PRIVATE PLACEMENT MEMORANDUMForentis Fund, LPA California Limited PartnershipMay 1, 2016BY ACCEPTING THIS PRIVATE PLACEMENT MEMORANDUM (“PPM”, “OfferingCircular” or “Offering”), YOU, THE OFFEREE SHALL KEEP IN CONFIDENCE THECONTENTS OF THIS PPM AND THE CONTENTS OF ANY AND ALLATTACHMENTS. INFORMATION HEREIN SHALL ONLY BE SHARED WITH THEOFFEREE’S ACCOUNTING AND LEGAL COUNSEL. OFFEREE SHALL RETURNTHIS PPM AND ALL OTHER ATTACHED DOCUMENTS TO FORENTIS FUND, LP IFAT ANY TIME FORENTIS FUND, LP REQUESTS THE RETURN OF SUCHDOCUMENTS, OR IF OFFEREE CHOOSES NOT TO SUBSCRIBE TO INTERESTSHEREIN.Name of OffereeMemorandum NumberThe Offeree should retain their own counsel to determine the merits of this Offering.
PRIVATE PLACEMENT MEMORANDUMFORENTIS FUND, LPA California Limited Partnership 50,000,000A Private Offeringof 50,000 Limited Partnership InterestsPurchase Price 1,000 Per InterestMinimum Purchase: 250,000 (250 Interests)FOR ACCREDITED INVESTORS ONLYForentis Fund, L.P. (the “Partnership,” is a California limited partnership formed for thepurpose of investing its assets in accordance with the investment program set fo rth in thisOffering Circular. Forentis Partners, LLC (the ‘‘General Partner’’), is the general partner of thePartnership and is responsible for the overall management and administration of the operations of thePartnership.The General Partner is responsible for the overall management and administration of theoperations of the Partnership. The General Partner is managed by Jay Goth. The Partnership has beenorganized primarily to invest in Blueprint Bio (“Blueprint”) and Emerald Logic (“Emerald”)(collectively, referred to as “Portfolio Compan(y)ies”) and any spin-off subsidiary companies (“SpinOff Corporations”) or joint ventures derived from these two Portfolio Companies for two (2) to seven(7) years with the expectation to wind up the Partnership in year seven. The Portfolio Companies intendto enter into multiple joint venture agreements with a variety of joint venture partners (“JV Partners”)for the purposes of advanced diagnostics, treatments and drug development relating to a variety ofmedical conditions including, but not limited to, addiction, diseases and conditions related to the centralnervous system, lung cancer, renal cancer, and inflammatory diseases such as rheumatoid arthritis. JVPartners may include universities, hospitals, research centers, and pharmaceutical companies. ThePortfolio Companies, when paired with an appropriate JV Partner, may rescue failed clinical trials for avariety of drugs, assist with the discovery of new treatments for a variety of medical conditions, and helpwith the development of new diagnostics. The resulting Spin-Off Corporations from the partnershipbetween the JV Partner and Portfolio Companies will result in a new business entity in which thePartnership will invest up to 7,500,000. (See, "BUSINESS DESCRIPTION")This Offering sets forth the investment program of the Partnership, the principal terms of theLimited Partnership Agreement of the Partnership, a copy of which is attached hereto as Exhibit B (the‘‘Partnership Agreement’’), and certain other pertinent information regarding a proposed investment inthe Partnership. Each prospective Limited Partner should examine this Offering, the PartnershipAgreement and the Subscription Agreement accompanying this Offering in order to assure itself that theterms of the Partnership Agreement and the Partnership’s investment program are satisfactory to it. Noperson has been authorized in connection with this Offering to give any information or to make anyrepresentations other than those contained in this private placement memorandum, and any suchinformation or representations should not be relied upon. Any prospective purchaser of Interests whoreceives any such information or representations should contact the General Partner immediately to checkits accuracy. Neither the delivery of this private placement memorandum nor any sales hereunder shallunder any circumstances create an implication that there has been no change in the affairs of thePartnership since the date hereof.Prospective purchasers should not regard the contents of this private placement memorandum orany other communication from the Partnership as a substitute for careful and independent tax andfinancial planning. Each potential investor is encouraged to consult with its own independent legalForentis Fund, L.P.2
