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As submitted to the Securities and Exchange Commission on June 6, 2018

Registration No.                     

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-A

REGULATION A OFFERING CIRCULAR

UNDER

THE SECURITIES ACT OF 1933

KNOWBELLA HELIX INC.

(Exact name of issuer as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

P.O. Box 30085

Cincinnati, Ohio 45230

(513) 260-4400

(Address, including zip code, and telephone number,

including area code, of issuer’s principal executive office)

Copy to:

F. Mark Reuter

Allison A. Westfall

Christopher S. Brinkman

Keating Muething and Klekamp PLL

1 East 4^th Street, Suite 1400

Cincinnati, Ohio 45202

Telephone: (513) 579-6400

This Offering Circular 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.

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An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this preliminary offering circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time an offering circular which is not designated as a preliminary offering circular is delivered and the offering statement filed with the Commission becomes qualified. This preliminary offering circular shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a final offering circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the final offering circular or the offering statement in which such final offering circular was filed may be obtained.

Preliminary Offering Circular

June 6, 2018

Subject to Completion

KNOWBELLA HELIX INC.

166,666,667 Helix™ Tokens

1 Helix™ Token: $0.30

Minimum Investment: 1,600 Helix™ Token(s) ($480.00)

This Regulation A offering is for Helix™ tokens, no par value per token (the “Tokens,” “Helix™ Tokens” or “Helix™”) of Knowbella Helix Inc., a Delaware corporation (the “Company”, “Knowbella” or “Knowbella Tech”). For a description of the Tokens, see “The Tokens”. We are offering a maximum of 166,666,667 Helix™ tokens at $0.30 per Token, on a best efforts basis, for an aggregate amount of $50,000,000, in a “Tier 2 Offering” under Regulation A (the “Offering”). There is no minimum number of Tokens that needs to be sold in order for funds to be released to the Company for this Offering to close. The minimum investment per investor is 1,600 Tokens ($480) and subscriptions, once received, are revocable until they become irrevocable when both this offering statement is qualified by the SEC and the subscriptions are accepted by the Company. The Company expects to accept all subscriptions up to the maximum amount after this offering statement is qualified. This Offering is being conducted on a “best efforts” basis as provided by Rule 251(d)(3)(i)(F) of Regulation A, which means that there is no guarantee that any minimum amount will be sold. None of the Tokens offered are being sold by present security holders of the Company.

We expect to commence the Offering on or within two (2) calendar days of the date the offering circular is qualified by the United States Securities and Exchange Commission (“SEC”). The Offering will terminate on the first of: (i) all of the Tokens offered are sold; or (ii) the close of business thirty-six (36) months after the date that this Offering is deemed qualified by the SEC, unless sooner terminated by the Company (collectively, the “Termination Date”). After this offering statement is qualified by the SEC, the Company intends to accept subscriptions and close on investments on a “rolling” basis (so not all investors will receive their Tokens on the same date). There is no escrow established for this Offering. Funds will be promptly refunded without interest for sales not consummated. Any payments made in Bitcoin, Ethereum or any other non-U.S. Dollar currency may be converted into U.S. Dollars at any time after receipt by the Company. If the Company returns funds to an investor, it may return funds in the form of U.S. Dollars and the Company will not be responsible for any fluctuation in the price of such non-U.S. Dollar currency. Upon closing under the terms as set out in this offering circular, funds will be immediately transferred to the Company (where the funds will be available for use in the operations of the Company’s business, excluding paying the expenses of the Offering, in a manner consistent with the “Use of Proceeds” in this offering circular) and the Tokens for such closing will be issued to investors.

As soon as possible after the issuance of the Tokens, we intend to apply to have the Tokens listed for trading on any alt-coin exchanges that have been registered by the SEC. For more information see “Plan of Distribution”.

The Tokens will be issued in book-entry electronic form only, provided that subsequent transfers of the Tokens will be recorded on the Ethereum blockchain and possession of the Token will signify ownership. VStock Transfer, LLC, a California limited liability company is the transfer agent and registrar for the Tokens. 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 your 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 visit to www.investor.gov.

THESE ARE SPECULATIVE SECURITIES. INVESTING IN THEM INVOLVES SIGNIFICANT RISKS. YOU SHOULD INVEST IN THEM ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE “RISK FACTORS”.

This offering circular is following the disclosure format of Part II of Form 1-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.

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Knowbella Helix Inc.

P.O. Box 30085

Cincinnati, Ohio 45230

Telephone: 513-260-4400

Web: www.knowbella.tech

Information contained on www.knowbella.tech website is not incorporated by reference into this offering circular, and you should not consider information contained on www.knowbella.tech to be part of this offering circular.

We are offering to sell, and seeking offers to buy, our Tokens only in jurisdictions where such offers and sales are permitted. You should rely only on the information contained in this offering circular. We have not authorized anyone to provide you with any information other than the information contained in this offering circular. The information contained in this offering circular is accurate only as of its date, regardless of the time of its delivery or of any sale or delivery of Tokens. Neither the delivery of this offering circular, nor any sale or delivery of Tokens shall, under any circumstances, imply that there has been no change in our affairs since the date of this offering circular. This offering circular will be updated and made available for delivery to the extent required by the federal securities laws.

In this offering circular, unless the context indicates otherwise, references to “we,” “us,” “our,” “Knowbella,” “Knowbella Tech” and “Company” refer to Knowbella Helix Inc.

The date of this offering circular is [•], 2018

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Cautionary Note Regarding Forward-Looking Statements

Some of the statements in this offering circular constitute forward-looking statements. These statements relate to future events or our future financial performance, plans and objectives. In some cases, you can identify forward-looking statements by terminology such as “proposed,” “may,” “should,” “expect,” “intend,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential”, “continue”, “will”, and similar words or phrases, or the negative or other variations thereof or comparable terminology. All forward-looking statements are predictions or projections and involve known and unknown risks, estimates, assumptions, uncertainties and other factors that may cause our actual transactions, results, performance, achievements and outcomes to differ materially and adversely from those expressed or implied by such forward-looking statements.

You should not place undue reliance on forward-looking statements. The cautionary statements set forth in this offering circular, including in “Risk Factors” and elsewhere, identify important factors which you should consider in evaluating our forward-looking statements. These factors include, among other things:

Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future transactions, results, performance, achievements or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations from them will not be material and adverse. We undertake no obligation, other than as may be required by law, to re-issue this offering circular or otherwise make public statements in order to update our forward-looking statements beyond the date of this offering circular.

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RISK FACTORS

Investors should carefully consider the risks described below before making an investment decision. For the reasons set forth below, and elsewhere in this offering circular, investing in the Helix™ tokens involves a high degree of risk. If any of the following risks actually occur, the Company’s business, financial condition or results of operation could be harmed, which could cause the value of the Helix™ tokens to decline and investors could potentially lose all or part of their investment. The risks and conflicts set forth below are not the only risks and conflicts involved in an investment in the Company. See also “Cautionary Statements Regarding Forward-Looking Information.”

Risks Related to the Company

New digital currency regulations could materially adversely effect the Company and the Tokens.

Digital currency is a new type of currency and it is possible that the continued popularity of digital currency, such as the Tokens, will trigger subsequent new regulation and laws. If Congress or any state or regulatory body of the federal executive branch or a state executive office were to start regulating our business, it could prove costly. If too costly, it could make our financial model impracticable. Changes in the legislative, regulatory and commercial environments in which we operate could adversely impact our ability to collect, compile, and use and/or publish data and could impact our financial results.

The operational and financial condition of the Company and validity of the Tokens depends in large part upon the Company’s information technology; a successful cyber attack or hacking could materially affect the financial condition of the Company.

Our operations and validity of the Tokens depend on our ability, as well as that of third-party service providers to whom we have outsourced several critical functions, to protect data centers and related technology against cyber-attacks, sabotage, and hacking. A failure in the integrity of our database could harm our brand and result in a loss of sales and an increase in legal claims. Cybersecurity risks could harm our operations, the operations of our critical outsourcers, or the operations of our partners on whom we rely for data and to meet our customer needs, any of which could materially impact our business and financial results. We will rely upon the security of our information technology infrastructure to protect us from cyber-attacks and unauthorized access. Cyber-attacks can include malware, computer viruses, or other significant disruption of our information technology networks and related systems. Government agencies and security experts have warned about growing risks of hackers, cyber-criminals and other potential attacks targeting every type of information technology system. We may face increasing cyber security risks, as we receive data from new sources, such as social media sites or through data aggregators who provide us with information.

A failure of the Company’s technology infrastructure could have a material adverse effect on the Company’s operations and financial results.

Our business performance depends upon the effectiveness of our technology investments, the failure of which could materially impact our business and financial results. We will undertake significant investments in our technology infrastructure to continually strengthen our position in commercial data and improve our existing technology platform. Notwithstanding, if we experience any failures related to our technology investments, we may not achieve our expected revenue growth, or desired cost levels, and we could experience a significant competitive disadvantage in the marketplace, such as the inability to offer certain types of new services or to collect certain types of new data, which could have a material adverse effect on our business and financial results.

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We are not currently profitable and may never become profitable.

We are an early stage company and expect to incur losses and negative operating cash flow for many months, and we may never achieve or maintain profitability. We also expect to continue to incur operating expenditures and anticipate that our expenses will increase in the foreseeable future as we:

We are currently experiencing negative cash flows as we fund our operating losses and capital expenditures. As a result, we will need to generate significant revenues in order to achieve and maintain profitability. We may not be able to generate these revenues or achieve profitability in the future. Our failure to achieve or maintain profitability could negatively impact the value of the Tokens. The likelihood of our creation of a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the inception of a business operating in a relatively new, highly competitive, and developing industry.

See the “Financial Statements” attached hereto.

We may need to finance our future cash needs through public or private equity offerings, debt financings, additional token offerings or corporate collaboration or licensing arrangements. Any additional funds that we obtain may not be on terms favorable to our members or the Token holders or us and may require us to relinquish certain valuable rights.

We intend to fund much of our operations and capital expenditures from the net proceeds of this Offering and the Regulation D private offering conducted by Knowbella Parent concurrently with this Offering. We believe that the net proceeds from this Offering, if fully subscribed, will be sufficient to enable us to fund our projected operation requirements to reach profitability. However, we may need to raise additional funds more quickly if one or more of our assumptions prove to be incorrect or if we choose to expand our product development efforts more rapidly than we presently anticipate, and we may decide to raise additional funds even before we need them if the conditions for raising capital are favorable.

We may seek to sell additional tokens, equity or debt securities, obtain a bank credit facility, or enter into a corporate collaboration or licensing arrangement. The sale of additional equity or debt securities, if convertible, could result in dilution to our shareholders. The sale of additional tokens could affect the value of Tokens generally. The incurrence of indebtedness would result in increased fixed obligations and could also result in covenants that would restrict our operations. Raising additional funds through collaboration or licensing arrangements with third parties may require us to relinquish valuable rights to our technologies, future revenue streams, research programs, or to grant licenses on terms that may not be favorable to us or our shareholders.

We lack operating history because we are in an early stage of commercialization. There might be risk associated with execution of our strategy.

Knowbella and Knowbella Parent have a short operating history, although we have incurred expenses and generated losses to date in connection with the organization of our company, our initial market launch efforts, our research and development of intellectual properties, our expanded sales and marketing efforts, supply chain development and management, procurement, other related-business expenses, and the expenses of this Offering. Due to our relatively short operating history, there can be no assurance that we will successfully execute our strategy, integrate our operation, and market our platform. Due to uncertainties associated with a highly regulated industry that some of our users are subject to, we might need to raise additional capital after this Offering. Furthermore, we may incur significant unanticipated expenses which would include, for example, additional expenses for development of

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intellectual properties, reducing dependence on any one strategic partner, expenses to establish future strategic and other business relationships necessary to operate our business as currently contemplated, or to create and execute a more aggressive marketing strategy in order to induce our intended user base to adopt our platform. If we are unsuccessful in marketing our platform, or if we incur significant unanticipated expenses, our business, financial condition, results of operations and prospects may be materially adversely affected.

If we do not use the proceeds from the Offering in an efficient manner, our business may suffer.

Our management will retain broad discretion as to the use and allocation of the net proceeds from this Offering, which allocation may be revised from time to time in response to certain contingencies discussed herein. Accordingly, our investors will not have the opportunity to evaluate the economic, financial and other relevant information that we may consider in the application of the net proceeds from this Offering. We cannot guarantee that we will make the most efficient use of the net proceeds from this Offering or that you will agree with the way in which such net proceeds are used. Our failure to apply these funds effectively could have a material adverse effect on our business, results of operations and financial condition. See “Use of Proceeds” set forth in this offering circular.

This offering circular contains our best estimates of future operations that are based on uncertainties and other factors beyond our control and are difficult to predict.

This offering circular and the statements contained within it are based on our current plans and contemplated future activities, and our financial condition and results of operations may be materially different from those set forth in the forward-looking statements as a result of known or unknown risks and uncertainties, including, among other things:

The Company will be subject to various conflicts of interest arising out of its relationships with Open Therapeutics.

Jason E. Barkeloo, the holder of a majority of Knowbella Parent’s outstanding voting units and a member of the Board of Directors of the Company, also maintains a controlling interest in, is the board chairman of, and has a consulting arrangement with, Open Therapeutics. In addition, Mark Pohlkamp is an advisor and less than 1% owner of Open Therapeutics. Knowbella Parent has entered into a sole license agreement with Open Therapeutics, which is

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sublicensed by Knowbella Parent to the Company pursuant to the License Agreement, and the Company may engage in other transactions with Open Therapeutics, including, without limitation, amending the License Agreement and the acquisition of some or all of the equity interests in Open Therapeutics. Messrs. Barkeloo and Pohlkamp may have certain conflicts of interest with respect to any additional transaction between the Company, Knowbella Parent and Open Therapeutics and may profit from any transaction we (or Knowbella Parent) may have with Open Therapeutics.

Our business model is dependent on continued investment in and development of distributed ledger technologies.

Our business model is dependent on continued investment in and development of distributed ledger technologies. If as a result of regulatory changes, hackers, general market conditions or innovations, investments in distributed ledger technologies become less attractive to investors or innovators and developers, it could have a material adverse impact on our prospects and possibly our ability to continue our developmental operations. It is not possible to accurately predict the potential adverse impacts on us, if any, of current economic conditions on our prospects.

Risks Related to the Offering

The Knowbella Platform™ may not be widely adopted and may have limited users.

It is possible that the Knowbella Platform™ will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed ecosystems (such as the Knowbella Platform™) more generally or the distributed applications to be used on the Knowbella Platform™. Such a lack of use or interest could negatively impact the development of the Knowbella Platform™ and therefore the potential utility of the Tokens. Additionally, there can be no assurances that the Company will be able to collect or continue to collect dormant or orphan intellectual property which may adversely affect the continued usability of the Knowbella Platform™ and the Company.

The Knowbella Platform Development may never be completed, or may not be completed in the manner expected by management, which could materially adversely affect the rights of holders of Helix™ tokens.

It is possible that the Knowbella Platform Development will not be completed, depending upon the successful launch of this Offering, the amount of proceeds raised in this Offering and the steps required to complete the Knowbella Platform Development. In addition, it cannot be anticipated whether the Knowbella Platform Development will occur in the manner expected by management or if significant differences in the Knowbella Platform™ may occur between the time of this Offering and the completion of the Knowbella Platform Development. Such a failure of, or substantial deviation from the currently anticipated, Knowbella Platform Development could negatively impact the development of the Knowbella Platform™ and therefore the potential utility of the Tokens.

Alternative networks may be established that compete with or are more widely used than the Knowbella Platform™.

