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OFFERING CIRCULAR DATED SEPTEMBER 23, 2016

ManeGain, Inc.

CORPORATE:

ManeGain, Inc.

12400 West Highway 71, Suite 350-256

Austin, Texas 78738

(844) 5-REGROW

(844) 573-4769

www.manegain.com

Best Efforts Offering of up to 1,000,000 Shares of Series A Preferred Stock

Price per Share of Series A Preferred Stock: $5.00

This Offering Statement shall only be qualified upon order of the Commission, unless a subsequent amendment is filed indicating the intention to become qualified by operation of the terms of Regulation A.

See “Risk Factors” on page 5 to read about factors you should consider before buying shares of our Series A Preferred Stock. See “Securities being Offered” on page 32.

The proposed sale will begin as soon as practicable after this Offering Circular has been qualified by the Securities and Exchange Commission. The Offering (the “Offering”) will close upon the earlier of (1) the sale of 1,000,000 shares of Series A Preferred Stock, (2) one year from the date this Offering begins, or (3) a date prior to one year from the date this Offering begins that is so determined by the Company’s management (the “Offering Period”). The Company will have 180 days to reach an investment minimum of $500,000. If the Offering terminates before the offering minimum is achieved, or if any prospective Investor’s subscription is rejected, all funds received from such Investors will be returned without interest or deduction. Proceeds received from investors will be escrowed until a minimum of $500,000 has been received, after which such amounts will be released by the Company.

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GENERALLY NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV.

The company is following the “Offering Circular” format of disclosure under Regulation A.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

THIS OFFERING CIRCULAR CONTAINS ALL OF THE REPRESENTATIONS BY THE COMPANY CONCERNING THIS OFFERING, AND NO PERSON SHALL MAKE DIFFERENT OR BROADER STATEMENTS THAN THOSE CONTAINED HEREIN. INVESTORS ARE CAUTIONED NOT TO RELY UPON ANY INFORMATION NOT EXPRESSLY SET FORTH IN THIS OFFERING CIRCULAR.

INVESTMENT IN SMALL BUSINESSES INVOLVES A HIGH DEGREE OF RISK, AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS OFFERING UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.

THIS OFFERING CIRCULAR MAY NOT BE REPRODUCED IN WHOLE OR IN PART. THE USE OF THIS OFFERING CIRCULAR FOR ANY PURPOSE OTHER THAN AN INVESTMENT IN SECURITIES DESCRIBED HEREIN IS NOT AUTHORIZED AND IS PROHIBITED.

THE OFFERING PRICE OF THE SECURITIES TO WHICH THIS OFFERING CIRCULAR RELATES HAS BEEN DETERMINED BY THE COMPANY AND DOES NOT NECESSARILY BEAR ANY SPECIFIC RELATION TO THE ASSETS, BOOK VALUE OR POTENTIAL EARNINGS OF THE COMPANY OR ANY OTHER RECOGNIZED CRITERIA OF VALUE.

NASAA UNIFORM LEGEND:

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

FOR ALL RESIDENTS OF ALL STATES:

THE SHARES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE INTERESTS ARE SUBJECT IN VARIOUS STATES TO RESTRICTION ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL

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Summary Information and Risk Factors

Summary of the Offering

The following summary highlights selected information contained in the offering circular. This summary does not contain all information that may be important to making an investment decision and is qualified in its entirety by reference to the information contained in the remainder of this offering circular, including, but not limited to, the risk factors beginning on page 5.

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Risk Factors

Investing in our Series A Preferred Stock involves a high degree of risk. You should carefully consider the risks described below along with all of the other information contained in this Offering Circular, including our financial statements and the related notes, before deciding whether to purchase our Series A Preferred Stock. If any of the adverse events described in the following risk factors, as well as other factors which are beyond our control, actually occurs, our business, results of operations and financial condition may suffer significantly. As a result, the value of our Series A Preferred Stock could decline, and you may lose all or part of your investment in our Series A Preferred Stock. You should be able to bear a complete loss of your investment.

ManeGain Specific Risks

The Company is a developmental stage company with limited operating history.

The Company was originally formed in July of 2007, but only undertook substantial operations in the years 2010 through 2012, at which point operations were suspended as a result of lack of funds. Accordingly, the Company has only a limited history upon which an evaluation of its prospects and future performance can be made. The Company’s proposed operations are subject to all business risks associated with new enterprises. The likelihood of the Company’s success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the expansion of a business, operating in a competitive industry, and the continued development of advertising, promotions and a corresponding customer base. There is a possibility that the Company could sustain losses in the future. There can be no assurances that the Company will operate profitably.

Hair stylists may reject the Company’s service offering.

The services a stylist or salon service provider renders to the client are very intimate by nature and stylists are very protective of their clients. Typically the stylist is a ‘gate keeper’ in the flow of information about products in general protecting the client from do-nothing or even counterproductive products. Thus stylists’ have a strong resistance to new products and in conveying what they do not know or have not experienced. In the event that such stylists reject or have a strong resistance to our products, the Company’s business would suffer.

The ability of the Company to successfully provide its service offering to stylists and the salon system is key to achieving its sales volume and its ultimate success.

Salons may reject the Company’s business model.

High-end hair salons operate on a daily cash flow business basis. Typically the salon rents chairs to stylists who are self-employed and have a following clientele. The salon collects the fees the stylist charges and typically pays the stylist a fixed fee or percentage of their typical weekly or bi-monthly revenue generation. Other than the sale of the ManeGain service offering for which the stylist may receive compensation, the stylist is not closely involved in the service offering. Typically the salon has the use of the stylist’s revenues for up to two weeks before turning their share over to them.

ManeGain changes this cash business model by billing the client directly and collecting the service offering payments as the service is rendered. ManeGain pays the salon and the commissioned salespeople their respective pieces of the sale revenue on a monthly or bi-monthly basis. Salons may not want to adopt our free installation and revenue sharing plan on a large scale or in the way management has formulated it. The Company effectively runs a hair growing business inside the salon in which the Company, and not the salon, has financial control.

The Company may not be able to attract celebrity stylists.

ManeGain is in the glamour and vanity business. It is an industry that today is driven (though not controlled) by celebrities and celebrity stylists. Important to the Company’s rate of growth and success are the ‘advisors’ and ‘personalities’ that add the necessary credibility and authenticity to grow in the glamour, style, vanity and fashion marketplace. A failure to attract such “brand ambassador” personalities while growing the company’s social media impact could be very detrimental to the company’s revenue growth and valuation.

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If we fail to promote and maintain our brand in the markets in which we operate, our business, operating results, financial condition, and ability to attract customers will be materially adversely affected.

The Company’s success depends on management’s ability to create and maintain brand awareness for our product offerings. This will require a significant amount of capital to allow the Company to market its service and establish brand recognition and customer loyalty. Many of the Company’s potential competitors have substantially greater financial resources than the Company. Additionally, many of the companies offering similar products have already established their brand identity within the marketplace. The Company can offer no assurances that it will be successful in establishing awareness of its brand such that it can compete in the market. The importance of brand recognition will continue to increase because of low barriers to entry in the industries in which the Company operates. To promote the brand, management may be required to continue to increase the Company’s financial commitment to creating and maintaining brand awareness. The Company may not generate a corresponding increase in revenue to justify these costs.

Our products may require clinical trials to establish their benefits and efficacy.

While the basic technology (low-level red lasers) in our current product has undergone independent third party clinical trials to establish its benefit and efficacy with FDA approval, we believe the combination of new technologies used in our HairGrower is unique and will require the FDA to validate the Company’s benefit claims with clinical trials. Such trials can require a significant amount of resources and there is no assurance that such trials will be favorable to the Company’s claims with respect to its efficacy, or that the cumulative authority established by such trials will be sufficient to support such claims. Moreover, both the findings and methodology of all clinical trials are subject to challenge by scientific bodies. If the findings of clinical trials are challenged or found to be insufficient to support the Company’s claims, additional trials may be required in order for the Company to continue to market current products or before future products can be marketed by the Company. Furthermore, there are limited studies, if any, on the Company’s HairGrower configuration. Accordingly, there can be no assurance that our HairGrower, even when used as directed, will have the effects intended. In the event the FDA is unable to substantiate the Company’s benefit claims or efficacy with respect to its HairGrower, market acceptance for our products may decrease or not develop, which would have a detrimental effect on our business.

The Company may be unable to protect its intellectual property rights and may be subject to intellectual property litigation and infringement claims by third parties.

We intend to protect our unpatented trade secrets and know-how through confidentiality or license agreements with third parties, employees and consultants, and by controlling access to and distribution of our proprietary information. However, this method may not afford complete protection particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States and unauthorized parties may copy or otherwise obtain and use our products, processes or technology. There can be no assurance that others will not independently develop similar know-how and trade secrets. If third parties take actions that affect our rights or the value of our intellectual property, similar proprietary rights or reputations, or we are unable to protect our intellectual property from infringement or misappropriation, other companies may be able to use our proprietary know-how to offer competitive products and ManeGain may not be able to effectively compete against these companies.

The Company’s industry is highly competitive.

The market for the Company’s products and services is highly competitive. The Company seeks to distinguish itself from other suppliers of hair growth, hair rejuvenation and hair restoration products and services, and to sustain its profitability through a business strategy focused on increasing sales at existing high end hair salons, selectively expanding its retail and distribution network, increasing sales through independent specialty retail and distributor customers, developing innovative new products, and driving operational excellence by reducing costs and increasing customer service levels. The Company believes that competition in the industry is based on product and service quality, customer service, customer experience, and product features as opposed to pricing. Sustained increases in competitive pressures could have an adverse effect on results of operations and negatively impact sales and margins.

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Like other retailers, distributors and manufacturers of hair growth and hair rejuvenation products, we face an inherent risk of exposure to product liability claims in the event that the use of the products that we sell results in injury

While management believes the Company is currently materially compliant with regulations covering our products, we may be subjected to various product liability claims, including claims that the products we offer contain contaminants, or are improperly labeled or include inadequate instructions as to their use or inadequate warnings concerning side effects and interactions with other substances. In addition, we may be forced to defend lawsuits. While the Company’s therapy is considered ‘non-invasive’ and has never been subject to any product liability claim, management cannot predict whether product liability claims will be brought against us in the future or the effect of any resulting adverse publicity on our business. Moreover, we may not have adequate resources in the event of a successful claim against us. If our insurance protection is inadequate and our third-party vendors do not indemnify us, the successful assertion of product liability claims against us could result in potentially significant monetary damages. In addition, interactions of our products with other similar products, prescription medicines and over-the-counter drugs have not been fully explored.

We may also be exposed to claims relating to product advertising or product quality. People may purchase our service expecting certain physical results, unique to hair growth and/or hair rejuvenation products. If they do not perceive such expected results to occur, certain individuals or groups of individuals may seek monetary retribution.

Our business may be adversely affected by unfavorable publicity within the hair growth and hair rejuvenation market.

We believe that the hair growth and hair rejuvenation markets are significantly affected by national media attention. As with any retail provider, future scientific research or publicity may not be favorable to the industry or to any particular product, and may not be consistent with earlier favorable research or publicity. Because of our dependence on consumers’ perceptions, adverse publicity associated with ineffectiveness or other adverse effects resulting from the use of ManeGain products or the use of other similar products distributed by other companies or future research reports that are perceived as less favorable or that question earlier research reports, could have a material adverse effect on our business, financial condition and results of operations. The Company is highly dependent upon consumers’ perceptions of the safety and quality of its products as well as similar products distributed by other companies. Thus, the mere publication of research reports asserting that hair regrowth or rejuvenation products may be harmful or questioning their efficacy could have a material adverse effect on our business, financial condition and results of operations, regardless of whether such reports are scientifically supported or whether the claimed harmful effects would be present at the dosages recommended for such products.

Increased competition from our competitors that have substantially greater financial, technical and human resources than we do could adversely affect the Company.

Our competitors may succeed in formulating products that are more effective than those currently developed by us. Progress by other researchers in areas similar to those being explored by us may result in further competitive challenges. In addition, academic institutions, government agencies, and other public and private organizations conducting research may seek patent protection with respect to potentially competitive products. They may also establish exclusive collaborative or licensing relationships with our competitors.

In addition, large pharmaceutical companies compete with others and with us in the hair growth and hair rejuvenation product industry. Increased competition from such companies could have a material adverse effect on the Company because such companies have greater financial and other resources available to them and possess manufacturing, distribution and marketing capabilities far greater than ours.

The Company may have inadequate funds to implement its business plans.

Gross offering proceeds of a maximum of $5,000,000 may not be realized. Management believes that such proceeds will capitalize and sustain the Company sufficiently to allow for the implementation of the Company’s business plans. If only a fraction of this Offering is sold, or if certain assumptions contained in management’s business plans prove to be incorrect, the Company may have inadequate funds to fully develop its business and reach its objectives.

Although the Company believes that the proceeds from this Offering will be sufficient to help sustain operations during this growth period, there is no guarantee that the Company will raise all the funds needed to adequately fund Company Operations. The Company has determined that $500,000, in addition to cash flow from operations, will be needed to fund planned operations for the first twelve months.

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In the event the Company does raise funds sufficient to meet the minimum and not more, the Company strategy will remain consistent with the business plan but operating with a correspondingly lower initial growth and promotion rate seeking alternative growth funding through debt based on then existing balance sheet and cash flow.

The Company depends on its management team.

In the early stages of development the Company’s business will be significantly dependent on the Company’s management team. The Company’s success will be particularly dependent upon the services of Mr. Barry Thornton, the Company’s Chairman of the Board and Chief Technology Officer, Mr. Jeffrey Fry, the Company’s Chief Executive Officer and President and Mr. Michael Schwartz, the Company’s Chief Operations Officer. If the Company is not able to call upon any of these people for any reason, its operations and development could be harmed.

Risks of borrowing.

Although the Company does not intend to incur any additional debt from the investment commitments provided in this offering, should the Company not sell all its offering of stock it may choose to obtain secured bank debt in the future, and as a result possible risks could arise. If the Company incurs additional indebtedness, a portion of the Company’s cash flow will have to be dedicated to the payment of principal and interest on such new indebtedness. Typical loan agreements also might contain restrictive covenants, which may impair the Company’s operating flexibility. Such loan agreements would also provide for default under certain circumstances, such as failure to meet certain financial covenants. A default under a loan agreement could result in the loan becoming immediately due and payable and, if unpaid, a judgment in favor of such lender which would be senior to the rights of members of the Company. A judgment creditor would have the right to foreclose on any of the Company’s assets resulting in a materially adverse effect on the Company’s business, operating results or financial condition.

The offering of securities may not be fully subscribed.

The minimum amount of Securities required to be sold in this offering for the Company to access the investment funds is 100,000 shares or $500,000. Once the minimum amount of capital required is reached, all investor funds will be transferred from the Company’s escrow account with Provident Trust Group, LLC to the Company’s bank account. The Company cannot assure an investor that subscriptions for the entire Offering will be obtained. The Company has the right to terminate this Offering of securities at any time, regardless of the number of securities that have sold. If the Offering terminates before the offering minimum is achieved, or if any prospective investor’s subscription is rejected, all funds received from such investors will be returned without interest or deduction. The Company’s ability to meet financial obligations, cash needs, and to achieve objectives, could be adversely affected if the entire offering of securities is not fully subscribed.

The Company’s success is substantially dependent on management discretion as to use of proceeds.

The net proceeds from this Offering will be used for the purposes described under “Use of Proceeds to Issuer” on page 15. The Company reserves the right to use the funds obtained from this Offering for other similar purposes not presently contemplated which it deems to be in the best interests of the Company and its investors in order to address changed circumstances or opportunities. As a result of the foregoing, the success of the Company will be substantially dependent upon the discretion and judgment of management with respect to application and allocation of the net proceeds of this Offering. Investors in the shares of Series A Preferred Stock offered hereby will be entrusting their funds to the Company’s management, upon whose judgment and discretion the investors must depend.

Unanticipated obstacles to execution of the business plan.

The Company’s business plans may change significantly. Many of the Company’s potential business endeavors are capital intensive and may be subject to statutory or regulatory requirements. Management believes that the Company’s chosen activities and strategies are achievable in light of current economic and legal conditions with the skills, background, and knowledge of the Company’s principals and advisors. Management reserves the right to make significant modifications to the Company’s stated strategies depending on future events.

Investors will not have the ability to control the Company.

The shares of Series A Preferred Stock offered hereby do not have voting rights. As of September 2016 the Company’s directors and executive officers owned approximately 99% of the Company’s outstanding Shares of Common Stock. Upon completion of this Offering, The Company’s management will still own approximately 99% of the outstanding shares of Common Stock which are the only shares entitled to vote. Investors will not have the ability to control either a vote of the Company’s Board of Directors or stockholders.

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Return of profits.

The Company has never declared or paid any cash dividends on its capital stock. The Company currently intends to retain future earnings, if any, to finance the expansion of the Company’s operations and holdings. As a result, the Company does not anticipate paying any cash dividends to its capital stock holders for the foreseeable future.

No Assurances of protection for proprietary rights; reliance on trade secrets.