counsel, accountant and other professional with respect to the legal and tax aspects of this investment andwith specific reference to his own tax situation, prior to subscribing for Partnership Interests.The purchase of Partnership Interests by a qualified pension or profit-sharing plan, individualretirement account (“IRA”), Keogh plan or other qualified retirement plan involves special tax risks andother considerations that should be carefully considered. Income earned by qualified plans as a result ofan investment in the Partnership may be subject to federal income taxes, even though such plans areotherwise tax exempt.We will issue the Interests in book-entry form. Subject to certain limited exceptions, you will notreceive a certificated security or a negotiable instrument that evidences your Interests. We will deliverwritten confirmations to purchasers of the Interests.Interests being offered pursuant to this Offering Circular represent an investment in thePartnership's limited partnership interests ("Interests.”) Purchasers of Interests will become limitedpartners of the Partnership (the "Limited Partners” or “Limited Partner.”)The Partnership is committed to raising a minimum of 2,000,000 prior to using funds(“Minimum Offering.”) If the Minimum Offering requirement is not met within one year from the dateof this Offering, the Offering will terminate and funds will be returned to subscribers. The maximumcapital available through this Offering is Fifty Million Dollars ( 50,000,000). (See “V. USE OFPROCEEDS.”) (See “Distributions”.) In addition, the General Partner will endeavor to distribute cash toLimited Partners as it sees fit. The returns herein discussed are not intended to be a forecast in anymanner. THE USE OF FORECASTS IN THIS OFFERING IS PROHIBITED. ANYREPRESENTATIONS TO THE CONTRARY AND ANY PREDICTIONS, WRITTEN OR ORAL, ASTO THE AMOUNT OR CERTAINTY OF ANY PRESENT OR FUTURE CASH BENEFIT OR TAXCONSEQUENCE WHICH MAY FLOW FROM AN INVESTMENT IN THIS PROGRAM IS NOTPERMITTED.Potential Subscribers should be aware that there is no guarantee that the Partnership will beable to achieve an annualized return to distribute to the Limited Partners as stated herein.AN INVESTMENT IN INTERESTS INVOLVES SIGNIFICANT RISKS, DESCRIBED INDETAIL IN THIS OFFERING CIRCULAR. See "IV. RISK FACTORS AND CONFLICTS OFINTEREST” beginning on page 19 for certain factors investors should consider before buyingInterests. Significant risks include the following: (i) this is a “blind pool” offering, investorswill not be able to evaluate our investments prior to purchasing units; we may not make anyprofits, in which case Investors may lose their investment; (ii) we have no ope frating history,no significant assets; and we will rely upon Jay Goth to manage our business; (iii) our businessstrategy involves substantial risk; (iv) an investment in Interests is subject to substantialwithdrawal restrictions and investors will have a limited ability to liquidate their investment inthe Partnership; (v) the transfer of Interests is restricted and no public market for Interests existsor is likely to develop; (vi) the General Partner is entitled to various forms of compensation andis subject to certain conflicts of interest; and (vii) Limited Partners will have no right to participatein the management of the Partnership. The Interests offered hereby should be purchased only byInvestors who have no need for liquidity in their investment.THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES ANDEXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE“ACT”), IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED BYSECTION 4(2) OF THE ACT, RULE 506 OF REGULATION D OF THE GENERAL RULESForentis Fund, L.P.3
AND REGULATIONS PROMULGATED THEREUNDER BY THE SECURITIES ANDEXCHANGE COMMISSION. ACCORDINGLY, DISTRIBUTION OF THIS PRIVATEPLACEMENT MEMORANDUM IS LIMITED TO PERSONS WHO MEET CERTAINMINIMUM FINANCIAL QUALIFICATIONS, AND THIS PRIVATE PLACEMENTMEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OFAN OFFER TO BUY WITH RESPECT TO ANY PERSON WHO DOES NOT MEET SUCHFINANCIAL QUALIFICATIONS. THESE SECURITIES HAVE NOT BEEN APPROVED ORDISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THECOMMISSION PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THEACCURACY OR ADEQUACY OF THIS PRIVATE PLACEMENT MEMORANDUM. ANYREPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.The date of this Private Placement Memorandum is dated as of May 1, 2016The Offering will terminate on May 1, 2017, unless extended for an additional 180 days at thesole discretion of Forentis (the “Offering Termination Date”). The General Partner reserves the right toterminate the Offering at any time. Any subscriptions that have been tendered to Forentis and have notbeen accepted on or before the Offering Termination Date will be returned to subscribers and anysubscription funds included therewith will be returned without interest thereon unless the OfferingTermination Date is extended, or Forentis elects, in its sole discretion, to accept such subscriptions.Subscription funds received from