The Knowbella Platform™ includes a hybrid of open source code and proprietary software. It is possible that alternative networks could be established that utilize the same or similar open source code and protocol underlying the Knowbella Platform™ and attempt to facilitate services that are materially similar to the Knowbella Platform™ services. The Knowbella Platform™ may compete with these alternative networks, which could negatively impact the Knowbella Platform™ and the Tokens.

Our proposed Knowbella Platform™ and our Helix™ tokens are new untested concepts and may not achieve market acceptance.

Our concept of creating a blockchain-based token security issuance and trading network based on the Knowbella Platform™ and Helix™ tokens is new and untested. There can be no assurance that our proposed Knowbella Platform™ will achieve market acceptance. Investors acquiring Tokens will bear the risks of investing in a novel, untested type of securities transaction that will trade exclusively on a novel type of trading platform and be subject to a number of unusual restrictions, as well as the risks of investing in our business. Any failure of the Knowbella Platform™ or the Helix™ tokens to perform as expected will have a material adverse effect on our prospects.

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The Knowbella Platform™ may be the targets of malicious cyberattacks or may contain exploitable flaws in its underlying code, which may result in security breaches and the loss or theft of Tokens. If the Knowbella Platform™ security is compromised or if the Knowbella Platform™ is subjected to attacks that frustrate or thwart our users’ ability to access the platform, the Tokens or the products and services on such platform, users may cut back on or stop using the platform altogether, which could seriously curtail the utilization of the Tokens and cause a decline in the market price of the Tokens.

The Knowbella Platform’s™ structural foundation, the hybrid open-source protocol and proprietary software, the software application and other interfaces or applications built upon such platforms are still in an early development stage and are unproven, and there can be no assurances that the Knowbella Platform™ and the creating, transfer or storage of the Tokens thereon will be uninterrupted or fully secure which may result in a complete loss of users’ Tokens or an unwillingness of users to access, adopt and utilize the Knowbella Platform™. Further, the Knowbella Platform™ may also be the target of malicious attacks seeking to identify and exploit weaknesses in the software or the platforms which may result in the loss or theft of Tokens. For example, if Helix™ or the Knowbella Platform™ are subject to unknown or known security attacks (such as double-spend attacks, 51% attacks, or other malicious attacks), this may materially and adversely affect the Tokens or the platform. In any such event, if the network launch does not occur, if the Knowbella Platform Development is not completed or if the Knowbella Platform™ is not widely adopted, investors may lose all of their investment.

The Offering, along with any subsequent offering, may be subject to registration under the Securities Exchange Act of 1934 if the Company has assets above $10 million and more than 2,000 holders of record of its equity securities.

Companies with total assets above $10 million and more than 2,000 holders of record of its equity securities, or 500 holders of record of its equity securities who are not accredited investors, must register that class of equity securities with the SEC under the Exchange Act. With the capital raised from the Offering, the Company may surpass $10 million in assets as it builds out the Knowbella Platform™. Furthermore, there is the possibility that this Offering may surpass 2,000 holders of equity securities, or 500 non-accredited investors, and the Company may have more than 2,000 holders of record of its equity securities (or 500 non-accredited holders of equity) following the offering. If these two conditions are met then the Company will have to register the offering with the SEC, which will be a laborious and expensive process and maintaining such registration will also be expensive.

There is no assurance that investors in this Offering will receive a return on their investment.

There is no assurance that investors will realize a return on their investments or that their entire investments will not be lost. For this reason, each investor should carefully read this offering circular and the exhibits to the offering circular and should consult with their own attorney and business advisors prior to making any investment decision with respect to the Tokens.

Risks related to Blockchain Technologies and Digital Assets

The further development and acceptance of digital asset systems, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of cryptocurrency may adversely affect an investment in the Tokens.

A digital asset such as cryptocurrency may be used, among other things, to buy and sell goods and services. Digital asset networks are a new and rapidly evolving industry. The growth of the digital asset industry is subject to a high degree of uncertainty. The factors affecting the further development of the digital asset industry include:

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A decline in the popularity or acceptance of digital assets may harm the market price of the Tokens. There is no assurance that any service providers necessary to accommodate the cryptocurrency network will continue in existence or grow. Furthermore, there is no assurance that the availability of and access to digital asset service providers will not be negatively affected by government regulation or supply and demand of cryptocurrency.

The regulatory regime governing the blockchain technologies, cryptocurrencies, tokens and token offerings such as the Knowbella Platform™ and the Tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Knowbella Platform™ and the utility of the Tokens.

Regulation of tokens (including Helix™) and token offerings such as this Offering, cryptocurrencies, blockchain technologies, and cryptocurrency exchanges currently is undeveloped and likely to rapidly evolve, vary significantly among international, federal, state and local jurisdictions and are subject to significant uncertainty. Various legislative and executive bodies in the United States and in other countries may in the future, adopt laws, regulations, guidance, or other actions, which may severely impact the development and growth of the Knowbella Platform™ and the adoption and utility of the Tokens. Failure by the Company, Company management or certain users of the Knowbella Platform™ to comply with any laws, rules and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines.

As blockchain networks and blockchain assets have grown in popularity and in market size, federal and state agencies have begun to take interest in, and in some cases regulate, their use and operation. In the case of virtual currencies, state regulators like the New York Department of Financial Services have created new regulatory frameworks. Others, as in Texas, have published guidance on how their existing regulatory regimes apply to virtual currencies. Some states, like New Hampshire, North Carolina, and Washington, have amended their state’s statutes to include virtual currencies into existing licensing regimes. Treatment of virtual currencies continues to evolve under federal law as well. The Department of the Treasury, the Securities Exchange Commission, and the Commodity Futures Trading Commission (“CFTC”), for example, have published guidance on the treatment of virtual currencies. The IRS released guidance treating virtual currency as property that is not currency for U.S. federal income tax purposes, although there is no indication yet whether other courts or federal or state regulators will follow this classification. Both federal and state agencies have instituted enforcement actions against those violating their interpretation of existing laws. The treatment of tokens and cryptocurrency in general is not consistent across government agencies and the Company offers no such tax advice. Purchasers of Helix™ tokens are advised to consult their own tax advisors.

The regulation of non-currency use of blockchain assets is also uncertain. The CFTC has publicly taken the position that certain blockchain assets are commodities, and the SEC has issued a public report stating federal securities laws require treating some blockchain assets as securities. To the extent that a domestic government or quasi-governmental agency exerts regulatory authority over a blockchain network or asset, the Knowbella Platform™ and the Tokens may be materially and adversely affected.

Blockchain networks also face an uncertain regulatory landscape in many foreign jurisdictions such as the European Union, China, South Korea and Russia. Various foreign jurisdictions may, in the near future, adopt laws, regulations or directives that affect the Knowbella Platform™. Such laws, regulations or directives may conflict

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with those of the United States or may directly and negatively impact our business. The effect of any future regulatory change is impossible to predict, but such change could be substantial and materially adverse to the development and growth of the Knowbella Platform™ and the adoption and utility of the Tokens.

New or changing laws and regulations or interpretations of existing laws and regulations, in the United States and other jurisdictions, may materially and adversely impact the value of the currency in which the Tokens may be exchanged, the value of the distributions that may be made, the liquidity of the Tokens, the ability to access marketplaces or exchanges on which to trade the Tokens, and the structure, rights and transferability of Tokens.    

The investors will have no control and the Company may only have limited control once the network launch occurs.

Helix™ is comprised of a hybrid of open-source and proprietary technologies that depend on a network of computers to run certain software programs to process transactions. Because of this less centralized model, the Company has limited control over Helix™ and the Knowbella Platform™. In addition, the holders of Helix™ are not and will not be entitled to receive dividends or be deemed the holder of common stock of the Company (prior to any conversion of such Tokens into Class H Common Stock, at which point holders will have an ownership interest in the Company) and will have a limited right to vote on certain matters.

There may be occasions when certain individuals involved in the development and launch of the Knowbella Platform™ may encounter potential conflicts of interest in connection with the Knowbella Platform™ such that said party may avoid a loss, or even realize a gain, when other investors in the pre- sale or in Helix™ are suffering losses.

There may be occasions when certain individuals involved in the development and launch of the Knowbella Platform™ or Helix™ may encounter potential conflicts of interest in connection with this Offering and the Knowbella Platform™, such that said party may avoid a loss, or even realize a gain, when other investors in the Offering are suffering losses. Decisions made by the key employees of the Company on such matters may be more beneficial for some investors than for others.

See the risk factor above titled “The Company will be subject to various conflicts of interest arising out of its relationships with Open Therapeutics” regarding the conflict of interest between the Company, Messrs. Barkeloo and Pohlkamp, Knowbella Parent and Open Therapeutics.

Investors may lack information for monitoring their investment.

The investor may not be able to obtain all information it would want regarding Knowbella, Helix™ or the Knowbella Platform™ on a timely basis or at all. It is possible that the investor may not be aware on a timely basis of material adverse changes that have occurred with respect to certain of its investments. While Knowbella has made efforts to use open-source development for the Tokens, this information may be highly technical by nature. As a result of these difficulties, as well as other uncertainties, an investor may not have accurate or accessible information about the Knowbella Platform™.

If the Knowbella Platform™ is unable to satisfy data protection, security, privacy, and other government- and industry-specific requirements, its growth could be harmed.

There are a number of data protection, security, privacy and other government- and industry-specific requirements, including those that require companies to notify individuals of data security incidents involving certain types of personal data. Security compromises could harm the Knowbella Platform’s™ reputation, erode user confidence in the effectiveness of its security measures, negatively impact its ability to attract new users, or cause existing users to stop using the Knowbella Platform™.

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The further development and acceptance of blockchain networks, including the Knowbella Platform™, which are part of a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of blockchain networks and blockchain assets would have an adverse material effect on the successful development and adoption of the Knowbella Platform™ and the Tokens.

The growth of the blockchain industry in general, as well as the blockchain networks with which the Knowbella Platform™ will rely and interact, is subject to a high degree of uncertainty. The factors affecting the further development of the cryptocurrency industry, as well as blockchain networks, include, without limitation:

The slowing or stopping of the development, general acceptance and adoption and usage of blockchain networks and blockchain assets may deter or delay the acceptance and adoption of the Knowbella Platform™ and the Tokens.

The prices of blockchain assets are extremely volatile. Fluctuations in the price of digital assets could materially and adversely affect our business, and the Tokens may also be subject to significant price volatility.

The prices of blockchain assets such as Bitcoin or Ethereum have historically been subject to dramatic fluctuations and are highly volatile, and the market price of the Tokens may also be highly volatile. Several factors may influence the market price of the Tokens, including, but not limited to:

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A decrease in the price of a single blockchain asset may cause volatility in the entire blockchain asset industry and may affect other blockchain assets including the Tokens. For example, a security breach that affects investor or user confidence in Bitcoin or Ethereum may affect the industry as a whole and may also cause the price of the Tokens and other blockchain assets to fluctuate.

Investors may lose access to their Tokens due to loss of private keys, custodial error or purchaser error.

A private key, or a combination of private keys, is necessary to control and dispose of Tokens stored in a user’s digital wallet or vault. Thus, a loss of a user’s requisite private key(s) associated with such user’s digital wallet or vault storing Tokens could result in a loss of such Tokens. In addition, any third party that gains access to such private key(s), including by gaining access to a user’s login credentials of a hosted wallet service, may be able to misappropriate a user’s Tokens. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault a user chooses to receive and store Tokens, including a user’s own failure to properly maintain or use such digital wallet or vault, may also result in the loss of a user’s Tokens. Failure to follow precisely the procedures set forth for buying and receiving Tokens, including, for instance, if a user provides the wrong address, or provides an address that is not ERC-20 compatible, may result in a loss of such user’s Tokens. Investors should be aware of such risk and the Company can make no assurances that a loss of a private key(s), and the resulting Tokens, will not happen.

PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN LEGAL COUNSEL OR OTHER PROFESSIONAL ADVISORS AS TO ANY LEGAL RESTRICTIONS ON THEIR ABILITY TO OWN THE TOKENS AND AS TO THE PRECISE FEDERAL, STATE, LOCAL AND OTHER TAX CONSEQUENCES OF ACQUIRING, OWNING AND DISPOSING OF THE TOKENS.

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TOKEN ALLOCATION

The Company intends to allocate the maximum amount of Helix™ tokens qualified in this Offering in the manner set forth below:

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USE OF PROCEEDS

This Use of Proceeds section is based upon the amount of Tokens sold to the investing public pursuant to the Token Allocation set forth above. See “Token Allocation.”

We intend to use the net proceeds for the following purposes in the following order: (a) towards the fees and expenses associated with qualification of this Offering under Regulation A, including legal, auditing, accounting, transfer agent and other professional fees; (b) towards the implementation of our business plan, including but not limited to: (i) completion of the Knowbella Platform Development, (ii) ongoing legal and regulatory interaction and relations, (iii) community building/development around the Helix™ community, (iv) marketing of the Knowbella Platform™; and (v) potential strategic acquisitions; and (c) the balance towards operating capital and reserves. In the event that we sell less than the maximum amount of Tokens offered hereunder, our first priority is to pay fees associated with the qualification of this Offering under Regulation A. No proceeds will be used to compensate or otherwise make payments to officers except for ordinary payments under employment, consulting or retainer agreements; see “Compensation of Directors and Executive Officers.”

If the maximum amount of Tokens offered hereunder are purchased, we expect to receive net proceeds from this Offering of approximately $15,966,667 after deducting estimated maximum expenses of $700,000. However, we cannot guarantee that we will sell all of the Tokens being offered by us. The following table summarizes how we anticipate using the net proceeds of this Offering, depending upon whether we sell 25%, 50%, 75% or 100% of the Tokens being offered in the Offering:

Assuming the successful closing of this Offering, the successful Knowbella Platform Development and the availability of funds after the Offering, we intend to seek the acquisition of some or all of Open Therapeutics to round out the Company’s intellectual property portfolio and to consolidate the Knowbella Platform™ and the Therapoid™ Platform for holders of the Helix™ tokens. The Company estimates that such strategic acquisition may cost around $5,000,000.

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We believe that if we sell the maximum amount of Tokens in this Offering, the net proceeds together with our current resources will allow us to operate for at least the next 36 months. We also reserve the right to change the use of the proceeds if our business plans change in response to market and regulatory conditions. Accordingly, our management will have significant flexibility in allocating the net proceeds of this Offering.

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THE COMPANY

Summary of the Company

Knowbella Helix Inc. is a Delaware corporation with its headquarters in Cincinnati, Ohio and is a wholly-owned subsidiary of Knowbella Tech LLC, a Delaware limited liability company. We are in a time where “open” collaboration is proliferating in areas such as computer programming (i.e., Linux^®, Redhat^®, Github^®, etc.) and healthcare (i.e., the Gates Foundation^®, Cancer Moonshot Initiative, etc.). This open collaboration is helping solve significant challenges and creating new opportunities for business. Knowbella proposes to advance this movement through opening up orphan and dormant (idle) intellectual property in an open science platform known as the “Knowbella Platform™”.

The Knowbella Platform™ is intended to be a collaborative scientific ecosystem that crowdsources the global scientific and engineering communities around orphan and dormant intellectual property, funding, and Helix™ tokens. We aim to help scientists around the world find previously hidden knowledge, connect with others to grow that knowledge, disseminate their findings more quickly than through traditional publishing models, and reward them for their contributions to the scientific community.

Knowbella plans to solve a significant problem where the era of patents and the promise of riches has severely hindered the dissemination and proliferation of knowledge. In addition, it is estimated that the global value of intellectual property that is dormant (or orphan) is $4 trillion (Hovis, 2014). We believe intellectual property is orphaned by institutions such as universities and corporations as well as individual inventors typically due to budget constraints as well as lack of market insights.