In certain cases, the Company may rely on trade secrets to protect intellectual property, proprietary technology and processes, which the Company has acquired, developed or may develop in the future. There can be no assurances that secrecy obligations will be honored or that others will not independently develop similar or superior products or technology. The protection of intellectual property and/or proprietary technology through claims of trade secret status has been the subject of increasing claims and litigation by various companies both in order to protect proprietary rights as well as for competitive reasons even where proprietary claims are unsubstantiated. The prosecution of proprietary claims or the defense of such claims is costly and uncertain given the uncertainty and rapid development of the principles of law pertaining to this area. The Company, in common with other investment funds, may also be subject to claims by other parties with regard to the use of intellectual property, technology information and data, which may be deemed proprietary to others.

The Company’s continuing as a going concern depends upon financing.

If the Company does not raise sufficient working capital and continues to experience pre-operating losses, there will most likely be substantial doubt as to the Company’s ability to continue as a going concern. While the Company has created revenues during clinical and marketing trials, all expenditures during the development stage have been recorded as pre-operating losses. Revenue operations have not commenced because the Company has not raised the necessary capital.

Securities and Exchange Commission rules may affect the ability of broker-dealers to sell the Company’s securities.

The Company’s shares of Series A Preferred Stock are not included for trading on any exchange and there can be no assurances that the Company will ultimately be registered on any exchange. The NASDAQ Stock Market, Inc. has recently enacted certain changes to the entry and maintenance criteria for listing eligibility on the NASDAQ SmallCap Market. The entry standards require at least $4 million in net tangible assets or $750,000 net income in two of the last three years. The proposed entry standards would also require a public float of at least 1 million shares, $5 million value of public float, a minimum bid price of $2.00 per share, at least three market makers, and at least 300 shareholders. The maintenance standards (as opposed to entry standards) require at least $2 million in net tangible assets or $500,000 in net income in two of the last three years, a public float of at least 500,000 shares, a $1 million market value of public float, a minimum bid price of $1.00 per share, at least two market makers, and at least 300 shareholders.

No assurance can be given that the Shares of Series A Preferred Stock of the Company will ever qualify for inclusion on the NASDAQ System or any other trading market. As a result, the Company’s Shares of Series A Preferred Stock are covered by a Securities and Exchange Commission rule that opposes additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and qualified investors. For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell the Company’s securities and will also affect the ability of members to sell their shares of Common Stock in the secondary market.

Secondary market.

No application is currently being prepared for the Company’s securities to be admitted to any exchange or to trade on any regulated market. No application is being prepared to include the securities to trade on an “Over-the-Counter” or “Open Market.” There can be no assurance that a liquid market for the Securities will develop or, if it does develop, that it will continue. If a market does develop, it may not be liquid. Therefore, investors may not be able to sell their securities easily or at prices that will provide them with yield comparable to similar investments that have a developed secondary market. Illiquidity may have a severely adverse effect on the market value of the securities and investors wishing to sell the securities might therefore suffer losses.

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Certain Factors Related to Our Series A Preferred Stock

Because the company’s Series A Preferred Stock may be considered a “penny stock,” a shareholder may have difficulty selling shares in the secondary trading market, if one were to develop.

The Company’s Series A Preferred Stock securities may be subject to certain rules and regulations relating to “penny stock” (generally defined as any equity security that has a price less than $5.00 per share, subject to certain exemptions). Broker-dealers who sell penny stocks are subject to certain “sales practice requirements” for sales in certain nonexempt transactions (i.e., sales to persons other than established customers and institutional “qualified investors”), including requiring delivery of a risk disclosure document relating to the penny stock market and monthly statements disclosing recent price information for the penny stocks held in the account, and certain other restrictions. For as long as the Company’s Series A Preferred Stock is subject to the rules on penny stocks, the market liquidity for such securities could be significantly limited. This lack of liquidity may also make it more difficult for the Company to raise capital in the future through sales of equity in the public or private markets.

If a secondary trading market were to develop, the price of the Company’s Series A Preferred Stock may be volatile and a shareholder’s investment in the Company’s Series A Preferred Stock could suffer a decline in value.

If a secondary trading market were to develop, there could be significant volatility in the volume and market price of the Company’s Series A Preferred Stock. This volatility may be caused by a variety of factors, including the lack of readily available quotations, the absence of consistent administrative supervision of “bid” and “ask” quotations and generally lower trading volume. In addition, factors such as quarterly variations in our operating results, changes in financial estimates by securities analysts or our failure to meet our or their projected financial and operating results, litigation involving us, general trends relating to the hair growth, hair rejuvenation and medical technology industry, actions by governmental agencies, national economic and stock market considerations as well as other events and circumstances beyond our control could have a significant impact on the future market price of our Series A Preferred Stock and the relative volatility of such market price.

Compliance with securities laws.

The Company’s securities are being offered for sale in reliance upon certain exemptions from the registration requirements of the Securities Act of 1933, as amended, applicable Texas securities laws, and other applicable state securities laws. If the sale of securities were to fail to qualify for these exemptions, purchasers may seek rescission of their purchases of securities. If a number of purchasers were to obtain rescission, we would face significant financial demands, which could adversely affect the Company as a whole, as well as any non-rescinding purchasers.

Offering price.

The price of the securities offered has been arbitrarily established by our current Board of Directors, considering such matters as the state of the Company’s business development and the general condition of the industry in which it operates. The price of the securities offered bears little relationship to the assets, net worth, or any other objective criteria.

Dilution.

The Company, for business purposes, may from time to time issue additional shares, which may result in dilution of existing shareholders. Dilution is a reduction in the percentage of a stock caused by the issuance of new stock. Dilution can also occur when holders of stock options (such as company employees) or holders of optionable securities exercise their options. When the number of shares outstanding increases, each existing stockholder will own a smaller, or diluted, percentage of the Company, making each share less valuable. Dilution may also reduce the value of existing shares by reducing the stock’s earnings per share. There is no guarantee that dilution of the Series A Preferred Stock will not occur in the future.

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Dilution

If you invest in our Series A Preferred Stock in this offering, your interest will be diluted to the extent of the difference between the public offering price per share of our Series A Preferred Stock and the pro forma as adjusted net tangible book value per share of our Series A Preferred Stock after this offering.

Our pro forma net tangible book value, which we have defined as our total tangible assets less total liabilities, as of June 15, 2016, was ($429,025), or ($0.124) per share of common stock, the only class of our capital stock outstanding at such time. Pro forma net tangible book value per share represents the amount of our total tangible assets less total liabilities and divided by the total number of shares of common stock outstanding as of June 15, 2016.

Dilution in pro forma net tangible book value per share of Series A Preferred Stock to new investors in this offering represents the difference between the amount per share paid by purchasers of shares of Series A Preferred Stock in this offering and the pro forma as adjusted net tangible book value per share of Series A Preferred Stock immediately after the completion of this offering. Pro forma net tangible book value per share of Series A Preferred Stock represents the amount of our total tangible assets less total liabilities, divided by the number of shares of Series A Preferred Stock outstanding, taking into account the liquidation preferences and participation rights of the Series A Preferred Stock. As the total amount of assets less total liabilities after the completion of the offering would not be sufficient to pay the total liquidation preferences of the Series A Preferred Stock, there is no increase in the net tangible book value of shares of our common stock previously purchased. After giving effect to the sale of 1,000,000 shares of Series A Preferred Stock offered in this offering at an assumed offering price of $5.00 per share, and after deducting underwriting discounts and estimated offering costs payable by us, our pro forma as adjusted net tangible book value as of June 15, 2016 would have been $4,520,560 million, or $4.52 per share of Series A Preferred Stock. This represents an immediate dilution of ($0.48) per share to new investors, or approximately 9.6% of the assumed offering price of $5.00 per share. The following table illustrates this dilution on a per share basis:

The following table summarizes, on a pro forma as adjusted basis as of June 15, 2016 and after giving effect to the offering, based on an assumed offering price of $5.00 per share, the differences between existing stockholders and new investors with respect to the number of shares of capital stock purchased from us, the total consideration paid to us, and the average price per share paid.

A $1.00 increase or decrease in the assumed offering price of $5.00 per share would increase or decrease, respectively, total consideration paid by new investors and total consideration paid by all stockholders by approximately $1 million, assuming that the number of shares offered by us, as set forth on the cover page of this offering circular, remains the same.

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The discussion and tables in this section are based on 3,441,667 shares of our common stock outstanding as of June 15, 2016. The number of shares of common stock outstanding after this offering excludes:

To the extent any of these options or warrants are exercised, there will be further dilution to investors.

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Plan of Distribution

The Company is offering a minimum of 100,000 shares of Series A Preferred Stock and a maximum of 1,000,000 shares of Series A Preferred Stock on a best efforts basis. If $500,000 in subscriptions is not deposited in escrow on or before 180 days from the qualification of this offering circular (the “Minimum Offering Period”), all subscriptions will be refunded to subscribers without deduction or interest. Subscribers have no right to a return of their funds during the Minimum Offering Period. If the minimum offering amount has been deposited by the Minimum Offering Period, the offering may continue until the earlier of a date that is one year from the date this offering begins (which date may be extended at our option) or the date when all shares have been sold.

ManeGain is not selling the shares through commissioned agents or underwriters, and no securities are offered for the account of security holders. The Company will use our existing website, www.manegain.com, to provide notification of the offering and information about the offering.

Once the “Invest Now” button is clicked, prospective investors will be given a comprehensive overview of the process and procedures, which will require an e-signature. Prospective investors will then begin a user-friendly process of establishing their personal and financial identity, selecting the number of shares to be purchased and how payment will be made, and executing subscription agreements. Once complete, all purchasers will be emailed a confirmation. There are no expected material delays in the payment of the proceeds of the offer to the issue with the exception of the time between initiation of the funding and the release of funds from the Escrow Account. There are no arrangements to limit or restrict the sale of the securities of the same class those offered for the period of distribution, or to stabilize the market for any of the securities to be offered.

If the Company receives subscriptions for more than 1,000,000 shares, management will consider the following factors (in no particular order or priority) in determining whether and the extent to which we will utilize an oversubscription option: the amount of over-subscription, our immediate cash needs, and the availability of other sources of financing.

If the minimum contingency for this offering is not satisfied or the offering is otherwise terminated, investor funds will be promptly refunded in accordance with Securities Exchange Act Rule 10b-9.

In order to subscribe to purchase the shares, a prospective investor must complete a subscription agreement and send payment by wire transfer or ACH (Automated Clearing House or electronic checking). Investors must answer certain questions to determine compliance with the investment limitation set forth in Regulation A Rule 251(d)(2)(i)(C) under the Securities Act of 1933, as amended, which states that in offerings such as this one, where the securities will not be listed on a registered national securities exchange upon qualification, the aggregate purchase price to be paid by the investor for the securities cannot exceed 10% of the greater of the investor’s annual income or net worth. In the case of an investor who is not a natural person, revenues or net assets for the investor’s most recently completed fiscal year are used instead.

The investment limitation does not apply to accredited investors, as that term is defined in Regulation D Rule 501 under the Securities Act of 1933, as amended. An individual is an accredited investor if he/she meets one of the following criteria:

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An entity other than a natural person is an accredited investor if it falls within any one of the following categories:

The Company has agreed to pay FundAmerica technology, licensing and services fees in the amount of $500 per month and $7.50 per transaction processed, plus fees for the use of the “Invest Now” technology in the amount of $35.00 per transactions processed in excess of $500.

We intend to engage Provident Trust Group, LLC to serve as escrow agent for the offering. Pursuant to the Escrow Services Agreement, we shall pay the following fees for services: (i) $500 escrow account set-up fee, (ii) $25 per month escrow account fee for the duration of the offering, (iii) $5.00 per investor accounting fee (due upon receipt of funds), (iv) fund transfer fees for each transaction ($10 for each wire, $15 per each check), and (v) twenty five basis points escrow servicing fee on total amount of funds remitted from the escrow account.

FASTransfer LLC may serve as transfer agent to maintain stockholder information on a book-entry basis. The fee for this service is $25.00 per month plus additional fees for services performed as a result of secondary market activity, if any.

ManeGain employees are assisting with preparing the materials sent via email to persons who have submitted non-binding indications of interest and posted on Company websites. They also work with FundAmerica in developing the programming to be used for the actual investment process. They do not have direct telephone, email exchanges or other contact with persons interested in purchasing the offered securities, except to gather additional information or clarification from persons who have subscribed to purchase securities.

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Use of Proceeds to Issuer

We estimate that the net proceeds to us from the sale of 1,000,000 shares of Series A Preferred Stock in this Offering will be approximately $4,950,000 based upon an assumed initial offering price of $ 5.00 per share, after deducting offering expenses payable by us, there are no underwriting of commission at this time.

We anticipate that we will use approximately $150,000 of net proceeds from the offering to repay certain outstanding accounts payable, including trade payables, consulting and professional fees.

We anticipate that we will use the remaining net proceeds, approximately $4,650,000, from this offering to:

The expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the progress of our commercialization effort, the results from clinical trials and FDA requirements, the amount of cash available from other sources and any unforeseen cash needs. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering. Pending these uses, management intends to invest any net proceeds of this offering in short-term, interest-bearing securities.

The ManeGain management has set a $500,000 minimum of stock sales to trigger the release of funds to the company returning all funds to investors if this benchmark is not achieved. This amount was chosen because it permits us to cross a threshold to a practical minimal start. With this ‘reduced’ start amount of $500,000 the Company will spend as much as $200,000 for the FDA clearance and spend $100,000 to build FDA approved HairGrowers. Cash retention though postponement of debt servicing, minimal personnel and salaries, and postponement of the wet-goods line will permit us to focus on using the rest of the money to get salons signed up and get them into a positive cash flow status. Cash flow of course opens the doors to debt funding as well as makes us more interesting to new investors.

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Description of Business

Overview

ManeGain’s business is centered on its “HairGrower” technology, which prevents and reverses hair loss, grows new hair, and strengthens hair in both men and women. The technology utilizes a combination of cold lasers, LEDs, and pure magnetic pulse as a non-invasive, chemical-free alternative to drugs and surgery. ManeGain’s Hairgrower technology combines low level red lasers, 4 different energy levels of narrowband light, and a pure pulsed magnetic field to reduce and reverse the effects of Androgenic Alopecia (AA), the most common cause of hair loss. In addition, this same technology, delays and prevents hair loss, increases hair density, strengthens weak hair, increases keratin production, thickens hair, improves hair body and texture, maximizes volume and lift, restores hair moisture and shine, and nourishes the hair follicle.

ManeGain has further developed a process of hair volumizing with the addition of laser activated hair products that produce immediate results and will become part of the salon’s hair styling session sold to their customer base. The sale and experience are completed with take-home hair products to maintain ‘the salon look’ until the next session.

The HairGrower has been deployed in upscale salons in Austin, Houston, and San Antonio with excellent results and reviews. To see some of our video testimonials, please go to: www.manegain.com/testimonials-2.

Industry and Market Opportunities

The market for hair restoration services is rapidly expanding through growth in both the active and healthy aging population, as well as the more competitive and stressed image-conscious middle-aged and youthful consumers. According to the International Society of Hair Restoration Surgery, it is estimated that over 40% of people are now suffering from hair issues at some level. The same trends are becoming increasingly important in foreign markets as well. The following table shows the percentage of the U.S. population experiencing hair loss according to a recent industry publication:

Figure 1: Percent of Population Experiencing Hair Loss

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Traditionally, laser-based products are considered medical devices and offered exclusively through dermatologists (hair surgeons) as an add-on service post hair transplant surgery. However, as a dermatologist is not required for the delivery of therapy services from the Company’s products, ManeGain has delivered its products and services through high-end hair care salons. The Company believes that delivery into the high-end hair styling and medical spa segments will allow ManeGain to make a quick and substantial impact in sales and brand recognition.

Currently, over $2 billion is spent on hair restoration surgery annually worldwide, with an additional $1.5 billion spent on drugs and supplements to combat hair loss. But this pales in comparison to the $20 billion spent annually (predominately by women) on hair care products, mostly to treat weak, aging, thinning or aging hair, or to add luster, fullness and body to existing hair.

Revenue Model

The Company intends to pursue two primary revenue streams. The first is to implement a revenue sharing program involving the use of the HairGrower service in high-end salons (the “Revenue Sharing Model”). The second revenue stream will be the traditional retail sales of the associated wet goods through the salon to their retail customers as well as directly through the Internet. These wet goods are a small fraction of our estimated sales and are sold separately and designed to support the actions of the HairGrower. The combination of wet goods and soft service comprise the whole product offering of ManeGain.

HairGrower Revenues

The basic revenue source for the Company is the rental of time on the Hair Grower machine. The Client uses the machine in 20-minute sessions on either a scheduled basis (once or twice a week), in conjunction with regular stylist’s visits, or on a walk-in, as available basis for ‘touch-up’ and bundling with other salon services. Session costs vary on a volume basis between $60 and $75 per 25-minutes of use. “Packets” of session are sold in Stock Keeping Units at different prices as follows:

Implementing the Model

ManeGain has created an extensive computer ‘back-end’ software application which it plans to expand and is the primary instrument of its means of doing business. The software creates a portal though which both the salon and the client can access all aspects of the ManeGain relationship. Typically the client can schedule an appointment either through a Mobile App or with the salon at their front desk. When buying their first treatment, a client becomes part of the Company’s database by entering all the data for the relationship (name, address, credit card data and billing authorization, products purchased, etc.). Currently the client is issued a unique code, which is entered into the HairGrower to activate it. Every two weeks the ManeGain representative visits the salon and records the inventory of use for the machine that is used to verify billing records and validate the proper use of the machine.

