and you could lose all or part of your investment.

THE OFFERING DOCUMENTS ARE BEING FURNISHED TO PROSPECTIVE INVESTORS IN THE UNITED STATES ON A CONFIDENTIAL BASIS TO A LIMITED NUMBER OF SOPHISTICATED INVESTORS FOR THE PURPOSE OF PROVIDING CERTAIN INFORMATION ABOUT AN INVESTMENT IN THE COMPANY’S COMMON STOCK. THE COMMON STOCK HAS NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR BY THE SECURITIES REGULATORY AUTHORITY OF ANY U.S. STATE OR ANY OTHER JURISDICTION, NOR HAS THE SEC OR ANY SUCH SECURITIES REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PRESENTATION. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.