We anticipate solving this significant problem by removing the silos of innovation and building a web-based crowdsourcing platform to enable researchers and scientists to collaborate in an open science ecosystem.

As all products and publications are based upon intellectual property utilized within the Knowbella Platform™, all progress must be made available under a Creative Commons 4.0 and Copyleft model. The contributions also serve to enhance the social good. The Knowbella Platform™ will serve as a place where inventors, institutions, researchers, educators, students and citizen scientists can work together for the benefit of humankind.

While Knowbella was formed in 2018 for the purposes of conducting this Offering, its parent company, Knowbella Tech LLC, a Delaware limited liability company (“Knowbella Parent”) was formed in September 2016 and there is a rich history behind its evolution into the “open science” collaboration platform that it is today. In 2016, Knowbella Parent solely licensed the U.S. patent-pending collaboration platform Therapoid™ (the “Therapoid™ Platform”) from Open Therapeutics, LLC, an Ohio limited liability company (“Open Therapeutics”), which has been sublicensed to Knowbella pursuant to that certain Amended & Restated License Agreement (the “License Agreement”), a copy of which is attached hereto as an exhibit. Although still in “soft launch” pilot phase, the Therapoid™ Platform has already begun to attract scientists around the world to its open collaboration value proposition. The pilot site for the Therapoid™ Platform can be found at https://Therapoid.net. The Knowbella Platform™ will complement the Therapoid™ Platform by consisting of dormant intellectual property with non-therapeutic applications, whereas the Therapoid™ Platform will consist of dormant intellectual property with therapeutic applications. Leveraging this existing platform saves time and resources accelerating market penetration.

Concurrent with this Offering and pursuant to the License Agreement, the Knowbella Platform™ will be available for use by holders of Helix™ tokens. However, Knowbella will likely outsource smart contracts, wallet, and other feature developments, including further expansion of the Knowbella Platform™ to third party developers, which is expected to be finalized within three to six months after qualification of this Offering, although no guarantee can be made regarding such timeline (the “Knowbella Platform Development”). Continuous improvement and updates will occur after the Knowbella Platform Development as necessary or desirable and as determined by the Company. Prior to the Knowbella Platform Development, purchasers of Helix™ will have access to the Knowbella Platform™ in its current form and will have access to their Helix™ tokens in any wallet provided by such purchaser, with a Knowbella-specific wallet likely becoming available for the Helix™ tokens after completion of the Knowbella Platform Development.

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The Knowbella Mission

The Knowbella Platform™ is intended to provide a matching service for intellectual property producers looking to derive value from dormant intellectual property, and intellectual property consumers, the scientists who perform new research based on that intellectual property. Knowbella has the potential to add market value to the nearly $4 trillion of underused intellectual property.

By open sourcing intellectual property into a crowdsource platform, Knowbella believes that it enables knowledge and value to grow in untold new and different directions, disrupting the patent-driven silos of knowledge and the artificial borders that currently exist in research and development. We intend to open up and decentralize science in order to maximize social good, generate economic incentives, and improve our world. The Knowbella philosophy is based upon bringing collaboration back to science, particularly among underserved scientists. This is the way science once was and we believe it is a wave of the future.

The Problem

Dormant and orphan intellectual property

Dormant and orphan intellectual property sits on the shelves of many corporations, universities, investor workspaces and other locations. The research, data, and insights within this intellectual property are never published or shared, due to budgetary constraints, lack of market insights, lack of awareness of the intellectual property, or lack of perceived marketability and value. Technology transfer officers (or similar officer positions) must make tough decisions on which intellectual property has marketability. However, those decisions are often based on the limits of the jurisdiction in which the intellectual property was filed or budgetary constraints. When that intellectual property is opened up to the global scientific community, new opportunities never previously envisioned may be realized.

Protectionist Research Silos

Science is a social endeavor, but in today’s competitive environments, we believe much of Western modern science is conducted in “patent silos” – scientist working in isolation, their research locked down within the boundaries of institutions. This hinders knowledge growth, discoveries and innovation.

Cumbersome, Time-Consuming Peer Review Process

Many scientists are frustrated with the costs, timeline, and procedures required to get their research reviewed and published. Publisher peer review and workflow processes can take up to a year or more and require a serious investment of additional researcher time. The researcher’s work sits idle instead of being advanced into the global scientific community.

Awkward Funding Relationships

Grant funders depend on published research as verification of their financial support, so they have to navigate the same cumbersome, time-consuming system. Sponsors looking to drive innovation have to deal with too many third parties and “middle men” to support the research they believe in.

Public Knowledge Gap

A great divide exists between the professional scientific community and the public. Increasing awareness and enthusiasm toward scientific innovation is critical to improving our society and environment. We believe there is an opportunity to bridge any gap between science and the public to grow support and continue funding scientific research.

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Lack of Access for Underserved Scientists

Globally, there are many scientists that want to collaborate with fellow researchers, but have limited or no access to intellectual property and collaborative tools. They also want access to key opinion leaders who influence careers and facilitate pathways to publishing and funding. Underserved scientists have great potential to make significant contributions to science, but many cannot afford access to scientific journals or basic lab equipment.

Fragmented Innovation and Collaboration Tools

A large number of excellent tools and services exist to support and enhance scientific collaboration, innovation, and development, but they are fragmented across multiple vendors and systems. This creates great inefficiencies that slow the pace and quality of innovation. There is no end-to-end ecosystem that serves intellectual property producers and consumers rather than the needs of the tool and service providers.

Diverse, Complex Transactions

Science happens in a transactional space. Grant funding is a transaction of money. Publishing is a transaction of information. Peer review is a transaction of time and expertise. There are many players (scientists, funders, institutions, publishers, etc.) and many assets (intellectual property, money, equipment, knowledge, etc.). The complex exchange of these diverse assets among the many players raises concerns of trust and security. Any solution must address these concerns.

There is a better way.

The Solution and Product

The better way—reduce the barriers to intellectual property access and time to publication. Provide scientists and researchers around the globe with intellectual property, community and tools with which to innovate. Bring value to intellectual property that would previously have languished as abandoned and worthless. Develop a currency for transactions in the scientific realm, one that rewards scientists for doing the science that they love. This is the intent of Knowbella.

The Knowbella Platform™’s end-to-end scientific collaboration ecosystem is designed to solve the challenges of the current scientific research environment. We believe the platform will unlock dormant intellectual property and provide significant rewards and incentives to researchers to build on that intellectual property to advance science.

Open Intellectual Property

Knowbella opens up intellectual property for the benefit of all. Dormant intellectual property brings no value to the institution or inventors. In some cases, the intellectual property might actually be costing money. By out-licensing dormant intellectual property to an open platform, scientific institutions can unlock the value of their intellectual property by exposing it to a global community of science-minded users. Interdisciplinary open review of dormant intellectual property may produce new applications and discoveries that otherwise may never develop. Opening up this locked-down knowledge to the wisdom of the crowd could result in significant discoveries and innovations.

Open Science and Research

Knowbella makes open intellectual property available to a community of professional researchers, citizen scientists, teachers, students, and enthusiasts – anyone looking to contribute to the advancement of discoveries and innovations. By collaborating across borders and institutions, we can accomplish great things and improve our

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world. All research based upon intellectual property within the Knowbella Platform™ must be made available under a Creative Commons 4.0 and Copyleft model. This Open Data and Open Access model is novel for the modern science culture, but it returns science to the open and collaborative model that fostered world-changing discoveries such as the cure for smallpox.

Accessible Peer Review Process

The Knowbella Platform™ supports the “Open Access” publishing model, and so intends to put much of the control of publishing science back into the researcher’s hands. Since all research is open, authors may seek “pre-peer review” at any point in the manuscript development process so potential problems can be addressed before a significant investment of time is made. Finished manuscripts will be uploaded to a Preprint server for further review and for Open Access publishers to compete to publish them.

Direct Funding Relationships

Whether from large grant-issuing institutions or crowdsourcing philanthropic donations, the Knowbella Platform™ connects available funds with researchers and establishes mutual trust, transparency and accountability via blockchain technology. As a result, the Knowbella Platform™ will promote the success of shared research goals.

Engaged, Empowered Public

The Knowbella Platform™ will enable everyday enthusiasts and citizen scientists to learn, collaborate, observe, donate funds, and even vote on projects that should receive funding. With market acceptance of the Knowbella Platform™, donations, grants, and sponsored research will grow, continuing to bridge the gap and empowering both scientists and science-minded citizens.

Access for Underserved Scientists

Knowbella’s Open Research model is intended to enable scientists to gain access to knowledge, networking, and resources that have previously been out of reach. Scientists can collaborate across the globe, do research around open intellectual property, acquire equipment through an Asset Exchange, and review the findings of research projects as they are underway. Fulfillment of this unrealized potential benefits both individual scientists and the cause of science.

Integrated Innovation and Collaboration Tools

Knowbella’s end-to-end ecosystem will gather inventors, institutions, researchers, foundations, educators, students and citizens together, and gives them the tools to work together to advance science. Free access to the platform includes open intellectual property, network and community building features, communication and collaboration tools, a grant management system, manuscript development process, preprint server, free equipment exchange, and advanced search and matching tools to find and connect with the people, projects, content, and resources most relevant to each user’s interests and goals.

Smart Contract Transactions

Knowbella uses Smart Contracts on the Ethereum blockchain to transact within the platform, with Helix™ tokens as “The Currency of Science.” Smart Contracts will be the foundation upon which the Knowbella scientific community is decentralized and self-governing. Transactions will be stored on the Ethereum blockchain, providing transparency, efficiency, and security for all parties. Helix™ tokens are also the currency of the Knowbella rewards system, incentivizing users to grow the Knowbella community.

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Why Blockchain? Why Ethereum?

At Knowbella’s core is fostering open science, free of artificial boundaries or restrictions where participants can interact with one another in a trusted manner. Blockchain can help us enable decentralized trust in ways that were not previously possible. Knowbella seeks to utilize these new capabilities to create a trusted network for scientists to collaborate, conduct transactions, and share their discoveries; and it sets the stage for inconceivable innovation in the future.

Blockchain technology has been widely recognized as the driver of the next seismic shift, comparable to the impact of the Internet in the 1980s. Ethereum’s ingenuity and leadership clearly demonstrate that it is a key innovator of the technology’s development. Integrating Ethereum blockchain technology into the Knowbella Platform™ will not only enable solutions to long-standing barriers to scientific innovation, it will fuel the growth of the Knowbella community with the power of cryptocurrency and anchor Knowbella firmly in a prime position to realize the promise of the blockchain.

The blockchain-powered Knowbella Platform™ will enable the most suitable solutions, assets and human capital from around the globe to become available to regional or even specific local communities in a cost-effective manner, unencumbered by foreign intellectual property laws and incompatible business practices.

Moving scientific data from centralized storage to a blockchain protects it against system failure, fraud, censorship and other security risks. With a blockchain, the research and its provenance can be stored via a storage protocol such as Ethereum’s Swarm or the “InterPlanetary File System” (IPFS). These decentralized and distributed systems can store and relay large volumes of information, without the potential downfalls of large, centralized servers.

With the Ethereum blockchain’s smart contracts and immutable ledger powering transactions of funds, research, resources, staffing, and more, we can minimize friction and costs typically associated with the conduct of science in research institutions.

Ethereum blockchain technology streamlines a comprehensive ecosystem around open technologies, empowering the Knowbella Platform™ and community with a framework for unimaginable innovations based on blockchain transactions.

FOR MORE DETAILED INFORMATION ABOUT THE KNOWBELLA PLATFORM™, THE HELIX™ TOKENS AND THE BUSINESS PLAN, SEE THE KNOWBELLA WHITEPAPER ATTACHED HERETO AS AN EXHIBIT.

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THE TOKENS

About Helix™ Tokens

The Helix™ token will serve multiple important functions on the Knowbella Platform™:

While some of these functions could be served with blockchain and an existing cryptocurrency or token, by using the Helix™ token dedicated to this particular scientific ecosystem, a critical mass may be more quickly realized and mobilized, and the funds from a token sale ensure that the tools are developed as quickly as possible.

About Knowbel™ Tokens

Knowbella intends to also issue an internal, non-fungible cryptographic token based on the ERC-721 standard. The Knowbel™ token serves to digitally represent its assigned owner in certain matters of voting. These tokens will be issued to users once they are recognized as a constructive member of the platform. Members prove themselves simply by performing a combination of the same actions on the Knowbella Platform™ that they would perform to be rewarded Helix™.

Knowbel™ tokens will be issuable only by the Knowbella Platform™. They will be non-transferable and would never be available on an exchange. Members will only ever have at most one Knowbel™ token and which may be revoked by the Knowbella Platform™ should access to the member’s account be compromised.

Members who control a Knowbel™ token would be able to use this to vote on the Knowbella Platform™ on scientific matters; for example, the best proposal to be awarded grant funding.

Other Tokens

Other tokens may be created and issued within the Knowbella Platform™ for more tactical applications. For example, in the blockchain-enabled grant process (See below under “Sample Application: Grant Funding and Management) grant-specific ERC-20 tokens may be issued as a receipt. These tokens then permit voting rights by the grant funders when determining whether the resulting research satisfies the grant proposal’s goals.

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These sorts of tokens are tactical in nature, solve specific technical challenges and would not be sold by Knowbella or available on exchanges.

Token Wallets

Knowbella will use an ERC-20-compatible smart contract for its Helix™ tokens. As is normal for ERC-20 tokens, Helix™ will be stored on the Ethereum blockchain in a smart contract.

The wallet required for managing Helix™ is any standard Ethereum wallet that supports ERC-20 tokens, and since Helix™ may be publicly tradable (assuming there are any SEC-registered exchanges), any ERC-20 compatible wallet would be useful for managing Helix™.

However, after the Knowbella Platform Development, the Knowbella Platform™ will also provide an integrated wallet for its users to receive, send and otherwise manage Helix™, Knowbel™ and any other tokens it issues. During registration, each user can opt to create his, her or its wallet using a secure passphrase of their own choosing. The platform will encrypt the user’s private key with this passphrase. The Knowbella Platform™ will no longer have access to the user’s private key and therefore to their wallet. It is expected that the wallets will be available for the Helix™ tokens within three to six months after qualification of this Offering.

Summary of the Helix™ Tokens & Conversion and Voting Rights

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The above information is a summary only and is qualified by reference to the entire Stockholders’ Agreement of the Company, the Restated Certificate, as may be further amended and restated from time to time, and the Tokenholders’ Agreement, all of which are attached hereto as Exhibits. Investors should carefully read the entire agreements set forth on the Exhibits prior to investing in this Offering.

See “Risk Factors – Risks Related to the Offering” for a discussion of the limited public market and other consideration with respect to the Tokens.

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THE PLATFORM

Sample Application: Grant Funding and Management

Grant funding is the fuel that powers scientific research. We intend to offer grants to scientists applying to Request for Proposals (RFPs) from grant funders. Eventually, we anticipate matching grant funds from the large grant funders to be offered to the scientists to conduct research and produce publication outputs.

One of the key uses of the blockchain by Knowbella is for managing grant funding. By removing the expensive overhead of grant management usually conducted by attorneys and accountants, the blockchain will enable a higher amount of money to go directly to the scientists.

The following blockchain grant model is U.S. patent-pending (under the License Agreement) and represents only a single configuration as an illustration of the general model.

Researchers of the Knowbella community produce research proposals (A).

Proposals have defined a number of tranches, each defining:

When there are numerous proposals put forth by the community for a single Request For Proposal (“RFP”), the community may choose to vote (B), which will be put forward for funding. Community voting is enabled by the Knowbel™ token.