The Company is moving this process to a more automated system, utilizing a cell phone / smart phone log in and unit activation. The client will be able to use their mobile device to communicate with the Company in real-time, and, if all is well, the network will turn the machine on by remote control for the session to commence. Billing will be completed automatically through the client’s mobile device. For control, all sales are performed through a credit card. In some salons, cash is still the preferred method of payment. These salons are offered two alternatives. The first alternative is, if a customer wants to pay cash, the salon owner will use their personal or company credit card to complete the transaction and the salon owner will keep the cash. The second alternative is the amount of cash payment is deducted from the salon’s part of the Revenue Sharing Model and the salon enters “cash” as payment in the system.

Revenue Sharing Model

As noted, the Company collects the proceeds of the sales of all the sessions. These session payments are aggregated every two weeks and the Company sends 20% of this revenue to the salon owner. In addition there are two stylists in the salon who have been trained by ManeGain (See ManeGain University on page 19) and represent the Company’s interests in the salon’s daily operations and sales (the “Representatives”). These Representatives are each given 10% of the revenues for services rendered with the remaining 60% being the Company’s income.

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In pursuing the Revenue Sharing Model, management believes that the Company enjoys several key, sustainable competitive advantages: (i) the Company’s therapy of hair rejuvenation from follicle to tip (the whole hair); (ii) the introduction of hair restoration services into the salon environment; and (iii) a complete solution for hair restoration that salons could not previously provide. Previously, salons have been limited to hair “repair”, which includes cutting, coloring and styling. As a result of hair rejuvenation, salon clients can receive hair restoration services at approximately half of the charges for such services in a dermatologist’s office.

Competition

ManeGain competes generally within the existing hair restoration marketplace estimated to grow to $2.8 billion worldwide in 2017. In addition, the non-prescription / non-surgical solutions to hair restoration are estimated at $1.5 billion for the latest year figures are available. This category represents a fragmented marketplace characterized by packaging, promoting, and distributing two basic hormone-altering FDA approved drugs, various herbal offerings, mechanical agitators and lasers with marketing and distributing via multiple channels (retail, TV and radio advertising-driven direct to and multi-level marketing, among others). Although there is no category leader, there are a number of known direct to consumer marketers including:

1 – Chemical Based Solutions (Price range of $250-$400 per year)

There are only two FDA approved drugs for hair loss: Propecia (finasteride) and Rogaine (minoxidyl). Both are based on hormone altering chemicals. Propecia is the most effective and is only available for men and by prescription. Propecia has been shown to be effective in 66% of men on the back of the scalp and only 41% on the top of the scalp. All other chemical based products available in the market are based on watered down versions of these drugs with other ingredients and are not FDA approved.

2 – Laser Based Solutions (Price range of $400-$700)

The original laser based hair-regrowing device HairMax is sold in the form of a comb-like device at a price ranging from $400 to $700 by direct sales. HairMax obtained the first FDA 510(k) for hair regrowth with lasers and opened the way for competitors with both the public and the FDA. The HairMax comb-like device is brushed through the user’s hair for several minutes each day. Several competitors producing laser combs have come on the market using direct sales with pricing from sub $100 to $400.

A recent adaptation of the laser comb is the I-Grow, a helmet worn like a set of large earphones and priced at $700 that follow up on the HairMax FDA application clinical studies. The helmet is worn every other day.

3 – Surgery Based Solution (Price Range $3,000-$25,000)

The standard and most effective solution to hair loss in men (due to women’s hair loss chemistry, this cannot be used) has been hair follicle transplant surgery done by a licensed doctor in a medial environment. Individual hair follicles are generally removed from the back of the head and surgically transplanted in a thinning area of the scalp. This process has been automated so the physician merely guides a robot to remove hair follicles and transplant them in another location.

Competitive Advantages

ManeGain offers unique and specific advantages over each competitive approach, including the following:

1 – Chemical Based Solutions: Androgenic Alopecia (genetic pattern baldness, responsible for roughly 90% of the hair loss in men and women) is based on a testosterone hormone issue, specifically a problem with a testosterone molecule attaching to the nucleus of hair follicle stem cells making the hair. The chemical based solution, which is only prescribed for men, is to alter the hormone balance in the body of the client and retard the testosterone. This can cause certain side effects (contraindications), such as men developing enlarged breasts and raised voices. It is advised that men taking these chemicals not be around pregnant women (see the contraindications on a bottle of Rogaine). It works best in the early stages of hair loss, is successful in most cases, and stops working when and if you stop using it. Simply put, the ManeGain advantage is that it grows hair without interfering with a person’s sexual hormones.

2 – Laser Based Solutions: A primary key to laser solutions is the movement of the lasers around the scalp to get laser light into all of the subcutaneous tissue holding the hair follicle and into the follicle itself. The primary drawback of the comb system is that you need to comb your hair with vigor for 15 – 20 minutes 2 to 3 times a day. This is a taxing manual task with a negative physical impact that can result in users not following the protocol to make it a successful therapy. If the comb system does not get used correctly it doesn’t produce good results.

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The helmet system design offers stationary light. Because the helmet system design doesn’t provide for the movement of the lasers around the scalp, spots of strong and low laser energy develop with significant hair casting shadows. The process is inefficient and slow. The units are uncomfortable as they are attached to headphones which support the weight of the laser system putting pressure on the tops of the ears and a ‘squeeze’ on the head.

ManeGain has two major advantages over other laser based solutions. The first advantage is efficacy as laser systems by themselves do not aid in increasing blood flow in the scalp needed to flush out the testosterone and stimulate cell re-growth. ManeGain combines magnetic pulse for increased blood flow stimulation, various different frequencies of light for bio-stimulation and moving lasers to get laser energy everywhere in the scalp. The second advantage is ManeGain’s far more subtle but equally important use of the salon for its Hair Grower machine. Enlightened medicine today recognizes that medical issues are social and the power of healing is enhanced with social and personal support groups. The salon is a social setting with supportive patrons and staff. Just like Alcoholics Anonymous or a gym membership, it is the social aspect and acceptance that keep people coming back. In hair regrowth, repetition is the key to success. Laser based solutions administered at home alone do not take advantage of the supportive nature of a social setting and do not promote the drive to finish the protocol and achieve success. In addition, models that are sold to dermatologist range from $5,000 for a simple stationary 30 diode machine, upwards to $49,900 for a deluxe version with up to 80 diodes.

3 – Surgery Based Solutions: Surgery is expensive, invasive, and physically risky. As a surgery the issues of infection and recovery from the traumatic procedure can be substantial. A large number of transplanted hair follicles simply do not survive the process. Second and third passes of the surgical procedure are not uncommon. The primary source of new hair follicles is from somewhere else on the client’s body with the head being the first choice. When a client has used up their hair follicles on their head, there are no more available.

Surgical costs run as high as $25,000 per treatment and many clients have to come back for a 2nd or even 3rd treatment. Furthermore, there are now many varying methods of transplant surgery, so it can be hard to compare costs. For example, while the better surgeons use FUE (follicular unit extraction) or a pre-scored system (SAFE), the latest ones are using DHT (direct hair transplant) where the follicular units are outside the tissue for only minutes.

Marketing

With experience over the past three years, management has determined the best approach to generating sales is to have a dedicated, well-trained team of salon employees within each salon, preferably the principal hair stylists, to be representatives of ManeGain and share in the commissions earned by the salon. The elements of the Company’s growth strategy are detailed as follows:

ManeGain University

Consistent in the growth of the ‘thank you’ economy and customer enchantment marketing is the care and feeding of a tribe. A tribe is a group of people that share a passion. Our passion is offering something that makes people’s lives better or much better in most cases.

ManeGain University is the way we manufacture the first level of our tribe universe.

ManeGain University is scheduled to be a three-day intensive indoctrination into ManeGain culture. The goal is to create passionate and knowledgeable advocates of the service to the clients and staff of the salon from their own best people. These Representatives carry the message back and teach the stylists that they are all artists and that good art needs a good canvas, which is in this case hair. Through local repetition, the Representatives smooth the transition of the stylist from artist to salesman and carry the message to the client. The Representatives drive the support group energy in the salon and are the marketers at the street level. They are the closers, the subject matter experts on site and are easily accessible, real people talking to real people.

This is a skill set that can be learned. ManeGain University teaches evangelism for the product and its results by example and is the primary source of energy in all the stylists in our salon base. ManeGain University trains the two Representatives. As stylists change salons they carry the message along (after all they were paid well selling ManeGain).

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Physically, the ManeGain University will consist of two small classrooms, a small ‘salon,’ video support (lighting and audio creation) and an office. People from the salons will be billeted in local hotels, educated, given a new vocabulary, taught to know when hair will grow and when it will not, practice pitching, develop confidence, party, make friends, be won over, and converted.

Placement of HairGrower in High-end Salons

The Company’s management believes that the placement of HairGrowers in high-send salons is the most important part of the Company’s marketing strategy. The Company’s management anticipates salons in which HairGrowers are placed will generate between $150,000 and $200,000 in gross revenues ($90,000 to $120,000 in free cash flow to ManeGain) in the first twelve months and $250,000 to $600,000 in gross revenues ($150,000 to $360,000 in cash flow to ManeGain) per year thereafter. The only salons capable of doing this have to be in the higher-end of the hair industry spectrum. To help facilitate the placement of HairGrowers in such high-end salons, the Company’s management has identified a salon industry veteran, and Giacomo Forbes, a “seen-on-TV” celebrity hair stylist to leverage their contacts and assist in placing a HairGrower unit rapidly into these high-end salons. The Company’s management believes that placing these units will be easier than selling units as the Company employs a revenue share program requiring little upfront expense from a salon owner, other than sending two individuals for training.

In-Salon Training and Promotions

In addition to training the two salon representatives at the ManeGain University to be the points of contacts for ManeGain, management intends to have several in-salon training and demo days to get the other stylists familiar with the benefits, use, and efficacy of the HairGrower. We also will encourage every stylist in the salon to use the Hairgrower for at least 10 sessions to see how it affects their hair. Management has estimated that at least four training sessions and three to four demo and “question and answer” days will be necessary to fully introduce the HairGrower and ensure that all stylists are interested in and effective in generating sales. We have also found that in-salon promotions (meet and greet parties), where salon customers can ask questions about the product, its inventor, and sample the therapy, are extremely effective in generating interest and immediate sales.

Targeted Advertising (Print, Direct Mail, TV, Radio)

Management intends to launch a narrowly targeted advertisement campaign that involves direct email to salon customers, direct mail to area stylists, print ads in high-end fashion magazines, and a short run commercial on fashion and beauty centric programs. In addition, short run spots on specialized fashion and beauty oriented cable TV and Radio shows will be implemented.

Cultivation of Celebrity Stylists

While not an immediate need, we believe that the long term development of a network of celebrity stylists as brand ambassadors who will promote and use the ManeGain therapy will be an integral part of our upscale marketing program. The Company already has the support of one such stylist, Giacomo Forbes. He has styled the hair of a variety of film, TV and entertainment celebrities and is an avid supporter of ManeGain. A focused effort to attract and secure the endorsement of these “brand ambassador” celebrity stylists with substantially help create awareness and credibility in the marketplace.

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Management of a Salon Roll Out Schedule

There are many moving parts to getting a salon up to speed with this product. We have spent the last two and a half years formulating and perfecting this rollout schedule (see Figure 1 below) from trial and error. The Company has placed special test HairGrowers (pre-FDA approved field testing units) in salons for both technical and marketing evaluation and evolution. On the technical side this has included unit reliability, ease of use, performance consistency, customer comfort, and acceptance, and the first level of Clinical Trials under a Medical Doctor’s review. This also has let us do market testing, learning about and develop interaction scenarios with the customers, stylists, and salons, and to create in the ‘real world’ the solution to education and evangelism we call ManeGain University. These test scenarios have lead to finding a successful engagement process that has resulted in the Salon Roll-Out Schedule. It is the expectation that the manager of each salon we bring on board will be able to execute to this schedule and we will have a dedicated ManeGain employee making sure that this schedule is adhered to. If the schedule is not adhered to, ManeGain will remove the HairGrower from the salon. Details and Expectations will get outlined in a contract with each salon the Company engages with.

Figure 1: Roll Out Schedule (see Exhibits of a Larger Version)

Patent Information and Production and Supply

The Company’s HairGrower is a finished product. It will be modified to meet the FDA manufacturing procedures of documentation and production auditing. To-date, the Company has completed the manufacturing of 16 HairGrowers, and has six others in the “work-in-progress” stage, none of which meet the FDA requirements. While the Company is not required to provide segment information, the FDA does have reporting procedures for parts testing, manufacturing audit trails, and Quality Control. The Company will need 10-20 HairGrower units per month to carry out its business plan. The Company plans to have two technicians in a 1,500 square foot industrial office available to assemble, test and service all HairGrower units. The first production of HairGrowers came to a total cost of about $2,500 per unit, including all parts and labor.

The Company filed a provisional patent 3 (USPTO US 61 / 192,143), which was not able to be converted into a non-provisional patent application at the time. The Company plans to improve the design and add some additional features, and as such its patent attorney has informed Company management that the Company will be able to re-file the provisional patent as a non-provisional patent upon completion of reaching the minimum capitalization required for this Offering. The estimated cost in acquiring this patent is $10,000 USD. Upon submission of this non-provisional patent application, the Company’s HairGrower will be considered “Patent Pending.”

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ACTUAL HAIRGROWER UNIT

PATENT 3 (USPTO US 61/192,143)

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Testing of the Company’s Products

Laser based hair regrowth, which reverses the effects of Androgenic Alopecia (genetic pattern baldness, responsible for roughly 90% of the hair loss in men and women), has been in use with dermatologist and in hair surgeons offices for about 15 years. Recently, helmet versions have been offered by several companies, all whom have done clinical studies and demonstrated the veracity of the low-level laser technology to the FDA. It is our hope that because the Company uses the same basic technology, that our processing will not require extensive or any clinical studies. In 2011 and 2012, the Company ran tests with 53 ‘clients’ resulting in 2 unsuccessful and 51 successful treatments for a 96.2% efficacy rate. This is substantially better than either the HairMax (http://www.hairmax.com/) or the I-Grow (http://www.igrowlaser.com/ ) results.

We have a list of peer-review papers from doctors and scientists defining the re-growth process, all of which are updated periodically and published for consumer and investor review at (www.manegain.com). The FDA has had clinical studies done which demonstrate the process of lasers reversing Androgenic Alopecia and has accepted the technology. The Company has over 30 white papers from leading hospitals, the National Aeronautical and Space Administration (“NASA”), and medical schools that the Company can provide upon request.

FDA Approvals

The Company is required to file a 510(k) with the FDA for its HairGrower. Section 510(k) of the Food, Drug and Cosmetic Act requires device manufacturers to register and notify the FDA of their intent to market a medical device at least 90 days in advance. This is known as Premarket Notification, also called a PMN or 510(k). Specifically, medical device manufacturers are required to submit a premarket notification if they intend to introduce a device into commercial distribution for the first time. The intent is to be sure that the claims the Company makes about the product or process meet expectations and are based on acceptable science. Once classified as a medical device, the HairGrower is also subject to the Medical Device Tax, a part of the Affordable Healthcare Act.

Additional Information about the FDA 510(k) can be obtained at:

http://www.fda.gov/MedicalDevices/ProductsandMedicalProcedures/DeviceApprovalsandClearances/510kClearances/

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Description of Company Property

The Company does not own any real estate. The Company currently rents mail spaces at 12400 Highway 71, Suite 350-256, Austin, Texas 78738.

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Item 9

Management’s Discussion and Analysis of Financial Condition and Operations

The following discussion and analysis of the Company’s Financial Condition and results of operations should be read in conjunction with the Company’s financial statements. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. The Company’s actual results and timing may differ from those anticipated in these forward-looking statements and planning as a result of many factors, including those discussed under “Risk Factors” beginning on page 5 and elsewhere in this prospectus.

Overview

ManeGain’s products and services are centered on the Company’s HairGrower technology, which prevents hair loss, stops hair loss, and grows new hair in both men and women. The technology utilizes cold lasers, LEDs, and magnetic pulses; and is a non-invasive and chemical free alternative to drugs and surgery. The Company believes that its distribution model allows for rapid placement of the Company’s products and services, and will generate long-lasting repeat customer use of the Company’s products and services, leading to recurring revenues.

Previous Financial Performance

Attached is a very simple Income Statement for years 2010, 2011, and 2012 (see Table 1: ManeGain Financials 2010 – 2012 below). The changes in revenues and cost of sales reflects the development of product to the market place and trials of various marketing and sales approaches as we figured out how to successful take this newel service offer to the salons and stylists.

Table 1: ManeGain Financials 2010 – 2012

Though we had placed machines in 12 different locations, at most there were only 7 locations active at any one time and only 2 actually selling anything. Bella Salon (70%) and Amar (15%) were the two locations for most of all sales. Bella did just over $50,000 in 12 months, where Amar was only active for 3 months. This was another important lesson management learned that only certain “types” of high-end salons can support this service. That is why we would hire an individual who has connections with some of the highest end salons in New York, Los Angeles, Dallas, Fort Worth, and Houston, to lead the launch of the new ManeGain.

As we bootstrapped this company, our funds were used mostly to “develop” and test the technology and do field trials and formulate the best “go-to” market strategy. As you can see, in 2012 (which we only operated 3 months before running out of funds and ending our field trials) we were starting to see an uptick in revenues and a strong movement towards profits. From 2012 to 2014 the company was dormant and exploring the new Regulation A registration to funding. The process of offering Regulation A stock and the activation of the JOBS Act of 2012 permitted the company to start working on the Regulation A Form 1-A beginning in December 2014. Final drafting of the complete rules of the Registration A occurred in September of 2015.