purchasers of Interests will be admitted to the Partnership uponmeeting the minimum requirement of 2,000,000. Initial commitments will be made to fund the growth ofEmerald Logic and Blueprint Bio (Portfolio Companies). During the period prior to the time ofadmission, which is anticipated to be less than 90 days in most cases, purchasers’ subscriptions willremain irrevocable. (See “VII. PLAN OF DISTRIBUTION.”)SUBSCRIPTION INSTRUCTIONS In order to subscribe for Interests, an investor who meets the investor suitability standardsdescribed herein should proceed as follows:Read the entire Private Placement Memorandum and any supplements accompanying this privateplacement memorandum.Have their status as an “Accredited Investor” verified by FundAmerica. FundAmerica mayrequire verification by a Certified Public Accountant, licensed attorney, or Registered InvestmentAdviser. Such verification based on income may be done by reviewing copies of any InternalRevenue Service form that reports income, such as a Form W-2, Form 1099, Schedule K-1 orForm 1065, and a filed Form 1040. Such verification based on net worth may be done byreviewing specific types of documentation dated within the prior three months, such as bankstatements and a credit report from at least one of the nationwide consumer reporting agencies,and obtaining a written representation from the investor.Make funds payable to FundAmerica Securities LLC as well as complete the SubscriptionAgreement any other verification documents via FundAmerica.To purchase an Interest, an Investor must meet certain eligibility and investor suitabilitystandards, and must execute a Subscription Agreement and Accredited Investor Questionnaire andVerification in the form attached hereto. By executing the Subscription Agreement and AccreditedInvestor Questionnaire and Verification, an Investor makes certain representations and warranties, uponwhich the General Partner will rely in accepting subscriptions. By executing the Subscription Agreementand Accredited Investor Questionnaire and Verification and paying the total purchase price for ourForentis Fund, L.P.4
Interests subscribed for, each Investor agrees to be bound by all of their terms and attests that the Investormeets the minimum income and net worth standards as described herein. Subscriptions will be effectiveonly upon our acceptance, and we reserve the right to reject any subscription in whole or in part.Subscriptions will be accepted or rejected within 30 days of receipt by us, and if rejected, all funds will bereturned to subscribers without interest and without deduction for any expenses within 10 business daysfrom the date the subscription is rejected. We are not permitted to accept a subscription for our Interestsuntil at least 5 business days after the date you receive the final private placement memorandum. Ifaccepted, all or a portion of each investor’s subscription funds will be admitted into the Partnership andsuch subscribers will become Limited Partners only when all or a portion of such subscription funds arerequired by the partnership to fund Portfolio Companies, a Spin-Off Corporation Investment, to createappropriate reserves or to pay organizational expenses. The General Partner has the right to admit only aportion of an investor’s subscription funds at any given time; however, in no case will the General Partneradmit less than the required minimum investment by a subscriber. During the period prior to admittanceof investors as Limited Partners, proceeds from the sale of units are irrevocable, and will be held by theGeneral Partner for the account of investors in a subscription account and invested in a money market orother liquid asset account. Generally, investors’ funds will be transferred from the subscription accountinto the Partnership on a first-in, first-out basis; however, the General Partner reserves the right to admitnon-ERISA plan investors before ERISA plan investors in order for the Partnership to remain exemptfrom the application of the plan asset regulations issued by the Department of Labor in 1986. Uponadmission to the Partnership, subscription funds will be released to the Partnership and units will beissued at the rate of 1,000 per unit. Interest earned on subscription funds while in the subscriptionaccount will be returned to all subscribers.By executing the subscription agreement,
capital available through this Offering is Fifty Million Dollars ( 50,000,000). (See ³V. USE OF PROCEEDS. ) (See ³Distributions .) In addition, the General Partner will endeavor to distribute cash to Limited Partners as it sees fit. The returns herein discussed are not intended to be a forecast in any manner. THE USE OF FORECASTS IN THIS OFFERING IS PROHIBITED. ANYFile Size: 1MBPage Count: 128