The winning research proposal is permanently and indelibly stored via Ethereum’s Swarm or IPFS (InterPlanetary File System) and its URL and its cryptographic hash is stored for future reference and verification in a newly instantiated smart contract representing the relationship between the grant funders and the researchers submitting the proposal. This “grant contract” (C) is also configured with the budget, time required for each of the tranches defined in the research proposal and other parameters. The new grant contract sits on the blockchain and waits to be funded.

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One or more grant funders provide funds (D) by sending Helix™ or Ether to the grant contract where it will be escrowed. In exchange, the smart contract will automatically issue grant tokens (E) in proportion to the funds received back to the funder to serve as both a receipt and as a voting instrument for future use.

The grant contract will continue to wait until it receives enough funds to satisfy the requirements of all tranches of the research proposal. If the smart contract fails to be sufficiently funded before an agreed deadline, grant funders may exchange their grant tokens for the funds they provided (as Helix™ or Ether).

If, however, the full amount of funding is received, parties are notified and the grant contract will begin the grant process either immediately, or on a preconfigured future date. Once begun, researchers receive funding (G) for the first tranche of research. This funding will be provided as Helix™ or Ether (whichever was provided by the funders), but the researchers are free to convert this into their local currency using third-party services.

Note that due to the relatively high volatility of the cryptocurrency market, escrowed Helix™ or Ether by itself is subject to relatively high foreign exchange risk. To mitigate this, the grant contract may be optionally configured to convert the remaining escrowed funds into a so-called “stablecoin” (such as Maker’s DAI token), at the time the grant process begins.

Since the grant process has now officially begun, researchers will use the funds issued and the time available to perform the required research (H). On or before the tranche’s deadline, researchers will present their deliverables (I) to the grant funders for review. Grant funders review the deliverables and vote (J), using their grant tokens, whether they believe the deliverables meet the criteria described for the respective tranche of work in the grant proposals.

If a vote doesn’t take place by the required time (F) as directed by the grant contract, or if the collective vote determines that the work does not meet the criteria, then the grant process is immediately terminated. Grant researchers may present their grant tokens to the grant contract to exchange them for their proportion of any funds remaining (K) in the grant contract. The grant funder may choose whether to receive the stablecoin, or the equivalent amount of Ether.

If the vote decides the research deliverables sufficiently meet the defined criteria, then the next tranche of work begins by converting a proportion of the stored stablecoin back into Ether, which is then sent to the researchers to fund the next tranche of work (G).

The process continues until all tranches are complete, or any one of them fails.

The grant process flow:

There is often backlash against charities where significant portions of donated monies are never actually used for the targeted research. The Knowbella model demonstrates transparent movement of all funds, and enables grant providers to target their monies to specific types of research.

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Other Transaction Applications

Crowd-Sourced and Community-Managed Grants

The process above could be modified to enable a collection of micro-funders to directly contribute to scientific research they believe in, similar to the Kickstarter model but with the benefits of smart contracts.

Intellectual Property Matching

As a matchmaking service between intellectual property producers and intellectual property consumers, the Knowbella Platform™ will create an opportunity that simply does not exist in a science and intellectual property space that has labored under a “protectionist” mentality. Contributions based on the intellectual property are shared back to the community, making each advance more valuable for the next researcher that looks at it, adopts it, takes it further, and so forth.

Intellectual Property Referrals and Reviews

To accelerate innovation, intellectual property consumers may be able to offer their earned Helix™ as a reward for the discovery of intellectual property relevant to specific research, and intellectual property producers could use Helix™ incentives to reviewers who identify their dormant intellectual property with the highest potential value.

Building Project Teams & Gig Economy

Platform members may be able to offer their earned Helix™ as an incentive to other members to join a new research project, provide specific key expertise on an as-needed basis, give early peer review on a manuscript-in-process, answer legal questions, and task work such as data formatting, technical writing, illustration, etc.

Equipment Transactions

It is intended that members of the Knowbella Platform™ may transact with Helix™ to purchase and sell goods and services, such as label equipment, consumables, shipping and maintenance, and emergent tools and services, from the vendor network hosted through the platform’s asset exchange. When Helix™ is tradeable on financial exchanges, vendors can convert to fiat currencies or other digital currencies such as Bitcoin or Ethereum, subject to confirmation that an SEC-registered exchange exists for Helix™ trading.

Licensed Platform

The Knowbella Platform™ is solely licensed by Knowbella Parent from Open Therapeutics which is then sublicensed from Knowbella Parent to Knowbella pursuant to the License Agreement.

After the completion of the Knowbella Platform Development, Knowbella intends to launch its scientific intellectual property platform using the same model used by Open Therapeutics for its Therapoid™ Platform. The Knowbella Platform™ will host all intellectual property other than therapeutic intellectual property, which is hosted on the Therapoid™ Platform. Examples of intellectual property categories that Knowbella will be able curate on its platform include agriculture, chemicals, mechanical and electrical engineered technologies, energy, ecological and “green” technologies and life sciences.

To accelerate our path to critical mass, liquidity, and scale, up to 500,000 early adopting scientists will be awarded with Helix™ tokens when they conduct science on the Knowbella Platform™.

Knowbella, through this Offering, will launch the Helix™ token for the global scientific community to serve as “The Currency of Science” for researchers and scientific vendors around the world.

The Helix™ initial price is $0.30 USD or equivalent amount of Ether or Bitcoin.

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Knowbella will only issue 166,666,667 Helix™ tokens (as set forth in the “Token Allocation” section) under this Offering. As the Knowbella Platform™ grows, both in terms of the number of active users and the number and types of transactions that occur between users, the demand for Helix™ token should grow. The economics of supply and demand would dictate that growing demand will create deflationary market pressure.

Early adoptor scientists will be rewarded Helix™ for adopting the Knowbella Platform™. The scientists’ contributions to research and collaboration on the Knowbella Platform™ earn Helix™. Numerous activities of the scientific community can be rewarded in Helix™. Scientists will be able to utilize their tokens within the ecosystem for the purchase of goods and services otherwise paid for by traditional payment methods or local fiat money. Hence, true token utility is created within the scientific community and within the ecosystem. This utility, combined with a high number of scientists performing work, should be recognized by Helix™ token purchasers and should create a liquid market, although there can be no assurances of such. This fundamental ability to earn and exchange Helix™ for goods and services within the ecosystem, or simply to exchange them for other cryptocurrencies or local fiat currencies, is a major incentive for active participants and the purchasers of the Helix™ token.

Helix Distribution

Helix™ tokens will be provided to Knowbella users. As shown in the table under “Token Allocation” and the graphs set forth below, the Company will provide Helix™ to scientists (“Users”) for collaborating and contributing intellectual property in the research ecosystem.

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Technical Solutions & Platform Architecture

The Knowbella Platform™ is based on the following:

Platform Business Model

Our Knowbella Platform™ business model will provide a scientific ecosystem that is expected to attract users and producers to interact and yield valuable data, analytics, and innovations. The “open” model has proven to be successful with other industries such as Redhat^® and Linux^® in open source computer programming. The Knowbella Platform™ will be an open repository for intellectual property (as Github^® is with open source projects); and, as a platform, we match intellectual property producers (inventors/authors) with intellectual property consumers (researchers/scientists).

Once we have collected the users within the Knowbella Platform™, the Company seeks to (1) monetize data and analytics, (2) sell analytics to for-profit companies, (3) strategically select and further develop assets from the community, and (4) provide consulting and employment opportunities for the researchers.

Once we have attracted the global scientific community, additional business models and revenue streams are expected to follow. Those revenue streams may include:

As blockchain technology is more broadly understood and accepted, we believe Knowbella will be well-positioned to capitalize on new opportunities to create value and grow the Company.

Competitive Landscape

We believe that, initially, the Knowbella Platform™ will compete with the following:

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PLAN OF DISTRIBUTION

The Company is offering a maximum of 166,666,667 Helix™ tokens at $0.30 per Token, on a best efforts basis, for an aggregate amount of $50,000,000, in a “Tier 2 Offering” under Regulation A. There is no minimum number of Tokens that needs to be sold in order for funds to be released to the Company for this Offering to close. The minimum number of subscriptions required per investor is 1,600 Tokens ($480), and subscriptions, once received, are revocable until they become irrevocable when both the offering circular is qualified by the SEC and the subscriptions are accepted by the Company. The Company expects to accept all subscriptions up to the maximum amount after this offering statement is qualified and to accept subscriptions and close on investments on a “rolling” basis. There is no escrow established for this Offering. The Tokens will be issued in book-entry electronic form only, provided that subsequent transfers of the Tokens will be recorded on the Ethereum blockchain and possession of the Token will signify ownership. VStock Transfer, LLC, a California limited liability company (“VStock”) is the transfer agent and registrar for the Helix™ tokens. VStock is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Transfer Agent Act. Their procedures and transactions are regulated and audited by the Securities and Exchange Commission.

This is a Regulation A, Tier 2 offering. The Company reserves the right to engage one or more agents, broker- dealers or other financial advisors in connection with the sale of the Helix™ tokens. Such agents, broker dealers or other financial advisors may be entitled to payments of fees, commissions, discounts and/or other remuneration as permitted by applicable law. Generally, unless otherwise indicated in any applicable supplement to this offering circular, any agent, broker-dealer or other financial advisor will be acting on a “best efforts” basis for the period of appointment. Such agents, broker-dealers and other financial advisors may be entitled under relevant placement agent or other agreements to indemnification by the Company against certain civil liabilities under the Securities Act of 1933, as amended, or to contribution with respect to payments which the agents, broker-dealers and other financial advisors may be required to make in respect thereof. Agents, broker-dealers and other financial advisors may be customers of, engage in transactions with, or perform services for the Company in the ordinary course of business. We have not entered into selling agreements with any broker-dealers to date.

If any subscription agreement for the purchase of Helix™ tokens is rejected by the Company in its sole discretion, then the subscription agreement and the funds for such investor shall be returned to the rejected investor without interest within fifteen (15) business days from the date of rejection. Any payments made in Bitcoin, Ethereum or any other non-U.S. Dollar currency may be converted into U.S. Dollars at any time after receipt by the Company. If the Company is to return funds to an investor, it may return funds in the form of U.S. Dollars and the Company will not be responsible for any fluctuations in price of such non-U.S. Dollar currency.

Upon closing under the terms as set out in this offering circular, funds will be immediately transferred to the Company (where the funds will be available for use in the operations of the Company’s business in a manner consistent with the “Use of Proceeds” in this offering circular). There is no escrow established for this Offering.

In order to facilitate investment in the Offering, individual investors may attempt to negotiate terms for the Helix™ tokens different from those described in this offering circular. In the event and to the extent that any investor is offered terms related to the Helix™ tokens that are different from those described in this offering circular, we will amend and/or supplement this offering circular to advise that all offerees shall be offered the same terms.

The Company may raise additional funds in the future by means of a follow-on offering and the issuance of additional securities. A follow-on offering would be open to additional investors; provided, however, that all investors in this Offering would be entitled to join such follow-on offering and subscribe for an amount of securities pursuant to the terms and conditions of the follow-on offering.

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In order to purchase the Helix™ tokens, a prospective investor must complete and electronically sign and deliver a subscription agreement to us, the form of which is attached as an exhibit to this offering statement, to which this offering circular relates, and send payment to us by check, wire transfer, ACH in Bitcoin or Ethereum as further described in the subscription agreement. Prospective investors must answer certain questions to determine compliance with the investment limitations set forth in Rule 251(d)(2)(i)(C) of Regulation A under the Securities Act, which is described more fully, below. This investment limitation does not apply to “accredited investors”, as that term is defined in Rule 501 under the Securities Act.

This Offering is made only by means of this offering circular, and prospective investors must read and rely on the information provided in this offering circular, and nowhere else, in connection with any decision to invest in Tokens.

Limitations on Your Investment Amount

Non-Accredited Investors

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 your net worth. 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, which states:

“In a Tier 2 offering of securities that are not listed on a registered national securities exchange upon qualification, unless the purchaser is either an accredited investor (as defined in Rule 501 (§230.501)) or the aggregate purchase price to be paid by the purchaser for the securities (including the actual or maximum estimated conversion, exercise, or exchange price for any underlying securities that have been qualified) is no more than ten percent (10%) of the greater of such purchaser’s:

(1) Annual income or net worth if a natural person (with annual income and net worth for such natural person purchasers determined as provided in Rule 501 (§230.501)); or

(2) Revenue or net assets for such purchaser’s most recently completed fiscal year end if a non-natural person.”

Accredited Investors

There is no limit to the amount of investment made by accredited investors. To be an accredited investor, an investor must meet one of the following:

(1) An individual who had income in excess of $200,000 in each of the two most recent years (or joint income with his or her spouse in excess of $300,000 in each of those years) and has a reasonable expectation of reaching the same income level in the coming year;

(2) An individual who has a net worth (or joint net worth with his or her spouse) in excess of $1,000,000 (excluding the value of such individual’s primary residence);

(3) An individual retirement account (“IRA”) or revocable trust and the individual who established the IRA or each grantor of the trust is an accredited investor based on (1) or (2) above;

(4) A self-directed pension plan and the participant who directed that assets of his or her account be invested in the Company is an accredited investor on the basis of (1) or (2) above and such participant is the only participant whose account is being invested in the Company;

(5) A pension plan which is not a self-directed plan and which has total assets in excess of $5,000,000;

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(6) An irrevocable trust which consists of a single trust (i) with total assets in excess of $5,000,000, (ii) which was not formed for the specific purpose of investing in the Company and (iii) whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risk of the prospective investment;

(7) A corporation, partnership or a Massachusetts or similar business trust, that was not formed for the specific purpose of acquiring an interest in the Company, with total assets in excess of $5,000,000; or

(8) An entity in which all of the equity owners are accredited investors.

For general information on investing, we encourage you to refer to www.investor.gov.

Foreign Restrictions on Purchase of Tokens

The Company has not taken any action to permit a public offering of the Tokens outside the United States or to permit the possession or distribution of this offering circular outside the United States. Persons outside the United States who come into possession of this offering circular must inform themselves about and observe any restrictions relating to this Offering and the distribution of the offering circular outside the United States.

Offering Period and Expiration Date

The Company expects to commence the Offering on or within two (2) calendar days of the date the offering circular is qualified by the SEC. The Offering will terminate on the first of: (i) all of the Tokens offered are sold; or (ii) the close of business thirty-six (36) months after the date that this Offering is deemed qualified by the SEC, unless sooner terminated by the Company.

Testing the Waters and Procedures for Subscribing

The Company will use its existing website, www.knowbella.tech, to provide notification of this anticipated Offering. Prior to the qualification of the Offering by the SEC, if you desire information about this anticipated Offering, you would go to www.knowbella.tech and click on the “Learn More” button. The Knowbella website will redirect you, as a prospective investor, via the “Learn More” button to a page on the website where prospective investors are asked to provide certain information about themselves, such as his, her or its name, e-mail address, and the interest in learning more about this token sale, constituting a non-binding indication of interest (“Interest Holders”). This offering circular as well as amendments to this offering circular prior to qualification by the SEC will be furnished to prospective investors for their review via download 24 hours per day, 7 days per week on the website as well. All Interest Holders have received and will continue to receive a series of comprehensive educational emails explaining the entire process and procedures for subscribing in the Offering and “what to expect” on the website.

Potential investors, including, but not limited to Interest Holders, may at any time make revocable offers to subscribe to purchase shares of our Helix™ tokens. Such revocable offers will become irrevocable when both the offering statement is qualified by the SEC and the subscriptions are accepted by the Company.

Helix™ Tokens Eligible for Future Sale

Prior to this Offering, there has been no public market for the Company’s Helix™ tokens.

Updates of Information

In compliance with Rule 253(e) of Regulation A, the Company shall revise this offering circular during the course of the Offering whenever material developments have occurred, there has been some fundamental change in the information initially presented, or if any information herein has become false or misleading in light of existing circumstances. Such updates shall also be provided to include updated annual financial statements and shall be filed as an exhibit to the offering statement and be requalified under Rule 252.