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Use of Investor Funds Discussion

Assuming the Company raises the full $5,000,000, management believes between month 9 and 11 of operations the Company should start to go cash flow positive. Company expenditures have been divided into three buckets: Cost of Sales (which is the start-up cost associated with the launch of the first 60 salons); Cost of Goods Sold (which is the costs associated with building 60 more machines and for development of our wet product line to tie in with it); and Expenses (which is the day to day operating expenses and overhead running the company).

Management also accounts for profits that will start to accumulate during the ramp up phase. So out of the expected $5 million, only $4 million should be used in expenses, with a 20% buffer. Of course, this buffer might be less if we have to spend the budgeted money on other expenses management has not accounted for or we raise less money.

Half of the estimated expenses are operational costs, so in engaging one (1) salon or sixty (60), we are going to be spending the money on support and overhead and sunk costs in the first eighteen (18) months.

The other half is dependent on the number of salons deploying the ManeGain Hairgrower. Out of this half, about 50% is variable (dependent on the number of salons coming on line). The other 50% (25% of total costs) are ongoing costs of operations. The one exception is the possible costs associated with getting FDA approval for the device. A more detailed explanation of the per-salon start-up costs is given in the Explanation of Cost of Sales section following.

So, out of the $5 million approximately 60% will be spent on getting ManeGain into position to support 100 to 200 salons, and get to $1 million in profits in 18 months. With the initial completion of the FDA requirement, the upgrading of the back-end support software, and ManeGain University, it becomes an issue of directly scaling the service base. The more money ManeGain can raise from investors or revenues, the faster and more widespread the Company can deploy its services. See Explanation of Cost of Sales below for more details.

Expenses – FDA Approval

Management cannot give specifics about the FDA 510(k) process other than that the filing fee is still under $5,000, but subject to change, and the FDA works very hard to get the applications done in 135 days. The FDA has been encouraged by Congress and the Internal Revenue Service to qualify more ‘medical devices’ as they are now covered by a special tax in the new Affordable Healthcare Law.

When we do the 510(k) filling, the FDA will determine what they want in the way of studies, the number of studies needed to be conducted, documentation, science, trials and data collection. This may require one or more studies that could cost from $10,000 to $70,000 each along with the support of consultation by companies specializing in the FDA interfacing (typically ex-FDA experts in the process). We estimated the worst case would be $250,000 and we have accounted for that amount.

It is our belief that the FDA rule of ‘substantive equivalence’ will prevail and that other studies, data, and research from previous applications (such as I-Grow and HairMax) can be incorporated into ours as part of the public record. This would considerably reduce the amount of new science we will have to show the FDA and could keep the whole cost to under $50,000.

Explanation of Cost of Sales

So, based on the Company’s history, how does management think the Company can ever hope to generate $150,000 to $275,000 in profits per year per salon. As stated earlier, it will be done with a combination of focused marketing and disciplined execution

First, management believes there is a demand for this non-invasive regrowth, restorative, and rejuvenative service. People want thicker, stronger, fuller, younger hair and will pay for it. The Company also believes that salons have little resistance in wanting to try a free to low cost “experiment” to gain another source of revenues with no products to stock or buy inventory.

Next, ManeGain believes certain high-end salons can support a run-rate of gross sales between $250,000 and $350,000 per year if management properly promotes and trains the staff. The Company has been working with Bella Salon (Josh Martin), Giacomo Forbes, and Ms. Elliot to determine what needs to be done to perfect the training of the in-salon ManeGain experts and motivate a salon’s staff to offer the ManeGain Service.

Also, management believes that the Company will have to “prime the pump” in each salon that we launch our service. Unfortunately, there is a sunk cost of between $20,000 and $25,000 per salon before management can properly ascertain that a salon can generate $15,000 to $20,000 per month in revenues. The good news is that once the “sunk cost” phase of approximately $65,000 per salon over a 9 month period in promotional activities is

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completed, the cost of support drops to less than $1,000 per month (not including commissions). We should see a salon reach break-even within 3 months of an installation, and profitability within 6 months; reaching a sales rate north of $12,000 per month. (See Figure 2: Rollout out Cost and Revenues per Salon (1 Year) on the following page for a graphic representation)

Figure 2: Rollout out Cost and Revenues per Salon (1 Year)

Based on executing our marketing and awareness plan, the Company can determine within 3 months of a HairGrower installation if a salon will be able to produce revenue numbers that will lead to a $150,000 first year ramp and whether to keep or pull a location “prior” to expending the bulk of the promotional money. The four “big” expenses in the first 3 months are training the ManeGain Specialists, an in-salon “meet & greet” party, a direct mailer, and two to four, 2-month print ads in high-end local fashion magazines. This 3 month burn totals just under $25,000.

Why is it important to know about sunk costs? Because after the first 12 months of operations, the Company’s direct expenses to support a salon drop to under $1,000 per month; at which time a salon should be generating between $12,000 and $20,000 per month in revenues or $7,200 to $12,000 per month in free cash flows to ManeGain. Multiplying that number by 100 salons, and you can see why management feels so confident in this endeavor growth and profitability potential. Remember, there is nothing to build, no inventory to supply, this is analogous to an internet company, but with a physical presence.

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Item 10

Director, Executive Officers, and Significant Employees

The following table sets forth information regarding our executive officers, directors and significant employees, including their ages, as of June 10, 2015.

Notes:

1 – There are no arrangements of understandings between the person described above and any other person pursuant to which a person was or is to be selected for his or her office or position.

2 – There are no family relationships between any director, executive officer, or person nominated or chosen by the issue to become a director or executive officer or any significant employee.

3 – None of the Officers listed above has been 1) involved in any federal bankruptcy in any state, has been filed against for financial or 2) been convicted in a criminal proceeding other then traffic violations.

Jeffrey Fry has been our President and Chief Executive Officer since joining the Company in 2012. From 2001 until 2014, Mr. Fry served as either President or Executive Vice President in multiple startup companies, including Videodisgo, MyTurf Wireless, baqpak, COAX Corp, and Help Find Care. In addition, Mr. Fry helped start the Hornaday Award Weekend as part of the Boy Scouts of America’s Capital Area District in Austin, Texas. Mr. Fry received his BS in Electrical Engineering from Lafayette College in 1981 and attended St. Edwards University as part of his MBA studies from 1996 to 1998. A listing of his roles includes:

Help Find Care, Inc., CEO, Austin, Texas, June 2012 – February 2014

MyTurf Wireless, Co-Founder & EVP Marketing, Austin, Texas, April 2008 – July 2010

baqpak, inc, Founder, Austin, Texas, June 2009 – Present

Profit Prophet, LLC, Principal, Austin, Texas, June 2008 – Present

Videodisgo, Inc., CEO, Austin, Texas, February 2004 – December 2006

COAX Corporation, VP Sales & Marketing, Austin, Texas, April 2000 – February 2002

Barry Thornton founded Austin Medical Research in 2007, which evolved into ManeGain where he is now serving as Chairman of the Board and Chief Technical Officer. Mr. Thornton has previously served ManeGain as Chief Executive Officer (2007 to 20012, Chief Operations Officer (2007 to 2012), and Chief Financial Officer (2007 to 2010). In 1996 Mr. Thornton founded and served as Chief Executive Officer and then Chief Technology Officer of ClearCube Technology, Inc. until 2007. Mr. Thornton has been engaged in start-ups since 1971. Mr. Thornton is a product of the California University System with majors in Physics and Anthropology and was active in Student Nonviolent Coordinating Committee in the late 1960s. Mr. Thornton has 30 patents to his name and, in addition to starting companies, continues to mentor bootstrap startups.

Michael K Schwartz has served as Chief Operating Officer since 2012. Over the prior 22 years, Mr. Schwartz founded numerous companies spanning a variety of industries including international trade, distribution, technology, waste management and construction.

From 2009 to 2011 Mr. Schwartz served as Vice President of Business Development for Du Bray & Associates, an Australian International Procurement firm, and was tasked with expanding the geographical reach of the company and the client base. Prior to Du Bray & Associates, Mr. Schwartz founded Seville Homes, a custom home builder on the Texas Gulf Coast active from 2005 to 2007. In 2004, a waste services company founded by Mr. Schwartz, Sentinel Waste in Austin, was purchased by IESI-BFC, Ltd (NYSE: BIN).

Mr. Schwartz received his BA in Business Administration from Southwestern University in Georgetown, TX in 1990.

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Item 11

Executive Compensation

The following table represents information regarding the total compensation earned by the three highest paid individuals who served as an executive officer or director of the Company as of December 31, 2015.

The aggregate annual compensation of the Company’s directors, as directors, as a group for the issuer’s last completed fiscal year was $0. The Company has three directors.

Upon reaching profitability, Officers of the Company and some selected employees may be given other compensation commensurate with their position and the amounts of revenues generated. In some cases, this amount may be equal to or exceed 50% of their total compensation.

Officer Compensation

The Company does not currently pay any cash fees to any officer of the Company beyond those listed above.

Directors and Advisors Compensation

The Company does not currently pay any cash fees to any director or advisor of the Company or any member or employee of the Company beyond those listed above.

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Item 12

Security Ownership of Certain Beneficial Owners and Management

Set forth below is information regarding the beneficial ownership of our common stock, our only outstanding class of capital stock (as no shares of Series A Preferred Stock have been issued as of the date hereof), as of June 15, 2016 for (i) all executive officers and directors as a group and (ii) each person, or group of affiliated persons, known by us to be the beneficial owner of more than ten percent of our capital stock. The percentage of beneficial ownership in the table below is based on 3,435,000 shares of common stock deemed to be outstanding as of June 15, 2016.

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Item 13

Interest of Management and Other in Certain Transactions

Related Party Transactions

Our majority stockholder(s) are Mr. Barry Thornton, the Company’s Chairman of the Board & Chief Technology Officer, Mr. Jeffrey Fry, the Company’s Chief Executive Officer & President and Mr. Michael Schwartz, the Company’s Chief Operations Officer, who together own the majority of the issued and outstanding shares of Common Stock of ManeGain, Inc. Consequently, these shareholders control the operations of the Company and will have the ability to control all matters submitted to stockholders for approval, including:

Mr. Barry Thornton, Mr. Jeffrey Fry & Mr. Michael Schwartz will thus have complete control over the Company’s management and affairs. Accordingly, this ownership may have the effect of impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for the Common Stock.

Except as otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 12 of Form 1-A, Model B.

In 2010, Seda Rico, LLC loaned the Company $180,000 and received offsetting royalties of $8,169. In 2011, Seda Rico loaned an additional $20,000 and received royalties of $3,340. Further, in 2012, the Company received additional loan proceeds of $10,000 and paid $4,808 in royalties. As of December 31, 2015, the Company owed Seda Rico outstanding principal of $193,683 related to these borrowings. Mr. Fry owns 38% and Mr. Schwartz owns 14%, and together owning 52% of Seda Rico. Seda Rico LLC is owed a royalty of 25% of ManeGain’s revenue from the top performing 21 HairGrower machines.

Note- No expert named in this offering statement as having prepared or certified any part the offering statement was employed for such purpose on a contingent basis or, at the time of such preparations or certification, at any time thereafter, had a material interest in the issuer of any of its parents or subsidiaries or was connected with the issuer in any of subsidiary as a promoter, underwriter, voting trustee, director, office or employee.

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Item 14

Securities being Offered

The following is a summary of the rights of our capital stock as provided in our certificate of incorporation and bylaws and are qualified in their entirety by reference to our certificate of incorporation and certificate of designation, filed as exhibits to this offering statement. For more detailed information, please see our certificate of incorporation and bylaws, which have been filed as exhibits to the offering statement of which this offering circular is a part.

Preferred Stock

The Company is offering Series A Preferred Stock to investors in this Offering. The Certificate of Designations of Series A Preferred Stock authorizes 1,000,000 shares of Series A Preferred Stock, none of which were issued and outstanding immediately prior to the Offering.

Upon a liquidation, dissolution or winding up of the Company, including the acquisition of the Company by merger, asset acquisition or otherwise, each share of Series A Preferred Stock is entitled to receive, prior and in preference to any distribution to the holders of Common Stock, an amount equal to $5.00 per share (the “Liquidation Preference”). After payment of the aggregate Liquidation Preference, any amounts remaining for distribution to the shareholders shall be distributed pro rata among the holders of Common Stock and Series A Preferred Stock, pro rata based on share ownership.

The Series A Preferred Stock, except as otherwise required by applicable law, shall not have the right to vote on matters submitted to the stockholders of the Company.

Common Stock

The Company is authorized by its certificate of incorporation to issue an aggregate of 10,000,000 shares of Common Stock, $0.001 par value per share (the “Common Stock”). As of June 10, 2016, a total of 3,441,667 shares of Common Stock were issued and outstanding.

All outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. All common stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities and the payment of the liquidation preference of the Series A Preferred Stock. The stockholders do not have cumulative or preemptive rights.

Security Holders

As of June 10th, 2016, there were 3,441,667 shares of our Common Stock outstanding, which were held of record by approximately 4 stockholders, not including persons or entities that hold the stock in nominee or “street” name through various brokerage firms. No shares of Series A Preferred Stock were outstanding.

Dividends

The Company has never declared or paid cash dividends on its shares of capital stock. The Company currently intends to retain all available funds and future earnings for use in the operation of Company business and does not anticipate paying any cash dividends in the foreseeable future to holders of our capital stock. Any future determination to declare dividends for the Company’s shares of capital stock will be made at the discretion of our board of directors, and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our Board of Directors may deem relevant.

Indemnification of Directors and Officers:

The Company is incorporated under the laws of the state of Texas. The Texas General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with various actions, suits or proceedings, whether civil, criminal, administrative or investigative other than an action by or in the right of the corporation, a derivative action, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses including attorneys’ fees incurred in connection with the defense or settlement of such actions and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate of incorporation, bylaws, agreement, and a vote of stockholders or disinterested directors or otherwise.

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The Company’s certificate of incorporation provides that it will indemnify and hold harmless, to the fullest extent permitted by the Texas General Corporation Law, as amended from time to time, each person that such section grants us the power to indemnify.

The Texas General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for:

The Company’s certificate of incorporation provides that, to the fullest extent permitted by applicable law, none of our directors will be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this provision will be prospective only and will not adversely affect any limitation, right or protection of a director of our company existing at the time of such repeal or modification.

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Part F/S

ManeGain, Inc.

A Texas Corporation

Financial Statements and Independent Auditor’s Report

December 31, 2015 and 2014

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To the Board of Directors of

ManeGain, Inc.

Austin, Texas

Independent Auditor’s Report

Report on the Financial Statements

We have audited the accompanying financial statements of Manegain, Inc., which comprise the balance sheets as of December 31, 2015 and 2014, and the related statements of operations, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Artesian CPA, LLC

1624 Market Street, Suite 202  |  Denver, CO 80202

p:  877.968.3330  f:  720.634.0905

info@ArtesianCPA.com  |  www.ArtesianCPA.com

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Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ManeGain, Inc. as of December 31, 2015 and 2014, and the results of its operations and its cash flows for the years then ended, in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter Regarding Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 4 to the financial statements, the Company is a business that has not yet commenced planned principal operations, plans to incur significant costs in pursuit of its capital financing plans, has not generated meaningful revenues or profits since inception, and has sustained net losses of $4,611 and $33,106 for the years ended December 31, 2015 and 2014, respectively. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

/s/ Artesian CPA, LLC

Denver, Colorado

August 16, 2016

Artesian CPA, LLC

1624 Market Street, Suite 202  |  Denver, CO 80202

p:  877.968.3330  f:  720.634.0905

info@ArtesianCPA.com  |  www.ArtesianCPA.com

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ManeGain, Inc.

(Formerly Austin Medical Technologies Inc.)

Balance Sheets

As of December 31, 2015 and 2014

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ManeGain, Inc.

(Formerly Austin Medical Technologies Inc.)

Statements of Operations

For the years ended December 31, 2015 and 2014

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ManeGain, Inc.

(Formerly Austin Medical Technologies Inc.)

Statements of Changes in Stockholders’ Equity

For the years ended December 31, 2015 and 2014

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ManeGain, Inc.

(Formerly Austin Medical Technologies Inc.)

Statements of Cash Flows

For the years ended December 31, 2015 and 2014

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ManeGain, Inc.

Notes to the Financial Statements

As of and for the years ended December 31, 2015 and 2014

NOTE 1: NATURE OF OPERATIONS

ManeGain, Inc. (the “Company”) formerly called Austin Medical Research (AMR – 2007), then Austin Medical Technologies (AMT – 2008), and now ManeGain Inc. is a corporation organized July 6, 2007 under the laws of Texas. The Company was formed as AMR to conduct fundamental research in non-invasive medical technologies, and to develop hardware and software technologies based on that research under the name of AMT, and finally under the name ManeGain, Inc. to commercialize those technologies as ManeGain.com.

As of December 31, 2015, the Company has not yet commenced planned principal operations nor generated significant revenue. The Company’s activities since inception have consisted of formation activities, research and development, and preparations to raise additional capital. The Company is dependent upon additional capital resources for the commencement of its planned principal operations and is subject to significant risks and uncertainties; including failing to secure additional funding to operationalize the Company’s planned operations.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP) and Article 8 of Regulation S-X of the rules and regulations of the Securities and Exchange Commission (SEC).

