Private Placement Memorandum
Private Placement Memorandum Global Integration Platform for Consumers and Business Telephony PRIVATE PLACEMENT MEMORANDUM TELCENTRIS, INC. (dba Voxox) Up to $6,000,000 A Private Offering of up to 1,714,285 Shares of Common Stock Telcentris, Inc. (“Telcentris” or the “Company”), a Delaware corporation, is hereby privately offering (“the Offering”) up to One Million Seven Hundred Fourteen Thousand Two Hundred Eighty Five (1,714,285) shares (“the Shares”) of its Common Stock at $3.50 per Share to be sold in minimum units of Fifteen Thousand (15,000) Shares (rounded up to the nearest whole share) (individually a “Unit” and collectively the “Units”) to be sold at Fifty Two Thousand Five Hundred Dollars ($52,500) per Unit (the “Minimum Purchase”) to a limited number of accredited investors (the “Subscribers”). In addition, the Company reserves the right to offer and sell up to an additional 342,857 Shares. (See “PLAN OF DISTRIBUTION” and “DESCRIPTION OF SECURITIES.”) Subscribers may purchase less than the minimum at the sole discretion of Telcentris. (See “USE OF PROCEEDS.”) Offers and sales of the Units will be made only to accredited investors who are deemed acceptable to Telcentris. (See “INVESTOR SUITABILITY STANDARDS.”) Price to Selling Proceeds to Investors1 Commissions2 Company3 -------------------------------------------------------------------------------------------------------------------------------------------- Price Per Share: $ 3.50 $ 0.352 $ 3.153 Minimum Purchase (One Unit or 15,000 Shares) $ 52,500.001 $ 5,250.002 $ 47,250.003 Total Maximum Offering (1,714,285 Shares) $ 6,000,000.001 $ 600,000.002 $5,400,000.003 -------------------------------------------------------------------------------------------------------------------------------------------- Telcentris is an innovator in cloud-based unified communications and VoIP solutions for consumer, business and wholesale markets.
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