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Expenses

The Company will be responsible for and pay all expenses relating to this Offering, including, without limitation, (a) all filing fees and expenses relating to the qualification of this Offering with the SEC; (b) all fees and expenses relating to the registration or qualification of the Tokens as required under state blue sky laws, including the fees of counsel selected by us; (c) the costs of all preparing and printing of the offering documents; (d) the costs of preparing, printing and delivering any documents/certificates representing the Tokens, if any; (e) fees and expenses of the transfer agent, if any, for the Tokens; and (f) the fees and expenses of our accountants and the fees and expenses of our legal counsel and other agents and representatives. We expect the total expenses to be paid by us will be at least $700,000.

State Blue Sky Information

We intend to submit notice filings regarding this Offering and sales to retail investors in various states as may be required under applicable state blue sky laws. Following this Offering, we intend to comply with the ongoing reporting requirements of Regulation A and file annual reports on Form 1-K, semiannual reports on Form 1-SA, and current event reports on Form 1-U. We intend to submit filings to qualify the Tokens for secondary trading in such states as determined by our management.

If we fail to comply with state securities laws where our securities our sold, we may be subject to fines and other regulatory actions against us. We intend to take the steps necessary to help insure that offers and sales in this Offering are in compliance with state blue sky laws, provided, however, there can be no assurance that we will be able to achieve such compliance in all instances, or avoid fines or other regulatory actions if we are not in compliance.    

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis contains forward-looking statements. You should not place undue reliance on forward-looking statements, and you should consider carefully the statements made in “Risk Factors” and elsewhere in this offering circular, identifying important factors that could cause actual outcomes to differ from those expressed or implied in our forward-looking statements, and that could materially and adversely affect our business, operating results and financial condition.

This Management’s Discussion and Analysis should be read together with the financial statements and notes thereto, included elsewhere in this offering circular.

Management’s Discussion & Analysis of Knowbella

Overview

Knowbella Helix Inc. was incorporated on February 23, 2018, in the state of Delaware. Our headquarters are located in Cincinnati, Ohio. When the Knowbella Platform™ is completed, we will offer a collaborative scientific ecosystem that crowdsources the global scientific and engineering communities around orphan and dormant intellectual property.

Results of Operations

As of February 23, 2018, we have not generated any revenue. As of the same date, cash used in operating activities of $0 was attributable to a net loss of $1,000 offset by cash inflows of $1,000 from changes in operating assets and liabilities. The change in operating assets and liabilities was attributable to a $1,000 increase in accrued expenses relating to professional fees.

Liquidity and Capital Resources

On April 17, 2018, we received a capital contribution from our sole shareholder, Knowbella Tech LLC (“Knowbella Parent”), in the amount of $100.

As of February 23, 2018, we had $0 in cash. We will incur significant additional costs for the planning and development of the Knowbella Platform™ and the utilization of the platform with Helix™ tokens and intend to continue to fund our operations with funding received through this Offering and additional debt and/or equity financing as determined to be necessary. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned operations, which could harm our business, financial condition and operating results. Accordingly, our independent auditors report includes a paragraph regarding substantial doubt about our ability to continue as a going concern.

The funds raised in this Offering will be primarily used to complete and launch the Knowbella Platform Development and to begin the utilization of the platform with Helix™ tokens. We anticipate that it will take approximately $16.7 million in capital to fund our developmental operations for a period of 36 months.

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Management’s Discussions & Analysis of Knowbella Parent

Overview

Knowbella Tech LLC (“Knowbella Parent”) was originally formed on September 1, 2016 in Ohio and was later converted to Delaware on November 13, 2017. Our headquarters are located in Cincinnati, Ohio.

Results of Operations

For the period ending December 31, 2017, we did not generate any revenue. For the same period, cash used in operating activities of $5,095 was attributable to a net loss of $454,377 partially offset by cash inflows of $252,644 from increases in equity-based compensation and $196,638 from changes in operating assets and liabilities. The change in operating assets and liabilities was primarily attributable to a $196,488 increase in accrued expenses.

Liquidity and Capital Resources

In 2016, we raised $2,000 through issuing a convertible note, which accrued interest at 4% and was due on November 1, 2019. On October 17, 2017, this note was converted into 5,300 Class A membership units with a fair value of $2,080. In 2017, we raised approximately $30,000 through issuing convertible unsecured notes, which accrue interest at 4% and are due on November 15, 2022. The notes are convertible into Class A units in accordance with the terms of the note agreement.

We are authorized to issue Class A, Class B, and Incentive units. Each unit holder has the right to receive a return of capital, an allocation of profits and losses, and distributions in accordance with the terms of our Limited Liability Company Agreement. In 2016, we issued 1,000,000 Class A membership units. As of December 31, 2016 and December 31, 2017, there were 1,000,000 and 1,078,055 Class A units outstanding, respectively. The increase in the number of Class A units outstanding is attributable to the exercise of the note and the exercise of warrants issued to employees and non-employees as equity-based compensation in 2017. Additionally, in 2016, we issued an immediately exercisable warrant for 158,780 Class B membership units to Open Therapeutics, LLC in exchange for the license of the Therapoid™ Platform. As of December 31, 2017, the fair value of the warrant instrument was $306,455. Since December 31, 2017, we have also issued warrants to employees and non-employees for 71,889 Class B units.

As of December 31, 2016, we had $87 in cash, and as of December 31, 2017, we had $25,126 in cash. On January 25, 2018, we issued a short-term loan to Open Therapeutics in the amount of $5,000, which has subsequently been repaid in full. We will incur significant additional costs for the planning and development of the Knowbella Platform Development and intend to continue to fund our operations with funding received through this Offering and additional debt and/or equity financing as determined to be necessary. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned operations, which could harm our business, financial condition and operating results. Accordingly, our independent auditors report includes a paragraph regarding substantial doubt about our ability to continue as a going concern.

The funds raised in this Offering will be primarily used to complete and launch the Knowbella Platform™ and to begin the utilization of the platform with Helix™ tokens. We anticipate that it will take approximately $16.7 million in capital to fund our developmental operations for a period of 36 months.

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DIRECTORS, EXECUTIVE OFFICERS AND OTHER SIGNIFICANT EMPLOYEES

Mr. Mark Pohlkamp, Chief Executive Officer, Chief Financial Officer and Board Member: Over 20 years of technology sales, start-ups, and business development experience. He earned his Bachelors of Science in Mechanical Engineering from the University of Missouri where he also earned an athletic scholarship in swimming. He started his career at Boeing Military Airplane Company as a Flight Test Engineer on the B52/B1 Bomber Advanced Cruise Missile Programs. He went on to earn his MBA in Marketing & Sales at Xavier University in Cincinnati, Ohio to transition into aircraft sales at Boeing. Mark left Boeing to pursue his entrepreneurial dreams by joining a variety of engineering and technology start-ups such as an Autodesk spin-off and start-up acquired by Elsevier, a global information analytics business. He led many start-up teams in evangelizing sales & business development traction. He was a leader in sales performance and broke revenue records at many of his start-up companies. Most recently he helped launch and exit a consulting firm in the electronic medical records space that achieved $60 million in revenues in 4 years. Mark lives in the Cincinnati, Ohio area.

Mr. Jason E. Barkeloo, Founder and Board Chair. The concept of crowdsourcing the entire global scientific community was founded nine years ago after two previous startups. He completed a U.S. Army career, including as laboratory operations officer of the Walter Reed Army Institute of Research Medical Detachment.; BA, Ohio State University; MA, Antioch University, PhD work, Antioch University but departed to launch first company.

Mr. Martin Koistinen, Consulting Director of Software Development: A 25-year experienced software engineer and patent-holder whose experience spans information security, smart cards, biometrics, crypto-currency mining, blockchain, machine learning and more. Martin has led leading-edge projects in the public and private sector for multinational telecoms, energy, financial and other institutions across Europe and the U.S.A. Although he has experience in countless programming languages, Martin is currently focused on Django and Python and serves as a core developer on globally popular open sources.

Disclosure of Family Relationships

None.

Involvement in Certain Legal Proceedings

None.

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Compensation information for the Company’s three highest paid persons who were directors or executive officers during the last fiscal year is as follows:

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SECURITY OWNERSHIP OF MANAGEMENT AND OTHER SECURITYHOLDERS

The following table sets forth the numbers and percentages of our outstanding voting securities as of December 31, 2017 for Knowbella Parent and May 31, 2018 for Knowbella (as qualified in the footnotes thereto) by:

Beneficial Ownership of the Company

The Company’s voting securities consist of Class A Common Stock. Non-voting securities consist of Class H Common Stock. Beneficial ownership is determined in accordance with SEC rules and generally includes sole or shared voting or investment power with respect to voting securities. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any voting securities that such person or any member of such group has the right to acquire within 60 days of the date of this offering circular. For purposes of computing the percentage of the Company’s outstanding voting securities held by each person or group of persons named above, any securities that such person or persons has the right to acquire within 60 days of the date of this offering circular are deemed to be outstanding for such person, but not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. Beneficial ownership as determined under SEC rules is not necessarily indicative of beneficial or other ownership for any other purpose. The inclusion herein of any securities listed as beneficially owned does not constitute an admission of beneficial ownership by any person.

Unless otherwise indicated below, the business address of each person or entity listed is c/o Knowbella Helix Inc., P.O. Box 30085, Cincinnati, Ohio 45230.

Beneficial ownership representing less than 1% is denoted with an asterisk (*):    

Beneficial Ownership of Knowbella Parent – Knowbella Tech LLC

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INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Jason E. Barkeloo, the holder of a majority of Knowbella Parent’s outstanding voting units and a member of the Board of Directors of the Company, also maintains a controlling interest in Open Therapeutics. In addition, Mark Pohlkamp is an advisor and less than 1% owner of Open Therapeutics. Knowbella Parent has entered into an exclusive license agreement with Open Therapeutics, which has been sublicensed to the Company pursuant to the License Agreement. Knowbella Parent or the Company may engage in other transactions with Open Therapeutics, including, without limitation, amending the License Agreement and the acquisition of some or all of the equity interests in Open Therapeutics. Mr. Barkeloo and Mr. Pohlkamp may have a conflict of interest with respect to any additional transaction between the Company, Knowbella Parent and Open Therapeutics and may profit from any transaction we may have with Open Therapeutics. In addition, Mr. Barkeloo has a consulting arrangement with Open Therapeutics pursuant to which he is paid $100 per hour for certain IT services provided to the company. Other than the license and the consulting arrangement, there are no understandings, agreements, contracts or agreements to enter into any transaction with Mr. Barkeloo or Open Therapeutics.

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INDEPENDENT AUDITORS

The financial statements of Knowbella Tech LLC (“Knowbella Parent”) as of December 31, 2017 and December 31, 2016 included in Annex A to this offering circular have been audited by Clark Schaefer Hackett & Co., independent auditors, as stated in their report appearing therein.

The financial statements of Knowbella Helix Inc. as of February 28, 2018 included in Annex A to this offering circular have not been audited.

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LEGAL MATTERS

Certain legal matters with respect to the Tokens offered hereby will be passed upon by Keating Muething & Klekamp PLL.

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WHERE YOU CAN FIND MORE INFORMATION

The Company has filed an offering statement on Form 1-A with the Commission under Regulation A of the Securities Act with respect to the Helix™ tokens offered by this offering circular. This offering circular, which constitutes a part of the offering statement, does not contain all of the information set forth in the offering statement or the exhibits and schedules filed therewith. For further information with respect to us and our Helix™ tokens, please see the offering statement and the exhibits and schedules filed with the offering statement. Statements contained in this offering circular regarding the contents of any contract or any other document that is filed as an exhibit to the offering statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the offering statement. The offering statement, including its exhibits and schedules, may be inspected without charge at the public reference room maintained by the Commission, located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, and copies of all or any part of the offering statement may be obtained from such offices upon the payment of the fees prescribed by the Commission. Please call the Commission at 1-800-SEC-0330 for further information about the public reference room. The Commission also maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The address of the site is www.sec.gov.

The Company also maintains a website at www.knowbella.tech. After the completion of this Offering, you may access these materials at our website free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the Commission. Information contained on the Company’s website is not a part of this offering circular and the inclusion of our website address in this offering circular is an inactive textual reference only.

After the completion of this Tier II, Regulation A offering, the Company intends to become subject to the information and periodic reporting requirements of the Exchange Act. If the Company became subject to the reporting requirements of the Exchange Act, it would file periodic reports, proxy statements and other information with the Commission. Such periodic reports, proxy statements and other information will be available for inspection and copying at the public reference room and on the Commission’s website referred to above. Until the Company becomes or never becomes subject to the reporting requirements of the Exchange Act, it will furnish the following reports, statements, and tax information to each stockholder:

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PART III – EXHIBITS

Index to Exhibits

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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 on June 6, 2018.

Pursuant to the requirements of Regulation A, this Form 1-A has been signed by the following persons in the capacities indicated on June 6, 2018.

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FINANCIAL STATEMENTS OF KNOWBELLA HELIX INC.

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Knowbella Helix Inc.

Financial Statements

February 28, 2018

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TABLE OF CONTENTS

Table of Contents

Knowbella Helix Inc.

Balance Sheet

February 28, 2018

F-1

Table of Contents

Knowbella Helix Inc.

Statement of Operations

For the Period from February 23, 2018 to February 28, 2018

F-2

Table of Contents

Knowbella Helix Inc.

Statements of Changes in Stockholder’s Equity

For the Period from February 23, 2018 to February 28, 2018

F-3

Table of Contents

Knowbella Helix Inc.

Statement of Cash Flows

For the Period from February 23, 2018 to February 28, 2018

F-4

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Knowbella Helix Inc.

Notes to the Financial Statements

February 28, 2018

Knowbella Helix Inc. (the “Company”) is incorporated in the state of Delaware and is headquartered in Cincinnati, Ohio. The Company was organized on February 23, 2018 and is a wholly-owned subsidiary of Knowbella Tech LLC. The Company operates a scientific, software collaboration platform. The Company intends to issue cryptocurrency tokens (“Helix” tokens) to facilitate collaboration activity on its platform. Its principal activities to date have been the development of product and service offerings.

Basis of presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“US GAAP”).

Use of accounting estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates and assumptions.

Cryptocurrency holdings

At times, the Company may hold cryptocurrency-denominated assets such as Bitcoin or Ether and include them in other current assets in the balance sheet. Cryptocurrency-denominated assets are recorded at the lower of cost or market based on an average unit cost. Decreases in the value of these assets are charged to operations. Subsequent increases in the value of these assets through market price recoveries are recognized up to, but not beyond, the total previously recognized decreases in value.

Recent accounting pronouncements not yet adopted

In May 2014, Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This guidance outlines a single, comprehensive model for accounting for revenue from contracts with customers and prescribes expanded disclosure about revenue. The new standard is effective for the year ending December 31, 2019. Management is currently assessing the impact of the new standard.

The 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 has not commenced revenue generating activities. Since inception, the Company’s parent has relied on capital raising activities for working capital. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The Company intends to fund operations from proceeds from a securities offering to be made under Regulation A as promulgated by the Securities and Exchange Commission. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned operations, which could harm its business operations, financial condition and operating results. The financial statements do not include any adjustments that might result from these uncertainties.

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Knowbella Helix Inc.

Notes to the Financial Statements

February 28, 2018

The Company’s business plan contemplates the issuance of, and transactions conducted in, cryptocurrencies. Due to the emerging nature of cryptocurrencies, the regulatory, statutory and business practice framework surrounding commerce in cryptocurrencies is not well-developed. Management believes that the Company’s current and planned activities have been conducted in compliance with existing laws and regulations, and that the Company is not exposed to any matters that would have a material adverse effect on the financial condition or operations of the Company.