The Company has elected to adopt early application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; the Company does not present or disclose inception-to-date information and other remaining disclosure requirements of Topic 915.

The Company adopted the calendar year as its basis of reporting.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Cash Equivalents

For the purpose of the statement of cash flows, cash equivalents include time deposits, certificate of deposits, and all highly liquid debt instruments with original maturities of three months or less.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are carried at their estimated collectible amounts. Accounts receivable are periodically evaluated for collectability based on past credit history with clients and other factors. Provisions for losses on accounts receivable are determined on the basis of loss experience, known and inherent risk in the account balance and current economic conditions. There are no accounts receivable or associated allowances for doubtful accounts established as of December 31, 2015 and 2014.

Inventory

The inventory of HairGrower units has been written off in prior periods as it was determined to be of zero value, though they are still held by the Company. Management made this decision based on the fact that the units cannot be used to generate any form of income, as they are neither FDA 510(k) approved nor manufactured in a FDA cleared and audited assembly facility. Thus, they cannot either used by, or sold to, the public in their present condition or at this time.

Property and Equipment

The Company has a policy to capitalize expenditures with useful lives in excess of one year and costs exceeding $1,000. No property and equipment has been recorded as of December 31, 2015 and 2014.

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Fair Value of Financial Instruments

The Company discloses fair value information about financial instruments based upon certain market assumptions and pertinent information available to management. There were no financial instruments outstanding as of December 31, 2015 and 2014.

Concentrations of Credit Risks

The Company’s financial instruments that are exposed to concentrations of credit risk consist of its cash. The Company will place its cash and cash equivalents with financial institutions of high credit worthiness and has a policy to not carry a balance in excess of FDIC insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Revenue Recognition

The Company recognizes revenue in accordance with FASB ASC 605, Revenue Recognition, only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the services have been provided, and collectability is assured. No revenues have been earned or recognized for the years ended December 31, 2015 and 2014.

Net Loss Per Share

Net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted earnings per share. Basic and diluted earnings per share reflect the actual weighted average of common shares issued and outstanding during the period. There are no dilutive or potentially dilutive instruments outstanding as of December 31, 2015 and 2014 and the Company is in a net loss position. Accordingly, diluted loss per share is the same as basic loss per share for the periods presented.

Offering Costs

The Company complies with the requirements of FASB ASC 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs will be capitalized as deferred offering costs on the balance sheet. The deferred offering costs will be charged to stockholders’ equity upon the completion of an offering or to expense if the offering is not completed. No offering costs were incurred during the years ended December 31, 2015 and 2014.

Income Taxes

The Company accounts for income taxes with the recognition of estimated income taxes payable or refundable on income tax returns for the current period and for the estimated future tax effect attributable to temporary differences and carryforwards. Measurement of deferred income items is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized in the immediate future. At December 31, 2015 and 2014, the Company had deferred tax assets of approximately $151,773 and $150,159, respectively, related to net operating loss carryforwards (NOL) of $433,636 and $429,025, as of December 31, 2015 and 2014, respectively. Due to the uncertainty as to the Company’s ability to generate sufficient taxable income in the future and utilize the NOL’s before they expire (beginning in 2027), the Company has recorded a valuation allowance to reduce the net deferred tax asset to zero. Under Section 382 and 383 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change attributes to offset its post-change income may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. Utilization of the Company’s net operating loss carryforwards may be subject to annual limitations due to ownership changes. Such annual limitations could result in the expiration of net operating loss carryforwards before they are utilized.

The Company reviews tax positions taken to determine if it is more likely than not that the position would be sustained upon examination resulting in an uncertain tax position. The Company did not have any material unrecognized tax benefit as of December 31, 2015 and 2014. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in tax expense. During the years ended December 31, 2015 and 2014, the Company recognized no interest and penalties.

The Company files U.S. federal tax returns. As each year incurred a net operating loss, no taxes were due when the returns were filed. All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject.

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NOTE 3: STOCKHOLDERS’ EQUITY

Common Stock – The Company is authorized to issue 10,000,000 shares of Common Stock at $0.001 par value. The company issued 66,667 shares of common stock to Barry Thornton (60,000) and Bill Hayden (6,667) in 2007 for cash payment. No special voting rights were given to these shares. In 2012, an additional 3,375,000 shares were issued to the officers of the Company at par value.

NOTE 4: GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a business that has not commenced planned principal operations, has not generated meaningful revenues or profits since inception, and has sustained net losses of $4,611 and $33,106 for the years ended December 31, 2015 and 2014, respectively. The Company’s ability to continue as a going concern for the next twelve months is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and/or to obtain additional capital financing from its stockholders and/or third parties. No assurance can be given that the Company will be successful in these efforts. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 5: RELATED PARTIES AND ROYALTY COMMITMENT

SEDA RICO LOAN AND ROYALTY

Seda Rico, LLC (“Seda Rico”) was formed to fund the Company’s product development phase. It provided the Company with a no-interest unsecured loan of $210,000 in exchange for royalties of 25% of the Company’s revenues from the top performing 21 HairGrower machines. The first $210,000, plus accumulated interest of the royalty will be credited to the loan plus interest payback, from that point on it is a simple royalty payment.

Seda Rico’s ownership is composed of a group of investors that includes both Jeffrey Fry and Michael Swartz. At the time of Seda Rica’s inception, Mr. Fry was Chief Marketing Officer (he is currently CEO) and Mr. Schwartz was and still is the Chief Operations Officer. Mr. Fry owns 38% of Seda Rico, Mr. Schwartz owns 14%, together owning 52% of Seda Rico. As Mr. Fry and Mr. Schwartz are officers of the Company, Seda Rica is a related party to the Company.

In 2010, Seda Rico loaned the Company $180,000 and received offsetting royalties of $8,169. In 2011, Seda Rico loaned the Company an additional $20,000 and received royalties of $3,340. In 2012, loaned the Company an additional $10,000 and paid $4,808 in royalties.

As of each December 31, 2015 and 2014, the Company owed Seda Rico outstanding principal of $193,683 related to these borrowings.

NOTE 6: NOTES PAYABLE

In 2007, the Company entered into two promissory note agreements totaling $150,000, which called for the repayment of principal and $75,000 of interest, payable at a rate of 25% of quarterly profits, with satisfaction of principal taking priority over interest. As discussed in Note 4, there is substantial doubt about the Company’s ability to continue as a going concern. Consequently, it is unlikely that the Company will have the means to repay the principal or interest. As such, no accrued interest was outstanding at December 31, 2015 or 2015 related to these notes.

In 2010, as discussed in Note 5, Seda Rico, LLC was formed to fund ManeGain’s product development phase. It provided ManeGain with a zero interest unsecured loan of $210,000 in exchange for a royalty of 25% of ManeGain’s revenue from the top performing 21 HairGrower machines. Loan proceeds consisted of $180,000 in 2010, $20,000 in 2011 and $10,000 in 2012, for a total of $210,000. All royalty payments up to $210,000 will reduce the principal of the loan, and all subsequent royalty payments will be expensed. As of December 31, 2015 and 2014, the Company had paid $16,317 in royalties from trial revenues prior to 2014, reducing the outstanding principal to $193,683 as of each December 31, 2015 and 2014.

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In 2010, the Company also entered into a three-month short-term promissory note agreement for $15,000, which carried a fixed interest amount of $1,500 and called for an interest rate of 15% per annum in the event of default. The Company passed the note’s due date, and interest has accrued at 15% per annum since. As of December 31, 2015 and 2014, accrued interest pertaining to this note totaled $17,212 and $13,010, respectively.

As of each December 31, 2015 and 2014, the total outstanding principal on all notes payable totaled $358,683.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

As discussed in Note 6, the Company is party to notes payable that require repayment of interest based on future profitability and revenues. Should the Company produce revenues and become profitable, it will be liable for interest on those notes, which may represent a significant portion of profits.

However, the Company did not accrue interest on these notes based on interpretation of FASB ASC 450-20-25-2, which requires accruals for loss contingencies when two conditions are present: (1) probability of a loss and (2) whether a loss is estimable. Because of conditions that existed at December 31, 2015 that indicated significant doubt as to the Company’s ability to continue as a going concern, namely recurring operating losses, there is little probability that the Company will generate revenues or operating profits required to support interest repayment.

NOTE 8: RECENT ACCOUNTING PRONOUNCEMENTS

In June 2014, the FASB issued Accounting Standards Update (ASU) 2014-10 which eliminated the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and members’ equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. This ASU is effective for annual reporting periods beginning after December 15, 2014, and interim periods beginning after December 15, 2015. Early application is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has early adopted the new standard effective as of the inception date.

In August 2014, the FASB issued ASU 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this update provide such guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this update are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. The Company has not elected to early adopt this pronouncement.

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

NOTE 9: SUBSEQUENT EVENTS

In June 2016, the Company adopted the 2016 Stock Option/Stock Issuance Plan and reserved 525,000 shares of common stock for issuance under the plan.

The Company has evaluated subsequent events through June 21, 2016, the date the financial statements were available to be issued. Based on the evaluation, no additional material events were identified which require adjustment or disclosure.

Table of Contents

Item 16

Index to Exhibits

Table of Contents

Signatures

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on September 23, 2016.

Exhibit 2.1

Corporations Section P.O. Box 13697 Austin, Texas 78711-3697				Nandita Berry Secretary of State

Office of the Secretary of State

CERTIFICATE OF FILING

OF

ManeGain, Inc.

800840335

[formerly: Austin Medical Technologies, Inc.]

The undersigned, as Secretary of State of Texas, hereby certifies that a Certificate of Amendment for the above named entity has been received in this office and has been found to conform to the applicable provisions of law.

ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the secretary by law, hereby issues this certificate evidencing filing effective on the date shown below.

Dated: 02/28/2014

Effective: 02/28/2014

						/s/ Nandita Berry Nandita Berry Secretary of State

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Entity Information

The name of the filing entity is:

Austin Medical Technologies, Inc.

State the name of the entity as currently shown in the records of the secretary of state. If the amendment changes the name of the entity, state the old name and not the new name.

The filing entity is a: (Select the appropriate entity type below.)

The file number issued to the filing entity by the secretary of state is: 800840335

The date of formation of the entity is: July 6, 2007

Amendments

1. Amended Name

(If the purpose of the certificate of amendment is to change the name of the entity, use the following statement)

The amendment changes the certificate of formation to change the article or provision that names the filing entity. The article or provision is amended to read as follows:

The name of the filing entity is: (state the new name of the entity below)

ManeGain, Inc.

The name of the entity must contain an organizational designation or accepted abbreviation of such term, as applicable.

2. Amended Registered Agent/Registered Office

The amendment changes the certificate of formation to change the article or provision stating the name of the registered agent and the registered office address of the filing entity. The article or provision is amended to read as follows:

Registered Agent

(Complete either A or B, but not both. Also complete C.)

OR

The person executing this instrument affirms that the person designated as the new registered agent has consented to serve as registered agent.

3. Other Added, Altered, or Deleted Provisions

Other changes or additions to the certificate of formation may be made in the space provided below. If the space provided is insufficient, incorporate the additional text by providing an attachment to this form. Please read the instructions to this form for further information on format.

Text Area (The attached addendum, if any, is incorporated herein by reference.)

Statement of Approval

The amendments to the certificate of formation have been approved in the manner required by the Texas Business Organizations Code and by the governing documents of the entity.

Effectiveness of Filing (Select either A, B, or C.)

A. x This document becomes effective when the document is filed by the secretary of state.

B. ¨ This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:                                                  

C. ¨ This document takes effect upon the occurrence of a future event or fact, other than the passage of time. The 90^th day after the date of signing is:                                              

The following event or fact will cause the document to take effect in the manner described below:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument.

Date: Feb 28, 2014

Corporations Section P.O. Box 13697 Austin, Texas 78711-3697				Hope Andrade Secretary of State

Office of the Secretary of State

CERTIFICATE OF FILING

OF

Austin Medical Technologies, Inc.

800840335

[formerly: Austin Medical Research, Inc.]

The undersigned, as Secretary of State of Texas, hereby certifies that a Certificate of Amendment for the above named entity has been received in this office and has been found to conform to the applicable provisions of law.

ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the secretary by law, hereby issues this certificate evidencing filing effective on the date shown below.

Dated: 09/17/2010

Effective: 09/17/2010

				/s/ Hope Andrade Hope Andrade Secretary of State

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Entity Information

The name of the filing entity is:

Austin Medical Research, Inc.

State the name of the entity as currently shown in the records of the secretary of state. If the amendment changes the name of the entity, state the old name and not the new name.

The filing entity is a: (Select the appropriate entity type below.)

The file number issued to the filing entity by the secretary of state is: 800840335

The date of formation of the entity is: July 6, 2007

Amendments

1. Amended Name

(If the purpose of the certificate of amendment is to change the name of the entity, use the following statement)

The amendment changes the certificate of formation to change the article or provision that names the filing entity. The article or provision is amended to read as follows:

The name of the filing entity is: (state the new name of the entity below)

Austin Medical Technologies, Inc.

The name of the entity must contain an organizational designation or accepted abbreviation of such term, as applicable.

2. Amended Registered Agent/Registered Office

The amendment changes the certificate of formation to change the article or provision stating the name of the registered agent and the registered office address of the filing entity. The article or provision is amended to read as follows:

Registered Agent

(Complete either A or B, but not both. Also complete C.)

¨ A. The registered agent is an organization (cannot be entity named above) by the name of:

OR

¨ B. The registered agent is an individual resident of the state whose name is:

The person executing this instrument affirms that the person designated as the new registered agent has consented to serve as registered agent.

C. The business address of the registered agent and the registered office address is:

3. Other Added, Altered, or Deleted Provisions

Other changes or additions to the certificate of formation may be made in the space provided below. If the space provided is insufficient, incorporate the additional text by providing an attachment to this form. Please read the instructions to this form for further information on format.

Text Area (The attached addendum, if any, is incorporated herein by reference.)

Statement of Approval

The amendments to the certificate of formation have been approved in the manner required by the Texas Business Organizations Code and by the governing documents of the entity.

Effectiveness of Filing (Select either A, B, or C.)

A. þ This document becomes effective when the document is filed by the secretary of state.

B. ¨ This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:                                                                                  

C. ¨ This document takes effect upon the occurrence of a future event or fact, other than the passage of time. The 90^th day after the date of signing is:                                                                                  

The following event or fact will cause the document to take effect in the manner described below:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument.

Date: 7/15/2010

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Corporations Section P.O. BOX 13697 Austin, Texas 78711-3697				Phil Wilson Secretary of State

Office of the Secretary of State

CERTIFICATE OF FILING

OF

Austin Medical Research, Inc.

File Number: 800840335

The undersigned, as Secretary of State of Texas, hereby certifies that a Certificate of Formation for the above named Domestic For-Profit Corporation has been received in this office and has been found to conform to the applicable provisions of law.

ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the secretary by law, hereby issues this certificate evidencing filing effective on the date shown below.

The issuance of this certificate does not authorize the use of a name in this state in violation of the rights of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Name Act, or the common law.

Dated: 07/06/2007

Effective: 07/06/2007

				/s/ Phil Wilson Phil Wilson Secretary of State

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CERTIFICATE OF FORMATION

OF

AUSTIN MEDICAL RESEARCH, INC.

The undersigned natural person of the age of eighteen (18) years or more, acting as organizer of a corporation under the Texas Business Organizations Code (the “Code”), does hereby adopt the following Certificate of Formation for the Corporation:

ARTICLE I

NAME

The entity being formed is a business corporation. The name of the entity is: Austin Medical Research, Inc. (the “Corporation”).

ARTICLE II

PURPOSE

The purpose for which the Corporation is organized is to engage in any lawful business for which business corporations may be organized under the Code.

ARTICLE III

CAPITAL STOCK

SECTION 1. AUTHORIZED SHARES. The aggregate number of shares of all classes of stock that the Corporation shall have authority to issue is 12,000,000 shares, consisting of 10,000,000 shares of common stock, par value $0.001 per share (“Common Stock”), and 2,000,000 shares of preferred stock, par value $0.001 per share (“Preferred Stock”).

The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized to provide for the issuance of shares of Preferred Stock in series, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of any or all of the following:

(a) The designation of the series, which may be by distinguishing number, letter or title;

(b) The number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the creation of the series) increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares then outstanding);

(c) Whether dividends, if any, shall be cumulative or noncumulative, the dividend rate of the series and the dates at which dividends, if any, shall be payable;

(d) The redemption rights and price or prices, if any, for shares of the series;

(e) The terms and amount of any sinking fund provided for the purchase or redemption of shares of the series;

(f) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation;

(g) Whether the shares of the series shall be convertible into or exchangeable for shares of any other class or series of shares, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion price or prices or rate or rates of exchange, any adjustments thereof, the date or dates as of which such shares shall be convertible and all other terms and conditions upon which such conversion or exchange may be made;

(h) Restrictions on the issuance of shares of the same series or of any other class or series and the right, if any, to subscribe for or purchase any securities of the Corporation or any other corporation;

(i) The voting rights, if any, of the holders of such series; and

(j) Any other relative, participating, optional or other special powers, preferences, rights, qualifications, limitations or restrictions thereof; all as determined from time to time by the Board of Directors and stated in the resolutions providing for the issuance of such Preferred Stock (a “Preferred Stock Designation”).

