BELLION SPIRITS, INC. OFFERING DOCUMENTS
Following years of extensive research and development, Bellion Spirits, LLC (our wholly owned subsidiary) was founded by Harsha Chigurupati to pioneer innovation in the global alcoholic beverages industry. Initially through its Bellion Vodka brand (currently in limited production), and later through other newly established spirit brands, the Company intends to be the first to market “functional” alcoholic beverages that generally retain the customary characteristics of alcoholic beverages while significantly reducing or mitigating the unwanted negative effects like damage to the liver, genetic injuries (DNA protection) and oxidative stress. This is all made possible through Bellion’s exclusive right to infuse “NTX Technology” into its branded spirits products.
NTX Technology is a proprietary blend of glycyrrhizin, mannitol, and potassium sorbate. The results of our extensive proprietary research show that when NTX is added to alcoholic beverages, it renders those beverages or spirits safer relative to those not containing NTX. The consumer will experience the same “buzz” and taste with significantly reduced detrimental health impact, thus creating a product innovation that is positioned to cause a seismic shift and potentially become a significant disruptive industry changer. We believe Bellion’s exclusivity to license the NTX Technology and infuse its products with this additive provides a competitive advantage to create change in the spirits industry landscape like has never been seen before.
Bellion Spirits will seek to become the global brand synonymous with the “only sensible way to drink alcohol” as there is zero sacrifice in the drinking experience but there is a significant reduction in the negative health impacts from alcohol consumption. The brand will strive to be known and associated with evolving the spirits industry and will thrive on the “concept of continuing technology innovation.” Bellion’s business model is to launch brands within the different spirit categories that are all knitted together through their leveraging of the NTX Technology and their differentiation in providing consumers the breakthrough cutting edge choice in alcohol consumption. Geographically, the Company will initially focus its product sales and distribution in the United States, and then in Western Europe with further global expansion occurring in Latin America, China and certain other select Asian markets, as it positions to redefine the alcohol beverage industry worldwide.
Offering Size $9,100,000 (40 units @ $227,500/Unit)
Offering Type: Convertible 7% Note
We are offering to sell to qualified investors 40 Units of the Company’s 7.0% Convertible Notes at $227,500 per Unit, for a total Offering amount of $9,100,000. We reserve the right to accept subscriptions for up to an additional 8 Units for an additional $1,820,000 in this Offering, for a total of $10,920,000. The minimum amount of this Offering is 20 Units (i.e., $4,550,000). If we do not receive qualifying subscriptions for at least 20 Units (or if any of the other Escrow Release Conditions are not satisfied), Investors will have their funds returned to them from escrow.
This Offering has no set term – we reserve the right to terminate or extend the length of this Offering in our sole discretion.
The net proceeds of this Offering will be used primarily to market, promote, develop, and create global awareness of Bellion’s “functional spirits” brands, as well as to provide working capital to the Company. The Company is Offering the Notes as part of a short-term “bridge” financing round intended to support Company strategic initiatives and provide working capital prior to executing a larger, equity-based fundraising round (although there is no guaranty we will be successful in closing any subsequent financing). Concurrently with this Offering and from time to time in the future, we intend to seek additional capital from qualified institutional investors, family offices, and high net worth individuals and/or possibly other sources (including an offering to accredited and non-accredited investors under SEC “Regulation A+”).