The Company has evaluated the impact of events and transactions that have occurred subsequent to the date of the financial statements through April 17, 2018, the date the financial statements were available to be issued, for the purposes of recognition and disclosure in the financial statements.

On April 17, 2018 the Company received the amount due from parent of $100.

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FINANCIAL STATEMENTS OF KNOWBELLA TECH LLC

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Knowbella Tech LLC

Financial Statements

December 31, 2017 and 2016

(with Independent Auditors’ Report)

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TABLE OF CONTENTS

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INDEPENDENT AUDITORS’ REPORT

The Members

Knowbella Tech LLC

Cincinnati, Ohio

We have audited the accompanying financial statements of Knowbella Tech LLC, which comprise the balance sheets as of December 31, 2017 and 2016, and the related statements of operations, changes in members’ equity, and cash flows for the year ended December 31, 2017 and the period September 1, 2016 (commencement of operations) to December 31, 2016, 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.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits 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 misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated 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.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Knowbella Tech LLC as of December 31, 2017 and 2016, and the results of its operations and its cash flows for the year and period then ended in accordance with accounting principles generally accepted in the United States of America.

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Emphasis of Matter

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has not commenced revenue generating activities and is reliant on raising capital to fund operations, which raises substantial doubt about its ability to continue as a going concern. Our opinion is not modified with respect to that matter.

Cincinnati, Ohio

April 17, 2018

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Knowbella Tech LLC

Balance Sheets

December 31, 2017 and 2016

F-3

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Knowbella Tech LLC

Statements of Operations

For the Year Ended December 31, 2017 and

the Period from September 1, 2016 to December 31, 2016

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Knowbella Tech LLC

Statements of Changes in Members’ Equity

For the Year Ended December 31, 2017 and

the Period from September 1, 2016 to December 31, 2016

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Table of Contents

Knowbella Tech LLC

Statements of Cash Flows

For the Year Ended December 31, 2017 and

the Period from September 1, 2016 to December 31, 2016

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Table of Contents

Knowbella Tech, LLC

Notes to the Financial Statements

December 31, 2017 and 2016

Knowbella Tech, LLC (the “Company”, or “Knowbella”) is a Delaware limited liability company headquartered in Cincinnati, Ohio. Accordingly, the members have limited liability with respect to their investment in the Company. The Company operates a scientific, software collaboration platform. The Company, through a subsidiary (see Note 10), intends to issue cryptocurrency tokens (“Helix” tokens) to facilitate collaboration activity on its platform. Its principal activities to date have been the development of product and service offerings, and capital raising.

Basis of presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“US GAAP”).

Use of accounting estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates and assumptions.

Cash

The Company maintains cash in bank deposit accounts at financial institutions where the balances may, at times, exceed the federally insured limits. The Company has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risks on its cash balances.

Intangible assets

Intangible assets are recorded at the fair value of the consideration paid to acquire them. Intangible assets with finite lives are amortized over their estimate useful lives. All intangible assets are reviewed annually for impairment or when events or circumstances indicate their carrying amount may not be recoverable. Management has determined that no impairment is indicated at December 31, 2017 and 2016.

Income taxes

The Company has elected to be treated as a partnership for federal income tax purposes. The members’ shares of the Company’s income or loss are passed through and included on their respective tax returns in accordance with the Company’s operating agreement. Accordingly, no liabilities or income tax provisions for federal or state income taxes are recorded in the accompanying financial statements.

Equity-based payments

The company accounts for warrants issued to employees under Accounting Standards Codification (“ASC”) 718, Share-Based Payment (“ASC 718”). Under this method, the cost of equity-based compensation to employees is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the award’s vesting period. The fair value of each award is estimated on the date of grant using the probability weighted expected return method.

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Table of Contents

Knowbella Tech, LLC

Notes to the Financial Statements

December 31, 2017 and 2016

The Company measures compensation expense for non-employee equity-based compensation under ASC 505, Equity. The fair value of the warrant award is used to measure the transaction, as this is considered more reliable than the fair value of the goods or services received. The fair value of each award is estimated on the grant date using the probability weighted expected return method, and is recorded on the date that the commitment for the counterparty’s performance has been reached, or the counterparty’s performance is complete.

The fair value of the equity-based instrument is charged to equity-based compensation or asset, and credited to members’ equity.

Fair value measurements

Generally accepted accounting principles define fair value, establish a framework for measuring fair value, and establish a fair value hierarchy that prioritizes the inputs to valuation techniques. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. Valuation techniques that are consistent with the market, income or cost approach are used to measure fair value.

The fair value hierarchy describes three levels of inputs that may be used to measure fair value:

Level 1 inputs are quoted prices in active markets for identical assets or liabilities.

Level 2 inputs are observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Cryptocurrency holdings

At times, the Company may hold cryptocurrency-denominated assets such as Bitcoin or Ether and include them in other current assets in the balance sheet. Cryptocurrency-denominated assets are recorded at the lower of cost or market based on an average unit cost. Decreases in the value of these assets are charged to operations. Subsequent increases in the value of these assets through market price recoveries are recognized up to, but not beyond, the total previously recognized decreases in value.

Recent accounting pronouncements not yet adopted

In May 2014, Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This guidance outlines a single, comprehensive model for accounting for revenue from contracts with customers and prescribes expanded disclosure about revenue. The new standard is effective for the year ending December 31, 2019. Management is currently assessing the impact of the new standard.

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Table of Contents

Knowbella Tech, LLC

Notes to the Financial Statements

December 31, 2017 and 2016

The 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 has not commenced revenue generating activities. Since inception, the Company has relied on capital raising activities for working capital. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The Company intends to fund operations with capital from additional equity and debt financings. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned operations, which could harm its business operations, financial condition and operating results. The financial statements do not include any adjustments that might result from these uncertainties.

In 2016, the Company entered into an exclusive perpetual license agreement for the use of a technology-enabled collaboration platform (“Therapoid”) with Open Therapeutics LLC, a company related through common ownership. The Company issued an immediately exercisable warrant for 158,780 Class B membership units in exchange for the license agreement. The Company has recorded the license agreement as an intangible asset on the balance sheet at the fair value of the warrant instrument issued of $306,455. Due to the perpetual license arrangement, management has assigned an indefinite useful life to the asset.

On November 15, 2017 the Company issued convertible unsecured notes totaling $30,000. The notes accrue interest at 4% and are due on November 15, 2022. The notes are convertible into Class A units in accordance with the terms of the Note agreement. The note holders were also issued a Simple Agreement for Future Tokens (“SAFT”) under which the holder may acquire Helix cryptocurrency tokens issued by a subsidiary of the Company (see Note 10).

On October 20, 2016 the Company issued a convertible note for $2,000. The note accrued interest at 4% and was due on November 1, 2019. On October 17, 2017 this note was converted into 5,300 Class A membership units.

Pursuant to the Company’s Limited Liability Company Agreement, the ownership interests in the Company are denominated in units. The Company is authorized to issue Class A, Class B, and Incentive units. Each unit holder has the right to receive a return of capital, an allocation of profits and losses, and distributions in accordance with the terms of the Agreement. Class A units have voting rights. Class B and Incentive units are non-voting. There were 1,078,055 and 1,000,000 Class A units outstanding at December 31, 2017 and 2016, respectively. There were no Class B units outstanding at December 31, 2017 or 2016.

The Company has issued equity-based instruments as compensation to both employees and non-employees. The instruments are structured as warrant agreements, are non-qualified, and are each subject to their own terms regarding vesting, exercise price, and term.

The fair value of each warrant issued is estimated on the date of grant using a probability weighted expected return valuation method that includes certain assumptions. In determining the fair value of the warrants granted in 2017 and 2016, those assumptions include: unit value of $1.93, expected volatility of 60.0%, expected dividends of 0%, an expected term of 5 years, and a risk-free rate of 1.84%.

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Table of Contents

Knowbella Tech, LLC

Notes to the Financial Statements

December 31, 2017 and 2016

The following table summarizes the employee warrants issued in 2017:

The following table summarizes the non-employee warrants issued in 2016 and 2017:

The equity-based compensation expense was $252,644 for the year ended December 31, 2017. As of December 31, 2017, there was approximately $266,022 of unrecognized compensation cost related to non-vested awards granted under the Plan. That cost is being recognized over a weighted-average period of one year or less.

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Knowbella Tech, LLC

Notes to the Financial Statements

December 31, 2017 and 2016

The Company’s business plan contemplates the issuance of, and transactions conducted in, cryptocurrencies. Due to the emerging nature of cryptocurrencies, the regulatory, statutory and business practice framework surrounding commerce in cryptocurrencies is not well-developed. Management believes that the Company’s current and planned activities have been conducted in compliance with existing laws and regulations, and that the Company is not exposed to any matters that would have a material adverse effect on the financial condition or operations of the Company.

The Company has licensed the Therapoid technology platform from Open Therapeutics LLC, a company related through common ownership.    The Company issued warrants valued at $306,455, as determined by a third-party valuation, in exchange for an exclusive perpetual license for the Therapoid platform. The license permits the Company to use the platform for any scientific purpose that is non-therapeutic in nature.

The Company has evaluated the impact of events and transactions that have occurred subsequent to the date of the financial statements through April 17, 2018, the date the financial statements were available to be issued, for the purposes of recognition and disclosure in the financial statements.

Subsequent to December 31, 2017, the Company issued additional employee and non-employee warrants for 71,889 Class B units.

On February 23, 2018 the Company formed a subsidiary, Knowbella Helix Inc. which was registered in the state of Delaware.

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Exhibit 2.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

(Pursuant to Sections 242 and 245 of the

General Corporation Law of the State of Delaware)

Knowbella Tech Inc, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

DOES HEREBY CERTIFY:

1. That the name of this corporation is Knowbella Tech Inc, and that this corporation was originally incorporated pursuant to the General Corporation Law on February 23, 2018. The corporation desires to change its name to “Knowbella Helix Inc.”

2. That the Board of Directors duly adopted resolutions proposing to amend and restate the Certificate of Incorporation of this corporation, declaring said amendment and restatement to be advisable and in the best interests of this corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor, which resolution setting forth the proposed amendment and restatement is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended and restated in its entirety to read as follows:

FIRST: The name of this corporation is Knowbella Helix Inc. (the “Corporation”).

SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.

FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is (i) 1,000 shares of Class A Common Stock, no par value per share (“Class A Common Stock”) and (ii) 4,000 shares of Class H Common Stock, no par value per share (“Class H Common Stock” and, together with the Class A Common Stock, “Common Stock”).

The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.

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A. CLASS A COMMON STOCK

The holders of the Class A Common Stock are entitled to one vote for each share of Class A Common Stock held at all meetings of stockholders (and written actions in lieu of meetings). There shall be no cumulative voting. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares of capital stock of the Corporation representing a majority of the votes represented by all outstanding shares of capital stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law. Subject to Section C, distributions and dividends may be made to the holders of Class A Common Stock when, how and if determined by the Board of Directors.

B. CLASS H COMMON STOCK

The Class H Common Stock is a non-voting class of stock, and the holders of Class H Common Stock are not entitled to vote at a meeting of the stockholders (or written actions in lieu of meetings). The holders of Class H Common Stock have no rights to distributions or dividends, except in the case of the liquidation events described in Part C below.

C. LIQUIDATION, DISSOLUTION OR WINDING UP; CERTAIN MERGERS, CONSOLIDATIONS AND ASSET SALES

Unless otherwise indicated, references to “sections” or “subsections” in this Part C of this Article Fourth refer to sections and subsections of Part C of this Article Fourth.

1. Distributions Upon Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the assets of the Corporation available for distribution to its stockholders shall be paid out as follows: (i) 75% to the holders of shares of Class A Common Stock then outstanding pro rata in proportion to their aggregate holdings of Class A Common Stock; and (ii) 25% to the holders of shares of Class H Common Stock then outstanding pro rata in proportion to their aggregate holdings of Class H Common Stock. The holders of Class H Common Stock shall not be entitled to any other distributions or dividends of the Corporation.

2. Deemed Liquidation Events.

2.1 Definition. Each of the following events shall be considered a “Deemed Liquidation Event” unless the holders of at least 75% of the outstanding shares of Class A Common Stock elect otherwise by written notice sent to the Corporation at least 10 days prior to the effective date of any such event:

2.1.1 a merger or consolidation in which

(a) the Corporation is a constituent party or

(b) a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation,

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except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or

2.1.2 the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

2.2 Effecting a Deemed Liquidation Event.

2.2.1 The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 2.1.1(a) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Section 1.

2.2.2 In the event of a Deemed Liquidation Event referred to in Subsection 2.1.1(b) or 2.1.2, if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within ninety (90) days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Class A Common Stock no later than the ninetieth (90^th) day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause; and (ii) if the holders of at least 75% of the then outstanding shares of Class A Common Stock so request in a written instrument delivered to the Corporation not later than one hundred twenty (120) days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “Available Proceeds”), on the one hundred fiftieth (150^th) day after such Deemed Liquidation Event, to redeem all outstanding shares of Common Stock in accordance with the percentages described in Section 1. Prior to the distribution or redemption provided for in this Subsection 2.2.2, the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event or in the ordinary course of business.

2.3 Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. The value of such property, rights or securities shall be determined in good faith by the Board of Directors of the Corporation.

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2.4 Allocation of Escrow and Contingent Consideration. In the event of a Deemed Liquidation Event pursuant to Subsection 2.1.1, if any portion of the consideration payable to the stockholders of the Corporation is payable only upon satisfaction of contingencies (the “Additional Consideration”), the Merger Agreement shall provide that (a) the portion of such consideration that is not Additional Consideration (such portion, the “Initial Consideration”) shall be allocated among the holders of capital stock of the Corporation in accordance with Section 1 as if the Initial Consideration were the only consideration payable in connection with such Deemed Liquidation Event; and (b) any Additional Consideration which becomes payable to the stockholders of the Corporation upon satisfaction of such contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Section 1 after taking into account the previous payment of the Initial Consideration as part of the same transaction. For the purposes of this Subsection 2.4, consideration placed into escrow or retained as holdback to be available for satisfaction of indemnification or similar obligations in connection with such Deemed Liquidation Event shall be deemed to be Additional Consideration.

FIFTH: Subject to any additional vote required by the Certificate of Incorporation or Bylaws, in furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of the Corporation.

SIXTH: Subject to any additional vote required by the Certificate of Incorporation, the number of directors of the Corporation shall be determined in the manner set forth in the Bylaws of the Corporation.

SEVENTH: Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

EIGHTH: Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

NINTH: To the fullest extent permitted by law, 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. If the General Corporation Law or any other law of the State of Delaware is amended after approval by the stockholders of this Article Ninth to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law as so amended.

Any repeal or modification of the foregoing provisions of this Article Ninth by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director occurring prior to, such repeal or modification.

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TENTH: The following indemnification provisions shall apply to the persons enumerated below.

1. Right to Indemnification of Directors and Officers. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an “Indemnified Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Indemnified Person in such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section 3 of this Article Tenth, the Corporation shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Board of Directors.

2. Prepayment of Expenses of Directors and Officers. The Corporation shall pay the expenses (including attorneys’ fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Article Tenth or otherwise.

3. Claims by Directors and Officers. If a claim for indemnification or advancement of expenses under this Article Tenth is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Corporation, the Indemnified Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

4. Indemnification of Employees and Agents. The Corporation may indemnify and advance expenses to any person who was or is made or is threatened to be made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Corporation or, while an employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-director or officer employees or agents shall be made in such manner as is determined by the Board of Directors in its sole discretion. Notwithstanding the foregoing sentence, the Corporation shall not be required to indemnify a person in connection with a Proceeding initiated by such person if the Proceeding was not authorized in advance by the Board of Directors.