The holders of Common Stock shall be entitled to one vote for each such share upon all questions presented to the shareholders. Except as may be provided in this Certificate of Formation or by the Board of Directors in a Preferred Stock Designation, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, and holders of Preferred Stock shall not be entitled to receive notice of any meeting of shareholders at which they are not entitled to vote or consent.

The Corporation shall be entitled to treat the person in whose name any share of its stock is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not the Corporation shall have notice thereof, except as expressly provided by applicable laws.

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SECTION 2. PREEMPTIVE RIGHTS. No shareholder shall be entitled as a matter of right to any preemptive or preferential right to subscribe for, purchase, or receive additional unissued or treasury shares of any class of the Corporation, whether now or later authorized, or any notes, bonds, debentures, warrants, options, rights or other securities convertible into or entitling the holder to purchase shares. Such additional shares, notes, bonds, debentures, warrants, options, rights or other securities convertible into or entitling the holder to purchase shares may be issued or disposed of as the Board of Directors in its absolute discretion deems advisable.

SECTION 3. CUMULATIVE VOTING. Directors shall be elected by majority vote. Cumulative voting is expressly denied.

ARTICLE IV

SHAREHOLDER ACTION WITHOUT A MEETING

Any action required by statute to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted.

ARTICLE V

INITIAL REGISTERED OFFICE AND AGENT

The address of the initial registered office of the Corporation is 12400 Hwy 71 West, Suite 350-256, Austin, Texas 78734 and the name of the initial registered agent of the Corporation at such address is Barry Thornton.

ARTICLE VI

BOARD OF DIRECTORS

The number of directors of the Corporation shall be fixed from time to time in the manner provided in the Bylaws; but no decrease shall have the effect of shortening the term of any incumbent director. The number constituting the initial Board of Directors is three, and the name and address of the initial director who is to serve as a director until the first annual meeting of shareholders, or until their respective successors are elected and qualified, is as follows:

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ARTICLE VII

PURCHASE OF SHARES

The Corporation may purchase directly or indirectly its own shares to the extent the money or other property paid or the indebtedness issued therefore does not (i) render the Corporation unable to pay its debts as they become due in the usual course of business or (ii) exceed the surplus of the Corporation, as defined in the Code. Notwithstanding the limitations contained in the preceding sentence, the Corporation may purchase any of its own shares for the following purposes, provided that the net assets of the Corporation, as defined in the Code, are not less than the amount of money or other property paid or the indebtedness issued therefor: (i) to eliminate fractional shares; (ii) to collect or compromise indebtedness owed by or to the Corporation; (iii) to pay dissenting shareholders entitled to payment for their shares under the Code; and (iv) to effect the purchase or redemption of redeemable shares in accordance with the Code.

ARTICLE VIII

BYLAWS

The initial Bylaws of the Corporation shall be adopted by the Board of Directors. The power to alter, amend or repeal the Bylaws of the Corporation or adopt new Bylaws is vested in the Board of Directors, subject to repeal or change by action of the shareholders of the Corporation.

ARTICLE IX

EXCULPATION; INDEMNIFICATION

No director of the Corporation shall be liable to the Corporation or any of its shareholders for monetary damages for an act or omission in the director’s capacity as a director, except that this Article does not eliminate or limit the liability of a director for: (i) a breach of a director’s duty of loyalty to the Corporation or its shareholders; (ii) an act or omission not in good faith that involves intentional misconduct or a knowing violation of law; (iii) a transaction from which a director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director’s office; (iv) an act or omission for which the liability of a director is expressly provided for by statute; or (v) an act related to an unlawful stock repurchase or payment of a dividend. If the Code hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Code.

The Corporation shall indemnify, in accordance with and to the fullest extent now or hereafter permitted by the laws of the State of Texas, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, an action by or in the right of the Corporation), by reason of his acting as a director, officer, employee or agent of, or his acting in any other capacity for, on behalf of, or at the request of, the Corporation, against any liability or expense actually or reasonably incurred by such person in respect thereof.

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No amendment to or repeal of this Article IX shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

ARTICLE X

ORGANIZER

The name and address of the organizer is Nicholas F. Ducoff, 111 Congress Avenue, Suite 1700, Austin, Texas 78701.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 12th day of June, 2007.

5

CONSENT TO USE OF SIMILAR NAME

To the Texas Secretary of State:

The undersigned entity hereby consents to the use of a similar name by AUSTIN MEDICAL RESEARCH, INC. for the purpose of filing a Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed this 6th day of July, 2007.

CERTIFICATE OF DESIGNATION

OF

SERIES A PREFERRED STOCK

OF

MANEGAIN, INC.

ManeGain, Inc., a Texas corporation (the “Corporation”), hereby certifies that the following resolution was duly adopted by its Board of Directors (the “Board”) by unanimous written consent, dated September 22, 2016, which resolution remains in full force and effect as of the date hereof:

WHEREAS, the Board is authorized, within the limitations and restrictions stated in the Certificate of Formation of the Corporation, as amended (the “Certificate of Formation”), to fix by resolution or resolutions the designation of a series of Preferred Stock and the voting powers, preferences, and relative participating, optional, and other special rights and the qualifications, limitations, or restrictions thereof; and

WHEREAS, it is the desire of the Board, pursuant to its authority as aforesaid, to authorize and fix the terms of a series of Preferred Stock to be designated as Series A Preferred Stock of the Corporation and the number of shares constituting such series of Preferred Stock;

NOW, THEREFORE, BE IT RESOLVED, that the Series A Preferred Stock of the Corporation be, and hereby is, created and that the voting powers, preferences, and relative participating, optional, and other special rights and qualifications, limitations, or restrictions thereof, are hereby fixed as follows:

[Remainder of page intentionally left blank.]

TERMS OF SERIES A PREFERRED STOCK

1.    DEFINITIONS

In addition to capitalized terms defined elsewhere herein, the following terms shall have the following meanings:

“Common Stock” means the shares of the Corporation’s Common Stock, par value $0.001 per share, as further defined in the Corporation’s Certificate of Formation, and stock of any other class of securities into which such securities may hereafter be reclassified or changed.

2.    DESIGNATION

The series of Preferred Stock established hereunder shall be designated as Series A Preferred Stock (the “Series A Preferred Stock”) and the number of shares so designated shall be 1,000,000. Each share of Series A Preferred Stock shall have a par value of $0.001 per share, and an original issue price equal to $5.00 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the filing date hereof, the “Original Issue Price”).

3.    VOTING RIGHTS. Except as otherwise required by applicable law, the holders of the Series A Preferred Stock shall not be entitled to vote on any matter submitted to the stockholders of the Corporation for a vote.

4.    LIQUIDATION RIGHTS.

(a) Upon any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary (a “Liquidation Event”), before any dividend, distribution or payment shall be made to the holders of Common Stock, the holders of Series A Preferred Stock shall be entitled to be paid out of the assets of the Corporation legally available for distribution for each share of Series A Preferred Stock held by them, an amount per share of such series of Series A Preferred Stock equal to the Original Issue Price. If, upon any such Liquidation Event, the assets of the Corporation shall be insufficient to make payment in full to all holders of Series A Preferred Stock of the liquidation preference set forth in this Section 4(a), then such assets (or consideration) shall be distributed among the holders of Series A Preferred Stock at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled.

(b) After the payment of the full liquidation preference of the Series A Preferred Stock as set forth in Section 4(a) above, the assets of the Corporation legally available for distribution in such Liquidation Event (or the consideration received by the Corporation or its shareholders in such Acquisition or Asset Transfer), if any, shall be distributed ratably to the holders of the Series A Preferred Stock and Common Stock based on the number of shares held.

5.    ASSET TRANSFER OR ACQUISITION RIGHTS.

(a) In the event that the Corporation is a party to an Acquisition or Asset Transfer (as hereinafter defined), then each holder of Series A Preferred Stock shall be entitled to receive, for each share of Series A Preferred Stock then held, out of the proceeds of such Acquisition or Asset Transfer, the amount of cash, securities or other property to which such holder would be entitled to receive in a Liquidation Event pursuant to Section 4(a) and 4(b) above.

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(b) For the purposes of this Section 5: (i) “Acquisition” shall mean (A) any equity exchange, consolidation or merger of the Corporation with or into any other Corporation or other entity or person, or any other corporate reorganization, other than any such equity exchange, consolidation, merger or reorganization in which the shareholders of the Corporation immediately prior to such equity exchange, consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the Corporation or other surviving entity entitled to vote to elect the board of directors or other governing authority thereof and in substantially the same proportions (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such equity exchange, consolidation, merger or reorganization; or (B) any transaction or series of related transactions to which the Corporation is a party in which in excess of fifty percent (50%) of the Corporation’s voting power to elect the Corporation’s Board of Directors is transferred; provided that an Acquisition shall not include the issuance of Series A Preferred Stock by the Corporation or any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Corporation or any successor or indebtedness of the Corporation is cancelled or converted or a combination thereof; and (ii) “Asset Transfer” shall mean a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Corporation in one or a series of transactions.

(c) In any Acquisition or Asset Transfer, if the consideration to be received is securities of a corporation or other property other than cash, its value will be deemed its fair market value as determined in good faith by the Board on the date such determination is made.

6.    REACQUIRED SHARES. Any shares of Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of preferred stock and may be reissued as part of a new series of preferred stock subject to the conditions and restrictions on issuance set forth herein or in any other Certificate of Designations creating a series of preferred stock or any similar stock or as otherwise required by law.

**********

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RESOLVED, that the appropriate officers of the Corporation be, and each such officer hereby is, authorized and directed to execute and file the Certificate of Designations (with such changes or modifications in form necessary for filing purposes) with the Secretary of State of the State of Texas.

[remainder of page intentionally left blank; signature page follows]

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In witness whereof, ManeGain, Inc. has caused this certificate to be signed by Jeffrey Fry, its Chief Executive Officer, this 22nd day of September, 2016.

Exhibit 2.2

BYLAWS

OF

AUSTIN MEDICAL RESEARCH, INC.,

a Texas Corporation

Dated effective as of July 10, 2007

I N D E X

i

ii

AUSTIN MEDICAL RESEARCH, INC.

B Y L A W S

ARTICLE I

OFFICES

Section 1.1 Registered Office. The registered office of the Corporation required by the Texas Business Organizations Code, as amended from time to time (the “TBOC”), to be maintained in the State of Texas, may be, but need not be, identical with the principal office and the address of the registered office may be changed from time to time by the Board of Directors of the Corporation (the “Board” and each member of such Board, a “Director”).

Section 1.2 Other Offices. The Corporation may also have offices at such other places, both within and without the State of Texas, as the Board may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 2.1 Place of Meetings. The Board may designate any place, either within or without the State of Texas, as the place of meeting for any annual or special meeting of the shareholders called by the Board. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of Texas, as the place for the holding of such meeting. The Board may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 2.13 of these Bylaws. If no designation is made, meetings shall be held at the principal office of the Corporation.

Section 2.2 Annual Meeting. The annual meeting of shareholders commencing with the year 2007 shall be held at such time, on such day and at such place as may be designated by the Board, at which time the shareholders shall elect a Board and transact such other business as may properly be brought before the meeting.

Section 2.3 Special Meetings. Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by law or by the Certificate of Formation of the Corporation, as amended from time to time (the “Certificate”), may be called by the (i) Chief Executive Officer, if any, (ii) President, in the absence of a Chief Executive Officer, or (iii) Secretary at the request in writing of a majority of the members of the Board or the holders of at least ten percent (10%) of all of the shares entitled to vote at the special meeting. Business transacted at all special meetings shall be confined to the purpose or purposes stated in the call.

Section 2.4 Notice of Meetings.

(a) Written or printed notice of all meetings of shareholders stating the place, day and hour thereof, and in the case of a special meeting the purpose or purposes for which the meeting is called, shall be personally delivered or mailed, not less than ten (10) days nor more than sixty (60) days prior to the date of the meeting, to each shareholder entitled to vote at such

meeting. If mailed, the notice shall be deemed delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the share transfer records of the Corporation, with postage thereon prepaid. Delivery of any such notice to any officer of a corporation or association, or to any member of a partnership, shall constitute delivery of such notice to such corporation, association or partnership.

(b) Any notice required to be given to any shareholder, under any provision of the TBOC or the Certificate or Bylaws of the Corporation, need not be given to the shareholder if (i) notice of two consecutive annual meetings and all notices of meetings held during the period between those annual meetings, if any, or (ii) all (but in no event less than two) payments (if sent by first class mail) of distributions of interest on securities during a 12-month period have been mailed to that person, addressed at his address as shown on the share transfer records of the Corporation, and have been returned undeliverable. Any action or meeting taken or held without notice to such a person shall have the same force and effect as if the notice had been duly given and, if the action taken by the Corporation is reflected in any articles or document filed with the Secretary of State of the State of Texas, those articles or that document may state that notice was duly given to all persons to whom notice was required to be given. If such person delivers to the Corporation a written notice setting forth his then current address, the requirement that notice be given to that person shall be reinstated.

Section 2.5 Voting Lists. The officer or agent having charge of the share transfer records of the Corporation shall make, at least ten (10) days before each meeting of the shareholders, a complete list of shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of each and the number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office or principal place of business of the Corporation or on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder for the duration of the meeting. If the meeting is to be held solely by means of remote communication, the list shall also be open to the examination of any shareholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. The original share transfer records shall be prima facie evidence as to who are the shareholders entitled to examine such list or share transfer records or to vote at any meeting of shareholders. Failure to comply with this Section 2.5 with respect to any meeting of shareholders shall not affect the validity of any action taken at such meeting.

Section 2.6 Quorum. A quorum shall be present at a meeting of shareholders if the holders of a majority of the shares entitled to vote are represented at the meeting in person or by proxy, unless otherwise provided by the Certificate. Unless otherwise provided in the Certificate or these Bylaws, once a quorum is present at a meeting of shareholders, the shareholders represented in person or by proxy at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder or the refusal of any shareholder represented in person or by proxy to vote shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the

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Certificate or these Bylaws, the shareholders represented in person or by proxy at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented in person or by proxy at that meeting.

Section 2.7 Proxies.

(a) Unless otherwise provided in the Certificate, each shareholder shall at any meeting of the shareholders be entitled to vote at such meeting shall be entitled to vote in person or by proxy executed in writing by such shareholder or by his duly authorized attorney-in-fact. A photographic, photostatic, facsimile or similar reproduction of a writing executed by the shareholder, shall be treated as an execution in writing for purposes of this Section. Proxies shall be filed with the Secretary immediately after the meeting has been called to order.

(b) No proxy shall be valid after eleven (11) months from the date of its execution unless such proxy otherwise provides.

(c) Each proxy shall be revocable before it has been voted unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest, including the appointment as proxy of (i) a pledgee, (ii) a person who purchased or agreed to purchase, or owns or holds an option to purchase, the shares, (iii) a creditor of the Corporation who extended it credit under terms requiring the appointment, (iv) an employee of the Corporation whose employment contract requires the appointment or (v) a party to a voting agreement created under the TBOC. An irrevocable proxy, if noted conspicuously on the certificate representing the shares that are subject to the irrevocable proxy, shall be recognized as against the holder of the shares or any successor or transferee of the shares. A revocable proxy shall be deemed to have been revoked if the Secretary of the Corporation shall have received at or before the meeting instructions of revocation or a proxy bearing a later date, which instructions or proxy shall have been duly executed and dated in writing by the shareholder.

(d) In the event that any instrument in writing shall designate two (2) or more persons to act as proxies, a majority of such persons present at the meeting or, if only one shall be present, then that one, shall have and may exercise all of the powers conferred by such written instrument upon all the persons so designated unless the instrument shall otherwise provide.

Section 2.8 Voting of Shares. Except as otherwise provided by the TBOC, the Certificate and these Bylaws, each shareholder shall be entitled at each meeting of shareholders to one (1) vote on each matter submitted to a vote at such meeting for each share having voting rights registered in his name on the share transfer records of the Corporation. When a quorum is present at any meeting of shareholders (and notwithstanding the subsequent withdrawal of enough shareholders to leave less than a quorum present) and except as otherwise provided in the TBOC or the Certificate, (a) with respect to any matter other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by the TBOC, the act of shareholders shall be the affirmative vote of a majority of the shares entitled to vote on, and voted for or against, that matter at a meeting of shareholders at which a quorum is present and (b) with respect to any matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by the TBOC, the act

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of the shareholders on that matter shall be the affirmative vote of the holders of a majority of the shares entitled to vote on that matter rather than the affirmative vote of a specified portion of shares as otherwise required by the TBOC.

Section 2.9 Voting of Shares by Certain Holders.

(a) Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may authorize or, in the absence of such authorization, as the board of directors of such corporation may determine.

(b) Shares held by an administrator, executor, guardian or conservator may be voted by him so long as such shares forming a part of an estate are in the possession and form a part of the estate being served by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name as trustee.

(c) Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority to do so is contained in an appropriate order of the court by which such receiver was appointed.

(d) A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

(e) Shares of the Corporation’s stock (i) owned by the Corporation itself, (ii) owned by another corporation, the majority of the voting stock of which is owned or controlled by the Corporation, or (iii) held by the Corporation in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

Section 2.10 Election of Directors. At each election for Directors, each shareholder entitled to vote at such election shall, unless otherwise provided by the Certificate or by the TBOC, have the right to vote the number of shares owned by him for as many persons as there are to be elected and for whose election he has a right to vote. Unless otherwise provided by the Certificate, no shareholder shall have the right or be permitted to cumulate his votes on any basis.