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5. Advancement of Expenses of Employees and Agents. The Corporation may pay the expenses (including attorneys’ fees) incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Board of Directors.

6. Non-Exclusivity of Rights. The rights conferred on any person by this Article Tenth shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these by-laws, agreement, vote of stockholders or disinterested directors or otherwise.

7. Other Indemnification. The Corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer or employee of another Corporation, partnership, limited liability company, joint venture, trust, organization or other enterprise shall be reduced by any amount such person may collect as indemnification from such other Corporation, partnership, limited liability company, joint venture, trust, organization or other enterprise.

8. Insurance. The Board of Directors may, to the full extent permitted by applicable law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain at the Corporation’s expense insurance: (a) to indemnify the Corporation for any obligation which it incurs as a result of the indemnification of directors, officers and employees under the provisions of this Article Tenth; and (b) to indemnify or insure directors, officers and employees against liability in instances in which they may not otherwise be indemnified by the Corporation under the provisions of this Article Tenth.

9. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article Tenth shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s heirs, executors and administrators.

ELEVENTH: The Corporation renounces, to the fullest extent permitted by law, any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of (i) any director of the Corporation who is not an employee of the Corporation or any of its affiliates or subsidiaries, or (ii) any holder of Common Stock or any partner, member, director, stockholder, employee or agent of any such holder, other than someone who is an employee of the Corporation or any of its affiliates or subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Corporation.

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TWELFTH: Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the Delaware General Corporation Law or the Corporation’s certificate of incorporation or bylaws or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. If any provision or provisions of this Article Twelfth shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article Twelfth (including, without limitation, each portion of any sentence of this Article Twelfth containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

THIRTEENTH: For purposes of Section 500 of the California Corporations Code (to the extent applicable), in connection with any repurchase of shares of Common Stock permitted under this Certificate of Incorporation from employees, officers, directors or consultants of the Company in connection with a termination of employment or services pursuant to agreements or arrangements approved by the Board of Directors (in addition to any other consent required under this Certificate of Incorporation), such repurchase may be made without regard to any “preferential dividends arrears amount” or “preferential rights amount” (as those terms are defined in Section 500 of the California Corporations Code). Accordingly, for purposes of making any calculation under California Corporations Code Section 500 in connection with such repurchase, the amount of any “preferential dividends arrears amount” or “preferential rights amount” (as those terms are defined therein) shall be deemed to be zero (0).

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3. That the foregoing amendment and restatement was approved by the holders of the requisite number of shares of this corporation in accordance with Section 228 of the General Corporation Law.

4. That this Amended and Restated Certificate of Incorporation, which restates and integrates and further amends the provisions of this Corporation’s Certificate of Incorporation, has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this corporation on this 23rd day of April, 2018.

Exhibit 2.2

BY-LAWS OF KNOWBELLA HELIX INC.

ARTICLE I

OFFICES

Section 1.01 Offices. The registered office of Knowbella Helix Inc. (the “Corporation”) shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, New Castle County. The Corporation may have such other offices, either within or without the State of Delaware, as the board of directors of the Corporation (the “Board of Directors”) from time to time shall determine or the business of the Corporation may require.

Section 1.02 Books and Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be maintained on any information storage device or method; provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.

ARTICLE II

MEETINGS OF THE STOCKHOLDERS

Section 2.01 Place of Meetings. All meetings of the stockholders shall be held at such place, if any, either within or without the State of Delaware, as shall be designated from time to time by resolution of the Board of Directors and stated in the notice of meeting.

Section 2.02 Annual Meeting. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date, time and place, if any, as shall be determined by the Board of Directors and stated in the notice of the meeting.

Section 2.03 Special Meetings. Special meetings of stockholders for any purpose or purposes shall be called pursuant to a resolution approved by the Board of Directors and may not be called by any other person or persons. The only business which may be conducted at a special meeting shall be the matter or matters set forth in the notice of such meeting.

Section 2.04 Adjournments. Any meeting of the stockholders, annual or special, may be adjourned from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time, place, if any, thereof and the means of remote communication, if any, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date is fixed for stockholders entitled to vote at the adjourned meeting, the Board of Directors shall fix a new record date for notice of the adjourned meeting and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at the adjourned meeting as of the record date fixed for notice of the adjourned meeting.

Section 2.05 Notice of Meetings. Notice of the place, if any, date, hour, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and means of remote communication, if any, of every meeting of stockholders shall be given by the Corporation not less than 10 days nor more than 60 days before the meeting (unless a different time is specified by law) to every stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called. Except as otherwise provided herein or permitted by applicable law, notice to stockholders shall be in writing and delivered personally or mailed to the stockholders at their address appearing on the books of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, notice of meetings may be given to stockholders by means of electronic transmission in accordance with applicable law. Notice of any meeting need not be given to any stockholder who shall, either before or after the meeting, submit a waiver of notice or who shall attend such meeting, except when the stockholder attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of the meeting shall be bound by the proceedings of the meeting in all respects as if due notice thereof had been given.

Section 2.06 List of Stockholders. The officer of the Corporation who has charge of the stock ledger shall prepare a complete list of the stockholders entitled to vote at any meeting of stockholders (provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares of each class of capital stock of the Corporation registered in the name of each stockholder at least 10 days before any meeting of the stockholders. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, on a reasonably accessible electronic network if the information required to gain access to such list was provided with the notice of the meeting or during ordinary business hours, at the principal place of business of the Corporation for a period of at least 10 days before the meeting. If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of the meeting the whole time thereof and may be inspected by any stockholder who is present. If the meeting is held solely by means of remote communication, the list shall also be open for inspection by any stockholder during the whole time of the meeting as provided by applicable law. Except as provided by applicable law, the stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger and the list of stockholders or to vote in person or by proxy at any meeting of stockholders.

Section 2.07 Quorum. Unless otherwise required by law, the Corporation’s Certificate of Incorporation (the “Certificate of Incorporation”) or these by-laws, at each meeting of the stockholders, a majority in voting power of the shares of the Corporation entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders

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entitled to vote thereat, present in person or represented by proxy, shall have power, by the affirmative vote of a majority in voting power thereof, to adjourn the meeting from time to time, in the manner provided in Section 2.04, until a quorum shall be present or represented. A quorum, once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called.

Section 2.08 Conduct of Meetings. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. At every meeting of the stockholders, the chairman, or in his or her absence or inability to act, the president, or, in his or her absence or inability to act, the person whom the president shall appoint, shall act as chairman of, and preside at, the meeting. The secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (d) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (f) limitations on the time allotted to questions or comments by participants.

Section 2.09 Voting; Proxies. Unless otherwise required by law or the Certificate of Incorporation the election of directors shall be decided by a plurality of the votes cast at a meeting of the stockholders by the holders of stock entitled to vote in the election. Unless otherwise required by law, the Certificate of Incorporation or these by-laws, any matter, other than the election of directors, brought before any meeting of stockholders shall be decided by the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of stockholders need not be by written ballot.

Section 2.10 Inspectors at Meetings of Stockholders. The Board of Directors, in advance of any meeting of stockholders, may, and shall if required by law, appoint one or more inspectors, who may be employees of the Corporation, to act at the meeting or any adjournment

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thereof and make a written report thereof. The Board of Directors may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall (a) ascertain the number of shares outstanding and the voting power of each, (b) determine the shares represented at the meeting, the existence of a quorum and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors and (e) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties. Unless otherwise provided by the Board of Directors, the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxies, votes or any revocation thereof or change thereto shall be accepted by the inspectors after the closing of the polls. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for office at an election may serve as an inspector at such election.

Section 2.11 Written Consent of Stockholders Without a Meeting. Any action to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action to be so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand, by certified or registered mail (return receipt requested), or by email (read receipt requested)) to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this Section 2.11, written consents signed by a sufficient number of holders to take action are delivered to the Corporation as aforesaid. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by applicable law, be given to those stockholders who have not consented in writing, and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.

Section 2.12 Fixing the Record Date.

(a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be less than 10 nor more than 60 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining

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the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the determination of stockholders entitled to vote at the adjourned meeting and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for the determination of stockholders entitled to vote therewith at the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting: (i) when no prior action by the Board of Directors is required by law, the record date for such purpose 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 (by hand, or by certified or registered mail, return receipt requested) to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded and (ii) if prior action by the Board of Directors is required by law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE III

BOARD OF DIRECTORS

Section 3.01 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these by-laws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

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Section 3.02 Number; Term of Office. The Board of Directors shall consist of no less than one (1) and no more than five (5) members. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.

Section 3.03 Newly Created Directorships and Vacancies. Any newly created directorships resulting from an increase in the authorized number of directors and any vacancies occurring in the Board of Directors, shall be filled solely by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified or the earlier of such director’s death, resignation or removal.

Section 3.04 Resignation. Any director may resign at any time by notice given in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice by the Corporation or at such later time as is therein specified.

Section 3.05 Removal. Except as prohibited by applicable law or the Certificate of Incorporation, the stockholders entitled to vote in an election of directors may remove any director from office at any time, with or without cause, by the affirmative vote of a majority in voting power thereof.

Section 3.06 Fees and Expenses. Directors shall receive such fees and expenses as the Board of Directors shall from time to time prescribe.

Section 3.07 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such times and at such places as may be determined from time to time by the Board of Directors or its chairman.

Section 3.08 Special Meetings. Special meetings of the Board of Directors may be held at such times and at such places as may be determined by the chairman or the president on at least 24 hours’ notice to each director given by one of the means specified in Section 3.11 hereof other than by mail or on at least three days’ notice if given by mail. Special meetings shall be called by the chairman or the president in like manner and on like notice on the written request of any two or more directors.

Section 3.09 Telephone Meetings. Board of Directors or Board of Directors committee meetings may be held by means of telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other and be heard. Participation by a director in a meeting pursuant to this Section 3.09 shall constitute presence in person at such meeting.

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Section 3.10 Adjourned Meetings. A majority of the directors present at any meeting of the Board of Directors, including an adjourned meeting, whether or not a quorum is present, may adjourn and reconvene such meeting to another time and place. At least 24 hours’ notice of any adjourned meeting of the Board of Directors shall be given to each director whether or not present at the time of the adjournment, if such notice shall be given by one of the means specified in Section 3.11 hereof other than by mail, or at least three days’ notice if by mail. Any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called.

Section 3.11 Notices. Subject to Section 3.08, Section 3.10 and Section 3.12 hereof, whenever notice is required to be given to any director by applicable law, the Certificate of Incorporation or these by-laws, such notice shall be deemed given effectively if given in person or by telephone, mail addressed to such director at such director’s address as it appears on the records of the Corporation, facsimile, e-mail or by other means of electronic transmission.

Section 3.12 Waiver of Notice. Whenever notice to directors is required by applicable law, the Certificate of Incorporation or these by-laws, a waiver thereof, in writing signed by, or by electronic transmission by, the director entitled to the notice, whether before or after such notice is required, shall be deemed equivalent to notice. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special Board of Directors or committee meeting need be specified in any waiver of notice.

Section 3.13 Organization. At each meeting of the Board of Directors, the chairman or, in his or her absence, another director selected by the Board of Directors shall preside. The secretary shall act as secretary at each meeting of the Board of Directors. If the secretary is absent from any meeting of the Board of Directors, an assistant secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the secretary and all assistant secretaries, the person presiding at the meeting may appoint any person to act as secretary of the meeting.

Section 3.14 Quorum of Directors. The presence of a majority of the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 3.15 Action by Majority Vote. Except as otherwise expressly required by these by-laws, the Certificate of Incorporation or by applicable law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.16 Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all directors or members of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or committee in accordance with applicable law.

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Section 3.17 Committees of the Board of Directors. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article III.

ARTICLE IV

OFFICERS

Section 4.01 Positions and Election. The officers of the Corporation shall be elected by the Board of Directors and shall include a president, a treasurer and a secretary. The Board of Directors, in its discretion, may also elect a chairman (who must be a director), one or more vice chairmen (who must be directors) and one or more vice presidents, assistant treasurers, assistant secretaries and other officers. Any two or more offices may be held by the same person.

Section 4.02 Term. Each officer of the Corporation shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier death, resignation or removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors at any time with or without cause by the majority vote of the members of the Board of Directors then in office. The removal of an officer shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the president or the secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Should any vacancy occur among the officers, the position shall be filled for the unexpired portion of the term by appointment made by the Board of Directors.

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Section 4.03 President. The president shall have general supervision over the business of the Corporation and other duties incident to the office of president, and any other duties as may be from time to time assigned to the president by the Board of Directors and subject to the control of the Board of Directors in each case.

Section 4.04 Vice Presidents. Each vice president shall have such powers and perform such duties as may be assigned to him or her from time to time by the chairman of the Board of Directors or the president.

Section 4.05 Secretary. The secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the president. The secretary shall keep in safe custody the seal of the Corporation and have authority to affix the seal to all documents requiring it and attest to the same.

Section 4.06 Treasurer. The treasurer shall have the custody of the corporate funds and securities, except as otherwise provided by the Board of Directors, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and the directors, at the regular meetings of the Board of Directors, or whenever they may require it, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

Section 4.07 Duties of Officers May Be Delegated. In case any officer is absent, or for any other reason that the Board of Directors may deem sufficient, the president or the Board of Directors may delegate for the time being the powers or duties of such officer to any other officer or to any director.

ARTICLE V

STOCK CERTIFICATES AND THEIR TRANSFER

Section 5.01 Certificates Representing Shares. The shares of stock of the Corporation shall be represented by certificates; provided that the Board of Directors may provide by resolution or resolutions that some or all of any class or series shall be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock. If shares are represented by certificates, such certificates shall be in the form, other than bearer form, approved by the Board of Directors. The certificates representing shares of stock of each class shall be signed by, or in the name of, the Corporation by the chairman, any vice chairman, the president or any vice president, and by the secretary, any assistant secretary, the treasurer or any assistant treasurer. Any or all such signatures may be facsimiles. Although any officer, transfer agent or registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such officer, transfer agent or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were still such at the date of its issue.

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Section 5.02 Transfers of Stock. Stock of the Corporation shall be transferable in the manner prescribed by law and in these by-laws. Transfers of stock shall be made on the books of the Corporation only by the holder of record thereof, by such person’s attorney lawfully constituted in writing and, in the case of certificated shares, upon the surrender of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares shall be issued. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred. To the extent designated by the president or any vice president or the treasurer of the Corporation, the Corporation may recognize the transfer of fractional uncertificated shares, but shall not otherwise be required to recognize the transfer of fractional shares.

Section 5.03 Transfer Agents and Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

Section 5.04 Lost, Stolen or Destroyed Certificates. The Board of Directors may direct a new certificate or uncertificated shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the owner of the allegedly lost, stolen or destroyed certificate. When authorizing such issue of a new certificate or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of the lost, stolen or destroyed certificate, or the owner’s legal representative to give the Corporation a bond sufficient to indemnify it against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of such new certificate or uncertificated shares.

ARTICLE VI

GENERAL PROVISIONS

Section 6.01 Seal. The seal of the Corporation shall be in such form as shall be approved by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise, as may be prescribed by law or custom or by the Board of Directors.

Section 6.02 Fiscal Year. The fiscal year of the Corporation shall begin on January 1^st and end on December 31^st of each year.

Section 6.03 Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.

Section 6.04 Dividends. Subject to applicable law and the Certificate of Incorporation, dividends upon the shares of capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting of the Board of Directors. Dividends may be paid in cash, in property or in shares of the Corporation’s capital stock, unless otherwise provided by applicable law or the Certificate of Incorporation.

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Section 6.05 Conflict with Applicable Law or Certificate of Incorporation. These by-laws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these by-laws may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation.

ARTICLE VII

AMENDMENTS

These by-laws may be amended, altered, changed, adopted and repealed or new by-laws adopted by the Board of Directors. The stockholders may make additional by-laws and may alter and repeal any by-laws whether such by-laws were originally adopted by them or otherwise.

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Exhibit 4.1

SUBSCRIPTION AGREEMENT

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE SECURITIES ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING OVER THE WEB-BASED PLATFORM MAINTAINED BY [●] (THE “PLATFORM”). ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

INVESTORS WHO ARE NOT “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 4. THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PROSPECTIVE INVESTORS MAY NOT TREAT THE CONTENTS OF THE SUBSCRIPTION AGREEMENT, THE OFFERING CIRCULAR OR ANY OF THE OTHER MATERIALS AVAILABLE ON THE PLATFORM OR PROVIDED BY THE PLACEMENT AGENT (COLLECTIVELY, THE “OFFERING MATERIALS”) OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS (INCLUDING “TESTING THE WATERS” MATERIALS) AS INVESTMENT, LEGAL OR TAX ADVICE. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED. EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTOR’S OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISOR AS TO INVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE INVESTOR’S PROPOSED INVESTMENT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO

RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED.

THE INFORMATION PRESENTED IN THE OFFERING MATERIALS WAS PREPARED BY THE COMPANY SOLELY FOR THE USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING. NOTHING CONTAINED IN THE OFFERING MATERIALS IS OR SHOULD BE RELIED UPON AS A PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.

TO:

Knowbella Helix Inc.

P.O. Box 30085

Cincinnati, Ohio 45230

Ladies and Gentlemen:

(a)    The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Helix™ tokens (the “Tokens”), of Knowbella Helix Inc., a Delaware corporation (the “Company”), at a purchase price of $0.30 per Token (the “Per Security Price”). The minimum subscription is $480, or 1,600 Tokens. The Tokens being subscribed for under this Subscription Agreement and the shares of Class H Common Stock (“Class H Common Stock”) issuable upon conversion of the Tokens are also referred to as the “Securities”. The rights and preferences of the Tokens are as set forth in the Tokenholders’ Agreement (as may be amended from time to time pursuant to the terms thereof, the “Tokenholders’ Agreement”), substantially in the form filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). The rights and preferences of the Class H Common Stock are as set forth in the Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”) and are subject to the Stockholders Agreement (the “Stockholders Agreement”), both substantially in the forms filed as exhibits to the Offering Statement.

(b)    Subscriber understands that the Securities are being offered pursuant to an offering circular dated                     , 2018 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. Subscriber further acknowledges that the Tokenholders’ Agreement is hereby incorporated into this Subscription Agreement and together with this Subscription Agreement constitute the “Transaction Agreements”.

(c)    Subscriber’s subscription may be accepted or rejected in whole or in part, at any time by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Tokens Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. Subscriber hereby acknowledges and agrees that: (i) any returned funds may be repaid in U.S. Dollars, regardless of Subscriber’s initial form of payment; (ii) if Subscriber pays in any form of cryptocurrency accepted by the Company (including, without limitation, Bitcoin or Ether), the Company may convert such payment to U.S. Dollars at any time after receipt at the then-applicable conversion rate; (iii) if such cryptocurrency payment is converted into U.S. Dollars, upon such return of funds, the Company shall not be liable for any fluctuations in the price of such cryptocurrency that occur during the period any of Subscriber’s funds (and the proceeds thereof) are being held by the Company or for its benefit.

(d)    The aggregate number of Tokens sold in this offering shall not exceed 166,666,667 Tokens (the “Maximum Offering”). The Company may accept subscriptions until [●], unless otherwise earlier terminated or extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). This Offering is being conducted on a “best efforts” basis as provided by Rule 251(d)(3)(i)(F) of Regulation A, which means that there is no guarantee that any minimum amount will be sold.

(e)    In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

2.    Purchase Procedure. The purchase price for the Tokens shall be paid simultaneously with the execution and delivery to the Company of this Subscription Agreement. Payment for the Tokens shall be received by [●] (the “Payment Service Provider”) from the undersigned Subscriber by transfer of immediately available funds via wire, ACH, or other means approved by the Company (including payments of Bitcoin and Ether to the wallet addresses provided by the Company), using the instructions below. Upon the Company’s acceptance of each subscription, the Payment Service Provider shall release such funds to the Company. The undersigned shall receive notice of acceptance, and Tokens will be delivered to the wallet address provided by Subscriber. Subscriber acknowledges and agrees that its failure to follow precisely the procedures set forth for buying and receiving Tokens, including, for instance, providing the wrong address for delivery of the Tokens, or provides an address that is not ERC-20 compatible, may result in the loss of subscribed Tokens. In such an instance, the Tokens are likely unrecoverable and the Company shall have no liability to Subscriber for the loss of the Tokens and shall be entitled to keep the purchase price for such Tokens.

3.    Representations and Warranties of the Company. The Company represents and warrants to Subscriber that the following are true and complete in all material respects as of the date of closing, except as otherwise indicated. For purposes of this Agreement, an individual shall be deemed to have “knowledge” of a particular fact or other matter if such individual is actually aware of such fact. The Company will be deemed to have “knowledge” of a particular fact or other matter if one of the Company’s current officers has, or at any time had, actual knowledge of such fact or other matter.

(a)    Organization and Standing. The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

(b)    Issuance of the Securities. The issuance, sale and delivery of the Tokens in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Tokens, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable. The shares of Class H Common Stock have been duly and validly reserved and, when issued in compliance with the provisions of Transaction Agreements, the Restated Certificate, the Stockholders Agreement and applicable law, will be validly issued, fully paid and non-assessable.

(c)    Authority for Agreement. The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Tokens) are within the Company’s powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon full execution hereof, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.

(d)    No Filings. Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 4 hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to the Company in connection with the execution, delivery and performance by the Company of this Subscription Agreement except (i) for such filings as may be required under Regulation A or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of the Company to perform its obligations hereunder.

(e)    Proceeds. The Company shall use the proceeds from the issuance and sale of the Securities as set forth in “Use of Proceeds” in the Offering Circular.

(f)    Litigation. Except as set forth in the Offering Circular, there is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

4.    Representations and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants the following, which representations and warranties are true and complete in all material respects as of such Subscriber’s respective closing:

(a)    Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the closing. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

(b)    Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act. Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained in this Subscription Agreement.

(c)    Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Exchange Act) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

(d)    Accredited Investor Status or Investment Limits. Subscriber represents that either:

(i)    Subscriber is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Subscriber represents and warrants that the information set forth in response to question (c) on the signature page hereto concerning Subscriber is true and correct; or

(ii)    The purchase price set out in paragraph (b) of the signature page to this Subscription Agreement, together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Subscriber’s annual income or net worth (or in the case of a Subscriber that is a non-natural person, their revenue or net assets for such Subscriber’s most recently completed fiscal year end).

Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

(e)    Company Information. Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Circular. Subscriber has had such opportunity as it deems necessary (which opportunity may have been presented through online chat or commentary functions) to discuss the Company’s business, management and financial affairs with managers, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Subscriber has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Subscriber acknowledges that except as set forth herein, no representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

(f)    Valuation. The Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

(g)    Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature page.

(h)    No Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber.

(i)    Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any

use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

(j)    Tokenholders’ Agreement. Subscriber has reviewed and understands the terms and obligations imposed by the Tokenholders’ Agreement. All representations and warranties applicable to tokenholders in the Tokenholders’ Agreement are true and correct with respect to Subscriber as of the closing.

(k)    Risk Of Losing Access to Tokens Due to Loss of Private Key(s), Custodial Error or Purchaser Error. Subscriber understands that a private key, or a combination of private keys, is necessary to control and dispose of Tokens stored in any digital wallet or vault. Accordingly, any loss of requisite private key(s) associated with Subscriber’s digital wallet or vault storing Tokens will result in loss of such Tokens. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service, may be able to misappropriate Subscriber’s Tokens. Subscriber understands that any errors or malfunctions caused by or otherwise related to the digital wallet or vault Subscriber chooses to receive and store Tokens, including Subscriber’s own failure to properly maintain or use such digital wallet or vault, may also result in the loss of Tokens.

(l)    Compliance with OFAC and Anti-money Laundering Laws.

(i)    Subscriber understands and agrees that the Company prohibits the investment of funds by any persons or entities that are acting, directly or indirectly, (A) in contravention of any U.S. or international laws and regulations, including anti-money laundering regulations or conventions, (B) on behalf of terrorists or terrorist organizations, including those persons or entities that are included on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury Department’s Office of Foreign Assets Control¹ (“OFAC”), as such list may be amended from time to time, (C) for a senior foreign political figure, any member of a senior foreign political figure’s immediate family or any close associate of a senior foreign political figure², unless the Company, after being specifically notified by Subscriber in writing that it is such a person, conducts further due diligence, and determines that such investment shall be permitted, or (D) for a foreign shell bank³ (such persons or entities in (A) – (D) are collectively referred to as “Prohibited Persons”).

(ii)    Subscriber represents, warrants and covenants that: (A) it is not, nor is any person or entity controlling, controlled by or under common control with Subscriber, a Prohibited Person, and (B) to the extent Subscriber has any beneficial owners⁴, (1) it has carried out thorough due diligence to establish the identities of such

beneficial owners, (2) based on such due diligence, Subscriber reasonably believes that no such beneficial owners are Prohibited Persons, (3) it holds the evidence of such identities and status and will maintain all such evidence for at least five years from the date of Subscriber’s complete withdrawal from the Company, and (4) it will make available such information and any additional information requested by the Company that is required or advisable under applicable regulations.

(iii)    If any of the foregoing representations, warranties or covenants ceases to be true or if the Company no longer reasonably believes that it has satisfactory evidence as to their truth, notwithstanding any other agreement to the contrary, the Company may, in accordance with applicable regulations, freeze Subscriber’s investment, either by prohibiting additional investments, declining or suspending any withdrawal requests and/or segregating the assets constituting the investment, freezing any activities with respect to Tokens, or the Subscriber’s investment may immediately be involuntarily withdrawn by the Company, and the Company may also be required to report such action and to disclose Subscriber’s identity to OFAC or other authority. In the event that the Company is required to take any of the foregoing actions, Subscriber understands and agrees that it shall have no claim against the Company or its affiliates, directors, managers, members, partners, shareholders, officers, employees and agents for any form of damages as a result of any of the aforementioned actions.

(iv)    Subscriber understands and agrees that any withdrawal proceeds paid to it shall be subject to the same return of funds provisions provided in Section 1(c).

5.    Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survive the Termination Date of this Subscription Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

6.    Taxes. The purchase price paid by Subscriber for the Tokens is exclusive of all applicable taxes. Subscriber is responsible for determining what, if any, taxes apply to its purchase of Tokens, including, for example, sales, use, value added, and similar taxes. Subscriber shall withhold, collect, report and remit the correct taxes to the appropriate tax authorities. The Company is not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from Subscriber’s purchase of Tokens. Subscriber acknowledges and agrees that the Company has not provided it any tax advice or opinion.

7.    Dispute Resolution; Arbitration. PLEASE READ THIS SECTION CAREFULLY BECAUSE IT CONTAINS ADDITIONAL PROVISIONS APPLICABLE ONLY TO INDIVIDUALS LOCATED, RESIDENT, OR DOMICILED IN THE UNITED STATES. IF SUBSCRIBER IS LOCATED, RESIDENT, OR DOMICILED IN THE UNITED STATES, THIS SECTION REQUIRES SUBSCRIBER TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THE COMPANY AND LIMITS THE MANNER IN WHICH SUBSCRIBER CAN SEEK RELIEF FROM THE COMPANY.

(a)    Waiver of Jury Trial. WITH RESPECT TO ANY DISPUTES, CLAIMS, SUITS, ACTIONS, CAUSES OF ACTION, DEMANDS OR PROCEEDINGS (COLLECTIVELY, “DISPUTES”), SUBSCRIBER AND THE COMPANY (I) WAIVE THEIR RESPECTIVE RIGHTS TO HAVE ANY AND ALL DISPUTES ARISING FROM OR RELATED TO THESE TERMS RESOLVED IN A COURT, AND (II) WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL.

(b)    Binding Arbitration. Subscriber and Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

(c)    No Class Arbitrations, Class Actions or Representative Actions. ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS IS PERSONAL TO SUBSCRIBER AND THE COMPANY AND WILL BE RESOLVED SOLELY THROUGH INDIVIDUAL ARBITRATION AND WILL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING. THERE WILL BE NO CLASS ARBITRATION OR ARBITRATION IN WHICH AN INDIVIDUAL ATTEMPTS TO RESOLVE A DISPUTE AS A REPRESENTATIVE OF OR ON BEHALF OF ANOTHER INDIVIDUAL OR GROUP OF INDIVIDUALS. FURTHER, A DISPUTE CANNOT BE BROUGHT AS A CLASS OR OTHER TYPE OF REPRESENTATIVE ACTION, WHETHER WITHIN OR OUTSIDE OF ARBITRATION, OR ON BEHALF OF ANY OTHER INDIVIDUAL OR GROUP OF INDIVIDUALS.

(d)    Federal Arbitration Act. The enforceability of this Section 7 will be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.

(e)    Notice; Informal Dispute Resolution. Each party will notify the other party in writing of any Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice shall comply with Section 9. Subscriber’s notice must include (i) its name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that it is seeking. If Subscriber and Company cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either Subscriber or Company may, as appropriate and in accordance with this Section 7, commence an arbitration proceeding.

(f)    Any arbitration will occur in Hamilton County, Ohio, USA. Arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”), which are hereby incorporated by reference. The state and federal courts located in Hamilton County, Ohio will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award, and you waive any and all objections to venue in those courts and any and all arguments that they are not an appropriate forum. You may also litigate a Dispute in the small claims court located in the county where you reside if the Dispute meets the requirements to be heard in small claims court.

(g)    Authority of Arbitrator. As limited by the FAA, these terms and the applicable JAMS rules, the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

(h)    Rules of JAMS. The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by this Subscription Agreement, Subscriber either (i) acknowledges and agrees that it has read and understands the rules of JAMS, or (ii) waives its opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

(i)    Severability of Dispute Resolution; Arbitration. If any term, clause or provision of this Section 7 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 7 will remain valid and enforceable. Further, the waivers set forth in Section 7(c) are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.

8.    Governing Law. This Subscription Agreement will be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to conflict of law rules that would cause the application of the laws of any other jurisdiction.

9.    Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, telecopied or cabled, on the date of such delivery to the address of the respective parties as follows:

If to a Subscriber, to Subscriber’s address or electronic mail address as supplied in connection with this subscription or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter given in accordance with (a) or (b) above.

(a)    All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.

(b)    This Subscription Agreement is not transferable or assignable by Subscriber.

(c)    The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.

(d)    None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Subscriber.

(e)    In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.

(f)    The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

(g)    The Transaction Agreements supersede all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

(h)    The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.

(i)    The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

(j)    This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

(k)    No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

11.    Subscription Procedure. Subscriber, by providing his, her or its name and subscription amount and clicking “accept” and/or checking the appropriate box on the [●] Platform (“Online Acceptance”), confirms such Subscriber’s investment through the [●] Platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Subscriber agrees that his or her electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and Online Acceptance establishes such Subscriber’s acceptance of the terms and conditions of this Subscription Agreement.

KNOWBELLA HELIX INC.

SUBSCRIPTION AGREEMENT SIGNATURE PAGE

The undersigned, desiring to purchase Helix™ Tokens of Knowbella Helix Inc., by executing this signature page, hereby executes, adopts and agrees to all terms, conditions and representations of the Subscription Agreement.