Section 2.11 Telephonic meetings. Shareholders may participate in and hold a meeting of the shareholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 2.12 Action Without Meeting.

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(a) Any action required by the TBOC or the Certificate or Bylaws to be taken at any annual or special meeting of the shareholders, or any action which may be taken at any annual or special meeting of the shareholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of all the shares entitled to vote with respect to the action that is the subject of the consent unless otherwise provided in the Certificate.

(b) Every written consent shall bear the date of signature of each shareholder who signs the consent. No written consent shall be effective to take the action that is the subject of the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the Corporation in the manner required by this Section, a consent or consents signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take the action that is the subject of the consent are delivered to the Corporation by delivery to its registered office, its principal place of business, or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of shareholders are recorded. Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the Corporation’s principal place of business shall be addressed to the President or principal executive officer of the Corporation.

(c) A photographic, photostatic, facsimile or similar reproduction of a writing signed by a shareholder, shall be regarded as signed by the shareholder for purposes of this Section 2.12.

(d) A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a shareholder or by a person authorized to act for a shareholder, shall be deemed to be written, signed and dated for the purposes of this Section 2.12, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (i) that the telegram, cablegram or other electronic transmission was transmitted by the shareholder or by a person authorized to act for the shareholder and (ii) the date on which such shareholder or authorized person transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until (i) such consent is reproduced in paper form and until such paper form is delivered to the corporation’s registered office in Texas (by hand or by certified mail, return receipt requested), delivery to its principal place of business or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of shareholders are recorded or (ii) such consent is delivered to the corporation’s principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of shareholders, if delivered to the extent and in the manner provided by resolution of the Board.

(e) Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given to those shareholders who did not consent in writing to the action.

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(f) As used in these Bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. Notice given by electronic transmission shall be deemed given: (a) if by facsimile telecommunication, when directed to a number at which a shareholder or director has consented to receive notice; (b) if by electronic mail, when directed to an electronic mail address at which a shareholder or Director has consented to receive notice; (c) if by a posting on an electronic network together with separate notice to a shareholder or director of such specific posting, upon the later of (x) such posting and (y) the giving of such separate notice; and (d) if by any other form of electronic transmission, when directed to a shareholder or Director.

Section 2.13 Meeting by Remote Communication. Unless otherwise restricted by the Certificate or these Bylaws, the Board may in its sole discretion permit shareholders to participate in a meeting of shareholders by means of remote communication and shall be deemed present in person and permitted to vote at such meeting, provided that (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at such meeting by means of remote communication is a shareholder, (ii) the Corporation shall implement reasonable measures to provide such shareholders a reasonable opportunity to participate in such meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of such meeting substantially concurrently with such proceedings, and (iii) if any shareholder votes or takes other action at such meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

ARTICLE III

DIRECTORS

Section 3.1 Number and Qualification. The number of Directors which shall constitute the whole Board shall be fixed from time to time by resolution of the Board or by the shareholders at an annual meeting of the shareholders (unless the Directors are elected by written consent in lieu of an annual meeting as provided in Section 2.12); provided that the number of Directors shall not be less than one. Subject to any limitations specified by the TBOC or in the Certificate, the number of Directors may be increased or decreased by resolution adopted by a majority of the Board. No decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Directors need not be residents of the State of Texas or shareholders of the Corporation.

Section 3.2 Election and Term of Office. With the exception of the first Board, which shall be elected by the organizer, and except as provided in Sections 3.3 and 3.4, the Directors shall be elected (i) at the annual meeting of the shareholders by a plurality vote of the shares represented either in person or by proxy or (ii) by written consent of the Corporation’s shareholders pursuant to Section 2.12. Unless otherwise provided in the Certificate or in any Voting Agreement that may hereafter be entered into among the Corporation and its shareholders, each Director elected shall hold office until his successor shall have been elected and qualified, or until his death, resignation or removal in the manner hereinafter provided.

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Section 3.3 Resignation. Any Director of the Corporation may resign at any time. Each such resignation shall be made in writing or by electronic transmission and shall take effect at the time specified therein, or, if no time is specified, at the time of its receipt by either the Board of Directors, the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective unless expressly so provided in the resignation.

Section 3.4 Removal. Unless otherwise restricted by the Certificate, these Bylaws or applicable law, any Director or the entire Board may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of Directors.

Section 3.5 Vacancies.

(a) Any vacancy occurring in the Board (except by reason of an increase in the number of Directors) may be filled in accordance with subsection (c) of this Section 3.5 or may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

(b) A directorship to be filled by reason of an increase in the number of Directors may be filled in accordance with subsection (c) of this Section 3.5 or may be filled by the Board for a term of office continuing only until the next election of one (1) or more Directors by the shareholders; provided, however, that subsequent to the first annual meeting of shareholders the Board may not fill more than two (2) such directorships during the period between any two (2) successive annual meetings of shareholders.

(c) Any vacancy occurring in the Board or any directorship to be filled by reason of an increase in the number of Directors may be filled by election at an annual or special meeting of shareholders called for that purpose or by written consent of the Corporation’s shareholders pursuant to Section 2.13.

Section 3.6 General Powers. The powers of the Corporation shall be exercised by or under the authority of, and the property, business and affairs of the Corporation shall be managed under the direction of, the Board. In addition to the powers and authorities expressly conferred upon them by these Bylaws, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate or by these Bylaws directed or required to be exercised or done by the shareholders.

Section 3.7 Compensation. Unless otherwise restricted by the Certificate or these Bylaws, the Board shall have the authority to fix the compensation of Directors. The Directors may be paid their expenses, if any, of attendance at each meeting of the Board and may be paid a fixed sum for attendance at each meeting of the Board or a stated salary as Director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

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ARTICLE IV

MEETINGS OF THE BOARD

Section 4.1 Place of Meetings. The Directors of the Corporation may hold their meetings, both regular and special, either within or without the State of Texas.

Section 4.2 Annual Meeting. The first meeting of each newly elected Board shall be held immediately following the adjournment of the annual meeting of the shareholders and no notice of such meeting shall be necessary to the newly elected Directors in order legally to constitute the meeting, provided a quorum shall be present, or they may meet at such time and place as shall be fixed by the consent in writing of all of the Directors.

Section 4.3 Regular Meetings. Regular meetings of the Board, in addition to the annual meetings referred to in Section 4.2, may be held without notice at such time and place as shall from time to time be determined by the Board; provided that any Director who is absent when such a determination is made shall be given notice of such location.

Section 4.4 Special Meetings. Special meetings of the Board may be called on one (1) day’s notice (oral or written) to each Director by a person who is authorized to call a meeting under this Section 4.4. Special meetings shall be called by the (i) Chief Executive Officer, if any, (ii) President, in the absence of a Chief Executive Officer, or (iii) Secretary in a like manner and on like notice on the written request by a majority of the members of the Board unless the Board consists of only one director, in which case special meetings shall be called by the (i) Chief Executive Officer, if any, (ii) President, in the absence of a Chief Executive Officer, or (iii) Secretary, in a like manner and on like notice on the written request of the sole director. Neither the purpose of, nor the business to be transacted at, any special meeting of the Board need be specified in the notice or waiver of notice of such meeting. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.

Section 4.5 Quorum and Action. At all meetings of the Board, the presence of a majority of the number of Directors fixed in accordance with Section 3.1 shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the Directors at any meeting at which a quorum is present shall be the act of the Board unless the act of a greater number is required by law, the Certificate or these Bylaws. If a quorum shall not be present at any meeting of Directors, the Directors present may adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall be present.

Section 4.6 Presumption of Assent to Action. A Director who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

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Section 4.7 Telephonic meetings. Directors may participate in and hold a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 4.8 Action Without Meeting. Unless otherwise restricted by the Certificate or these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE V

COMMITTEES OF THE BOARD

Section 5.1 Membership and Authorities. The Board, by resolution adopted by a majority of the full Board, may designate from among its members (a) one (1) or more committees, each of which shall have and may exercise all of the authority of the Board in the business and affairs of the Corporation, except in those cases where the authority of the Board is specifically denied to such committee or committees by the TBOC, the Certificate or these Bylaws and (b) one (1) or more Directors as alternate members of any such committee, who may, subject to any limitations imposed by the Board, replace absent or disqualified members at any meeting of that committee. The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board, or any member thereof, of any responsibility imposed upon it or him by law. The members of each such committee shall serve at the pleasure of the Board.

Section 5.2 Minutes and Rules of Procedure. Each committee designated by the Board shall keep regular minutes of its proceedings and report the same to the Board when required. Subject to the provisions of these Bylaws, the members of any committee may fix such committee’s own rules of procedure.

Section 5.3 Vacancies. The Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve any committee.

Section 5.4 Telephonic meetings. Members of any committee designated by the Board may participate in or hold a meeting by use of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.

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Section 5.5 Action Without Meeting. Any action required or permitted to be taken at a meeting of any committee designated by the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the committee, and such consent shall have the same force and effect as a unanimous vote at a meeting.

ARTICLE VI

NOTICES

Section 6.1 Notice to Directors and Shareholders. Whenever, under the provisions of the Statutes or of the Certificate or of these Bylaws, notice is required to be given to any Director or shareholder, it shall not be construed to mean personal notice, but such notice may be given (i) by electronic transmission when such director or shareholder has consented to the delivery of notice in such form or (ii) in writing, by mail, addressed to such Director or shareholder, at his or her address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the Corporation that the notice has been given shall in the absence of fraud, be prima facie evidence of the facts stated therein.

ARTICLE VII

OFFICERS

Section 7.1 Enumeration. The officers of the Corporation shall be chosen by the Board and shall include a President and a Secretary and such other officers with such other titles as the Board shall determine from time to time. Among the officers the Board may designate are a Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Treasurer. The Board also may choose one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person, unless the Certificate or these Bylaws otherwise provide. The Board may elect from among its members a Chairman or Chairmen of the Board and a Vice Chairman or Chairmen of the Board.

Section 7.2 Election. The Board at its first meeting after each annual meeting of shareholders shall elect a President and a Secretary and such other officers with such other titles as the Board shall determine.

Section 7.3 Appointment of Other Agents. The Board may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 7.4 Compensation. The salaries of all officers of the Corporation shall be fixed by the Board or a committee thereof. The salaries of agents of the Corporation shall, unless fixed by the Board, be fixed by the President or any executive Vice President of the Corporation.

Section 7.5 Tenure. The officers of the Corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board may be removed at any time by the affirmative vote of a majority of the directors of the Board. Any vacancy occurring in any office of the Corporation shall be filled by the Board.

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Section 7.6 Chairman of the Board and Vice Chairman of the Board. The Chairman of the Board, if any, shall preside at all meetings of the Board and of the shareholders at which the Chairman shall be present. The Chairman shall have and may exercise such powers as are, from time to time, assigned to the Chairman by the Board and as may be provided by law. In the absence of the Chairman of the Board, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board and of the shareholders at which the Vice Chairman shall be present. The Vice Chairman shall have and may exercise such powers as are, from time to time, assigned to such person by the Board and as may be provided by law.

Section 7.7 President/Chief Executive Officer. The President shall be the chief executive officer of the Corporation unless the title of Chief Executive Officer is assigned to another officer of the Corporation. If there shall at any time be two different persons occupying the role of Chief Executive Officer and President, respectively, then the duties and rights of the President hereunder shall be deemed to refer to the Chief Executive Officer (e.g., with respect to ability to call special meetings of the Board of Directors). In the absence of a Chairman and/or Vice Chairman of the Board, the Chief Executive Officer shall preside as the chairman of meetings of the shareholders and the Board. The Chief Executive Officer shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. The Chief Executive Officer, President or any executive Vice President shall execute bonds, mortgages and other contracts on behalf of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Corporation.

Section 7.8 Vice Presidents. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President, if any (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Vice Presidents, by virtue of their appointment as such, shall not necessarily be deemed to be executive officers of the Corporation, such status as an executive officer only being conferred if and to the extent determined by the Board when such Vice President is placed in charge of a principal business unit, division or function (e.g., sales, administration or finance) or performs a policy-making function for the Corporation. Each executive Vice President shall at all times possess, and upon the authority of the President or the Chief Executive Officer any non-executive Vice President shall from time to time possess, power to sign all certificates, contracts and other instruments of the corporation, except as otherwise limited or by the Chairman of the Board, the President, Chief Executive Officer or the Vice Chairman of the Board. The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board or the President shall designate from time to time.

Section 7.9 Secretary. The Secretary shall keep the minutes of all meetings of the Board, committees of the Board and the shareholders, in books provided for that purpose;

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shall attend to the giving and serving of all notices; may in the name of the Corporation affix the seal of the Corporation to all contracts and attest the affixation of the seal of the Corporation thereto; may sign with the other appointed officers all certificates for shares of capital stock of the Corporation; and shall have charge of the certificate books, transfer books and stock ledgers, and such other books and papers as the Board may direct, all of which shall at all reasonable times be open to inspection of any director upon application at the office of the corporation during business hours. The Secretary shall perform all other duties given in these Bylaws and other duties commonly incident to such office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The chief executive officer may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to such office and shall also perform such other duties and have such other powers as the Board or the chief executive officer, shall designate from time to time.

Section 7.10 Assistant Secretary. Each Assistant Secretary shall have the usual powers and duties pertaining to such offices, together with such other powers and duties as designated in these Bylaws and as from time to time may be assigned to an Assistant Secretary by the Board, the Chairman of the Board, the President, the Vice Chairman of the Board, or the Secretary. The Assistant Secretaries shall exercise the powers of the Secretary during that officer’s absence or inability or refusal to act.

Section 7.11 Treasurer. The Treasurer shall keep or cause to be kept the books of account of the Corporation in a thorough and proper manner and shall render statements of the financial affairs of the Corporation in such form and as often as required by the Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, chief executive officer, if one be designated, or the Chief Financial Officer. The Treasurer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the Corporation. The Treasurer shall perform other duties commonly incident to such office and shall also perform such other duties and have such other powers as the Board, the Chairman of the Board, the Vice Chairman of the Board or the President shall designate from time to time. In absence of a designated Chief Financial Officer, unless otherwise determined by the Board or chief executive officer, the Treasurer shall serve as the chief financial officer subject to control of the chief executive officer. The Chief Financial Officer, if any be designated, may, but need not serve as the Treasurer.

Section 7.12 Assistant Treasurer. The Assistant Treasurer, or if there be more than one, the Assistant Treasurers in the order determined by the Board (or if there be no such determination, then in the order of their election) shall, in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board may from time to time prescribe.

ARTICLE VIII

CORPORATE SHARES

Section 8.1 Share Certificates.

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(a) The certificates representing shares of the Corporation shall be in such form, not inconsistent with the provisions of the TBOC and the Certificate, as shall be approved by the Board. The certificates shall be signed by the Chairman of the Board, if one shall be elected, the President or a Vice President and a Secretary or Assistant Secretary, or such other or additional officers as may be prescribed from time to time by the Board, and may be sealed with the corporate seal or a facsimile thereof. The signatures of such officer or officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, either of which is other than the Corporation itself or an employee of the Corporation. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued with the same effect as if he were such officer at the date of its issuance.

(b) If the Corporation is authorized to issue shares of more than one (1) class or more than one (1) series of any class, there shall be set forth on the face or back of the certificate or certificates, which the Corporation shall issue to represent shares of such class or series of stock, such legends or statements as may be required by applicable law or the Certificate or as may be approved by the Board.

(c) All certificates for each class or series of stock shall be consecutively numbered and the name of the person owning the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the Corporation’s share transfer records.

(d) All certificates surrendered to the Corporation shall be cancelled, and, except as provided in Section 7.2 with respect to lost, destroyed or mutilated certificates, no new certificate shall be issued until the former certificate for the same number of shares has been surrendered and cancelled.

Section 8.2 Lost Certificates, etc. The Board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. In authorizing such issue of a new certificate or certificates, the Board may, in its discretion and as a condition precedent to the issue thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as the Board may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 8.3 Transfer of Shares. Subject to any restrictions upon transfer, upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer and satisfaction of the Corporation that the requested transfer complies with the provisions of applicable state and federal laws and regulations and any agreements to which the Corporation is a party, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its share transfer records.

Section 8.4 Share Transfer Records; Ownership of Shares.

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(a) The Corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of the original issuance of shares issued by the Corporation and a record of each transfer of those shares that have been presented to the Corporation for registration of transfer. Such records shall contain the names and addresses of all past and current shareholders of the Corporation and the number and class of shares issued by the Corporation held by each of them. Any share transfer records may be in written form or in any other form capable of being converted into written form within a reasonable time. The principal place of business of the Corporation, or the office of its transfer agent or registrar, may be located outside the State of Texas.

(b) The Corporation shall be entitled to treat and recognize the person in whose name shares issued by the Corporation are registered in the share transfer records of the Corporation at any particular time (including, without limitation, as of a record date fixed pursuant to Section 7.5) as the owner of those shares at that time for the purposes of voting those shares, receiving distributions thereon or notices in respect thereof, transferring those shares, giving proxies with respect to those shares or otherwise exercising rights, entering into agreements or taking action in respect of those shares and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Texas.

Section 8.5 Closing of Share Transfer Records and Record Dates.

(a) For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive a distribution by the Corporation (other than a distribution involving a purchase or redemption by the Corporation of its own shares) or a share dividend, or in order to make a determination of shareholders for any other proper purpose (other than determining shareholders entitled to consent to action by shareholders proposed to be taken without a meeting of shareholders), the Board may provide that the share transfer records shall be closed for a stated period but not to exceed, in any case, sixty (60) days. If the share transfer records shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such records shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the share transfer records, the Board may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty (60) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken, and the determination of shareholders on such record date shall apply with respect to the particular action requiring the same notwithstanding any transfer of shares on the records of the Corporation after such record date. If the share transfer records are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive a distribution (other than a distribution involving a purchase or redemption by the Corporation of its own shares) or a share dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board declaring such distribution or share dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the share transfer records and the stated period of closing has expired.

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(b) Unless a record date shall have previously been fixed or determined pursuant to this Section, whenever action by shareholders is proposed to be taken by consent in writing without a meeting of shareholders, the Board may fix a record date for the purpose of determining shareholders entitled to consent to that action, which record date shall not precede, and shall not be more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board and the prior action of the Board is not required by the TBOC, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office, its principal place of business, or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of shareholders are recorded. Delivery shall be by hand or by certified or registered mail return receipt requested. Delivery to the Corporation’s principal place of business shall be addressed to the President or the principal executive officer of the Corporation. If no record date shall have been fixed by the Board and prior action of the Board is required by the TBOC, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be at the close of business on the date on which the Board adopts a resolution taking such prior action.

(c) Distributions made by the Corporation, including those that were payable but not paid to a holder of shares, or to his heirs, successors or assigns, and have been held in suspense by the Corporation or were paid and delivered by it unto an escrow account or to a trustee or custodian, shall be payable by the Corporation, escrow agent, trustee or custodian to the holder of the shares as of the record date determined for that distribution as provided in subsection (a) of this Section, or to his heirs, successors and assigns.

Section 8.6 Distributions. The Board may, from time to time, declare, and the Corporation may make, distributions on its outstanding shares in the manner and upon the terms and conditions provided by the Certificate and by the TBOC.

Section 8.7 Restrictions on Transfer. Shares of the Corporation shall not be offered for sale, sold, assigned, transferred, pledged or otherwise disposed of by the holder thereof (i) unless such offer, sale, assignment, pledge or other disposition shall have been approved by the Board of Directors of the Corporation and (ii) unless they have been duly registered under the applicable securities laws or the Corporation has received advice of counsel for the Corporation to the effect that the proposed disposition would not be in violation of said laws. A restrictive legend substantially as follows shall be placed conspicuously on the certificates for such shares, to wit:

[FRONT OF CERTIFICATE]

RESTRICTIONS ON TRANSFER OF THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SET FORTH ON THE REVERSE HEREOF.

[BACK OF CERTIFICATE]

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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED OR OTHERWISE DISPOSED OF (1) UNLESS SUCH SALE, TRANSFER OR OTHER DISPOSITION SHALL HAVE BEEN APPROVED BY THE BOARD OF DIRECTORS OF THE CORPORATION AND (2) UNLESS REGISTERED UNDER APPLICABLE SECURITIES LAWS OR UNTIL THE CORPORATION HAS RECEIVED ADVICE OF COUNSEL (WHICH MAY BE COUNSEL FOR THE CORPORATION) REASONABLY SATISFACTORY TO THE CORPORATION THAT THE SHARES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION.

THE CORPORATION WILL FURNISH A COPY OF THE CERTIFICATE OF FORMATION, WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF STATE, TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE ON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.

ARTICLE IX

INDEMNIFICATION

Section 9.1 Definitions. In this Article:

“Indemnitee” means (i) any present or former Director, advisory director or officer of the Corporation, (ii) any person who while serving in any of the capacities referred to in clause (i) hereof served at the Corporation’s request as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, and (iii) any person nominated or designated by (or pursuant to authority granted by) the Board or any committee thereof to serve in any of the capacities referred to in clauses (i) or (ii) hereof.

“Official Capacity” means (i) when used with respect to a Director, the office of Director of the Corporation, and (ii) when used with respect to a person other than a Director, the elective or appointive office of the Corporation held by such person or the employment or agency relationship undertaken by such person on behalf of the Corporation, but in each case does not include service for any other foreign or domestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise.

“Proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding.

Section 9.2 Indemnification. The Corporation shall indemnify every Indemnitee against all judgments, penalties (including excise and similar taxes), fines, amounts paid in settlement and reasonable expenses actually incurred by the Indemnitee in connection with any Proceeding in which he was, is or is threatened to be named defendant or respondent, or in which he was or is a witness without being named a defendant or respondent, by reason, in whole or in

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part, of his serving or having served, or having been nominated or designated to serve, in any of the capacities referred to in Section 8.1, if it is determined in accordance with Section 8.4 that the Indemnitee (a) conducted himself in good faith, (b) reasonably believed, in the case of conduct in his Official Capacity, that his conduct was in the Corporation’s best interests and, in all other cases, that his conduct was at least not opposed to the Corporation’s best interests, and (c) in the case of any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful; provided, however, that in the event that an Indemnitee is found liable to the Corporation or is found liable on the basis that personal benefit was improperly received by the Indemnitee the indemnification (i) is limited to reasonable expenses actually incurred by the Indemnitee in connection with the Proceeding and (ii) shall not be made in respect of any Proceeding in which the Indemnitee shall have been found liable for willful or intentional misconduct in the performance of his duty to the Corporation. Except as provided in the immediately preceding proviso to the first sentence of this Section 8.2, no indemnification shall be made under this Section 8.2 in respect of any Proceeding in which such Indemnitee shall have been (x) found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the Indemnitee’s Official Capacity, or (y) found liable to the Corporation. The termination of any Proceeding by judgment, order, settlement or conviction, or on a plea of nolo contendere or its equivalent, is not of itself determinative that the Indemnitee did not meet the requirements set forth in clauses (a), (b) or (c) in the first sentence of this Section 8.2. An Indemnitee shall be deemed to have been found liable in respect of any claim, issue or matter only after the Indemnitee shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom. Reasonable expenses shall include, without limitation, all court costs and all fees and disbursements of attorneys for the Indemnitee. The indemnification provided herein shall be applicable whether or not negligence or gross negligence of the Indemnitee is alleged or proven.

Section 9.3 Successful Defense. Without limitation of Section 8.2 and in addition to the indemnification provided for in Section 8.2, the Corporation shall indemnify every Indemnitee against reasonable expenses incurred by such person in connection with any Proceeding in which he is a witness or a named defendant or respondent because he served in any of the capacities referred to in Section 8.1, if such person has been wholly successful, on the merits or otherwise, in defense of the Proceeding.

Section 9.4 Determinations. Any indemnification under Section 8.2 (unless ordered by a court of competent jurisdiction) shall be made by the Corporation only upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct. Such determination shall be made (a) by the Board by a majority vote of a quorum consisting of Directors who, at the time of such vote, are not named defendants or respondents in the Proceeding; (b) if such a quorum cannot be obtained, then by a majority vote of a committee of the Board, duly designated to act in the matter by a majority vote of all Directors (in which designation Directors who are named defendants or respondents in the Proceeding may participate), such committee to consist solely of two (2) or more Directors who, at the time of the committee vote, are not named defendants or respondents in the Proceeding; (c) by special legal counsel selected by the Board or a committee thereof by vote as set forth in clauses (a) or (b) of this Section 8.4 or, if the requisite quorum of all of the Directors cannot be obtained therefor and such committee cannot be established, by a majority vote of all of the Directors (in which Directors who are named defendants or respondents in the Proceeding may

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participate); or (d) by the shareholders in a vote that excludes the shares held by Directors that are named defendants or respondents in the Proceeding. Determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, determination as to reasonableness of expenses must be made in the manner specified in clause (c) of the preceding sentence for the selection of special legal counsel. In the event a determination is made under this Section 8.4 that the Indemnitee has met the applicable standard of conduct as to some matters but not as to others, amounts to be indemnified may be reasonably prorated.

Section 9.5 Advancement of Expenses. Reasonable expenses (including court costs and attorneys’ fees) incurred by an Indemnitee who was or is a witness or was, is or is threatened to be made a named defendant or respondent in a Proceeding shall be paid by the Corporation at reasonable intervals in advance of the final disposition of such Proceeding, and without making the determination specified in Section 8.4, after receipt by the Corporation of (a) a written affirmation by such Indemnitee of his good faith belief that he has met the standard of conduct necessary for indemnification by the Corporation under this Article and (b) a written undertaking by or on behalf of such Indemnitee to repay the amount paid or reimbursed by the Corporation if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article. Such written undertaking shall be an unlimited obligation of the Indemnitee but need not be secured and it may be accepted without reference to financial ability to make repayment. Notwithstanding any other provision of this Article, the Corporation may pay or reimburse expenses incurred by an Indemnitee in connection with his appearance as a witness or other participation in a Proceeding at a time when he is not named a defendant or respondent in the Proceeding.

Section 9.6 Employee Benefit Plans. For purposes of this Article, the Corporation shall be deemed to have requested an Indemnitee to serve an employee benefit plan whenever the performance by him of his duties to the Corporation also imposes duties on or otherwise involves services by him to the plan or participants or beneficiaries of the plan. Excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall be deemed fines. Action taken or omitted by an Indemnitee with respect to an employee benefit plan in the performance of his duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Corporation.

Section 9.7 Other Indemnification and Insurance. The indemnification provided by this Article shall (a) not be deemed exclusive of, or to preclude, any other rights to which those seeking indemnification may at any time be entitled under the Corporation’s Certificate, any law, agreement or vote of shareholders or disinterested Directors, or otherwise, or under any policy or policies of insurance purchased and maintained by the Corporation on behalf of any Indemnitee, both as to action in his Official Capacity and as to action in any other capacity, (b) continue as to a person who has ceased to be in the capacity by reason of which he was an Indemnitee with respect to matters arising during the period he was in such capacity, and (c) inure to the benefit of the heirs, executors and administrators of such a person.

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Section 9.8 Notice. Any indemnification of or advance of expenses to an Indemnitee in accordance with this Article shall be reported in writing to the shareholders of the Corporation with or before the notice or waiver of notice of the next shareholders’ meeting or with or before the next submission to shareholders of a consent to action without a meeting and, in any case, within the twelve-month period immediately following the date of the indemnification or advance.

Section 9.9 Construction. The indemnification provided by this Article shall be subject to all valid and applicable laws, including, without limitation, Chapter 8 of the TBOC, and, in the event this Article or any of the provisions hereof or the indemnification contemplated hereby are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and this Article shall be regarded as modified accordingly, and, as so modified, to continue in full force and effect.

Section 9.10 Continuing Offer, Reliance, etc. The provisions of this Article (a) are for the benefit of, and may be enforced by, each Indemnitee of the Corporation, the same as if set forth in their entirety in a written instrument duly executed and delivered by the Corporation and such Indemnitee and (b) constitute a continuing offer to all present and future Indemnitees. The Corporation, by its adoption of these Bylaws, (x) acknowledges and agrees that each Indemnitee of the Corporation has relied upon and will continue to rely upon the provisions of this Article in becoming, and serving in any of the capacities referred to in Section 8.1(a) of this Article, (y) waives reliance upon, and all notices of acceptance of, such provisions by such Indemnitees and (z) acknowledges and agrees that no present or future Indemnitee shall be prejudiced in his right to enforce the provisions of this Article in accordance with their terms by any act or failure to act on the part of the Corporation.

Section 9.11 Effect of Amendment. No amendment, modification or repeal of this Article or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitees to be indemnified by the Corporation, nor the obligation of the Corporation to indemnify any such Indemnitees, under and in accordance with the provisions of the Article as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

ARTICLE X

GENERAL PROVISIONS

Section 10.1 Waiver of Notice.

(a) Whenever, under the provisions of applicable law or of the Certificate or of these Bylaws, any notice is required to be given to any shareholder or Director, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

(b) Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.

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Section 10.2 Seal. If one be adopted, the corporate seal shall have inscribed thereon the name of the Corporation and shall be in such form as may be approved by the Board. Said seal may be used by causing it or a facsimile of it to be impressed or affixed or in any manner reproduced.

Section 10.3 Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board.

Section 10.4 Checks, Notes, etc. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate. The Board may authorize any officer or officers or such other person or persons to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 10.5 Examination of Books and Records. Any person who shall have been a shareholder for at least six (6) months immediately preceding his demand, or shall be the holder of at least five percent (5%) of all of the outstanding shares of the Corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent, accountant or attorney, at any reasonable time or times, for any proper purpose, its relevant books and records of account, minutes and share transfer records, and to make extracts therefrom. Subject to the preceding sentence, the Board shall determine from time to time whether, and if allowed, when and under what conditions and regulations the books and records of account, the minutes and share transfer records of the Corporation or any of them shall be open to inspection by the shareholders, and the shareholders rights in this respect are and shall be restricted and limited accordingly.

Section 10.6 Voting Upon Shares Held by the Corporation. Unless otherwise ordered by the Board, the Chairman of the Board, if one shall be elected, or the President, if a Chairman of the Board shall not be elected, acting on behalf of the Corporation, shall have full power and authority to attend and to act and to vote at any meeting of shareholders of any corporation in which the Corporation may hold shares and at any such meeting, shall possess and may exercise any and all of the rights and powers incident to the ownership of such shares which, as the owner thereof, the Corporation might have possessed and exercised, if present. The Board by resolution from time to time may confer like powers upon any other person or persons.

ARTICLE XI

AMENDMENTS

Section 11.1 Amendments . Except as otherwise provided in the Certificate, these Bylaws may be altered, amended or repealed, or new Bylaws may be adopted, by the holders of a majority of the outstanding voting shares or by the Board, when such power is conferred upon the Board by the Certificate, at any regular meeting of the shareholders or of the Board of Directors or at any special meeting of the shareholders or of the Board if notice of such

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alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal Bylaws is conferred upon the Board by the Certificate, it shall not divest or limit the power of the shareholders to adopt, amend or repeal Bylaws.

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CERTIFICATE OF SECRETARY

OF

AUSTIN MEDICAL RESEARCH, INC.

The undersigned certifies:

1. That the undersigned is the duly elected and acting Secretary of Austin Medical Research, Inc., a Texas corporation (the “Corporation”); and

2. That the foregoing Bylaws constitute the Bylaws of the Corporation as duly adopted by the Board of Directors of the Corporation on July 10, 2007.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 10 day of July, 2007.

Exhibit 11

CONSENT OF INDEPENDENT AUDITOR

We consent to the use in the Offering Circular constituting a part of this Offering Statement on Form 1-A, as it may be amended, of our Independent Auditor’s Report dated August 16, 2016 relating to the balance sheets of ManeGain, Inc. as of December 31, 2015 and 2014, and the related statements of operations, changes in stockholders’ equity, and cash flows for years then ended, and the related notes to the financial statements.

/s/ Artesian CPA, LLC

Denver, CO

September 23, 2016

Artesian CPA, LLC

1624 Market Street, Suite 202 | Denver, CO 80202

p: 877.968.3330 f: 720.634.0905

info@ArtesianCPA.com | www.ArtesianCPA.com

Exhibit 12

September 23, 2016

ManeGain, Inc.

12400 Hwy 71, #350-256

Austin, Texas 78738

RE: Regulation A Offering Statement on 1-A

Ladies and Gentlemen:

We have acted as counsel to ManeGain, Inc., a Texas corporation (the “Company”), in connection with the preparation and filing of its Regulation A Offering Statement on Form 1-A (Offering File No. xxx-xxxxxx), as amended and as may be subsequently amended (the “Offering Statement”), filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the sale by the Company of up to 1,000,000 shares (the “Shares”) of the Company’s Series A Preferred Stock, par value $0.001 per share (“Preferred Stock”).

This opinion is being furnished in accordance with the requirements of Item 17, Section 12 of Form 1-A.

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Certificate of Formation of the Company on file with the Secretary of State of the State of Texas, as amended (the “Certificate of Formation”), (ii) the Certificate of Designation of Series A Preferred Stock on file with the Secretary of State of the State of Texas (the “Certificate of Designation”), (iii) the Bylaws of the Company as in effect on the date hereof and at the time of the adoption of the resolutions by the Board of Directors of the Company approving the issuance of the Shares, as certified to us by a Company officer, (iv) the Offering Statement, (v) a subscription agreement to be entered into by the Company and the purchasers of Shares offered by the Offering Statement (the “Subscription Agreement”), (vi) certain resolutions of the Board of Directors of the Company, as certified to us by a Company officer, and (vii) such other documents and records as we have deemed necessary and relevant for purposes hereof. We have relied upon certificates of public officials and officers of the Company as to certain matters of fact relating to this opinion and have made such investigations of law as we have deemed necessary and relevant as a basis hereof. As to all matters of fact material to such opinion, we have relied upon representations of officers of the Company.

In our examination, we have assumed and have not independently established or verified (i) the genuineness of all signatures, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals, and (iv) the conformity to the authentic originals of all documents supplied to us as certified, conformed, photostatic or faxed copies.

Based upon the foregoing, and subject to the limitations and assumptions set forth herein, and having due regard for such legal considerations as we deem relevant, we are of the opinion that when issued, sold and paid for in accordance with the Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable.

The foregoing opinion is based on and is limited to the Texas Business Organization Code (which is deemed to include the statutory provisions thereof and reported judicial opinions interpreting the foregoing), and we render no opinion with respect to the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Offering Statement. In giving these consents, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations issued thereunder.

ManeGain, Inc.