Bodhi Tree Biotechnology Files S-1 for Public Offering

TL;DR

Bodhi Tree Biotech files S-1, prepping for IPO.

AI Summary

Bodhi Tree Biotechnology Inc. filed an S-1 registration statement on February 3, 2025, for an unspecified amount of securities to be offered from time to time. The company, incorporated in Delaware, is based in Danville, CA, and operates in the management consulting services sector. Cassi Olson of Celine and Partners, P.L.L.C. is listed as the agent for service.

Why It Matters

This S-1 filing indicates Bodhi Tree Biotechnology Inc. is preparing to offer its securities to the public, a significant step towards becoming a publicly traded company.

Risk Assessment

Risk Level: medium — As an S-1 filing, it represents a company seeking to go public, which inherently carries risks associated with new market entrants and the speculative nature of initial public offerings.

Key Numbers

• 333-284678 — SEC Registration Number (Identifies the specific registration for this public offering.)
• 0930 — Fiscal Year End (Indicates the company's fiscal year concludes at the end of September.)

Key Players & Entities

• Bodhi Tree Biotechnology Inc. (company) — Filer of the S-1 registration statement.
• 0001829126-25-000646 (filing_id) — Accession number for the SEC filing.
• 20250204 (date) — Date the filing was made.
• 333-284678 (registration_number) — SEC registration number for the offering.
• Cassi Olson (person) — Agent for service for the company.
• Celine and Partners, P.L.L.C. (company) — Legal firm representing the agent for service.
• Danville, CA (location) — Location of the company's principal executive offices.

FAQ

Key Financial Figures

• $0 — up to 8,774,375 shares of common stock, $0. 0001 par value per share, (the “
• $0.032 — ption agreements at a purchase price of $0.032 per share. The holders of the shares ar
• $280,780 — redited investors for total proceeds of $280,780. The proceeds were used for working cap
• $1.07 billion — h Company As a company with less than $1.07 billion in revenue during our last fiscal year,
• $1.00 billion — ous three-year period, issued more than $1.00 billion in non-convertible debt; or (4) the dat
• $700 million — y Shares held by non-affiliates exceeds $700 million as of the last business day of our most
• $1.07 b — our total annual gross revenues exceed $1.07 billion, (ii) the date that we become
• $1 billion — date on which we have issued more than $1 billion in non-convertible debt during the prec
• $75 million — rs that had a public float of less than $75 million as of the last business day of their mo

Filing Documents

• bodhitreebiotech_s1.htm (S-1) — 523KB
• bodhitreebiotech_ex3-1.htm (EX-3.1) — 20KB
• bodhitreebiotech_ex3-2.htm (EX-3.2) — 46KB
• bodhitreebiotech_ex5-1.htm (EX-5.1) — 12KB
• bodhitreebiotech_ex10-1.htm (EX-10.1) — 53KB
• bodhitreebiotech_ex10-2.htm (EX-10.2) — 60KB
• bodhitreebiotech_ex23-1.htm (EX-23.1) — 3KB
• bodhitreebiotech_ex107.htm (EX-FILING FEES) — 10KB
• img_001.jpg (GRAPHIC) — 13KB
• img_002.jpg (GRAPHIC) — 13KB
• img_003.jpg (GRAPHIC) — 22KB
• img_004.jpg (GRAPHIC) — 6KB
• ex23-1_001.jpg (GRAPHIC) — 80KB
• ex23-1_002.jpg (GRAPHIC) — 6KB
• 0001829126-25-000646.txt ( ) — 921KB

RISK FACTORS

RISK FACTORS 3 CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS 16

USE OF PROCEEDS

USE OF PROCEEDS 17 DETERMINATION OF OFFERING PRICE 18 DIVIDEND POLICY 19 MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 20 DESCRIPTION OF BUSINESS 21 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 26 MANAGEMENT 30

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 32

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 33 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 34

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 35 SELLING STOCKHOLDERS 38 PLAN OF DISTRIBUTION 40 DISCLOSURE OF SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 42 LEGAL OPINION 43 EXPERTS 43 INTERESTS OF NAMED EXPERTS AND COUNSEL 44 ADDITIONAL INFORMATION 44 INDEX TO FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus. Neither we, nor the selling stockholders have authorized anyone to provide information different from that contained in this prospectus. We and the selling stockholders are offering to sell, and seeking offers to buy, Ordinary Shares only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our Shares. i Table of Contents PROSPECTUS SUMMARY The following summary highlights selected information from this prospectus and may not contain all the information that is important to you. To understand our business and this offering fully, you should read this entire prospectus carefully, including the financial statements and the related notes beginning on page F-1. When we refer in this prospectus to the “Company,” “our Company,” “we,” “us” and “our,” we mean Bodhi Tree Biotechnology Inc., a Delaware corporation. This prospectus contains forward-looking statements and information relating to the Company. Our Company Bodhi Tree Biotechnology Inc. was formed as a Delaware corporation on December 12, 2023. We offer vegetarian menu design services with healthy vegetarian recipes, as well as vegetarian diet consulting services. We believe our menu and recipe designs and consulting services converge with current consumer trends that demand flexitarian, vegetarian and organic lifestyles. Various industry studies indicate that consumers want healthier recip

Use of Proceeds

Use of Proceeds We will not receive any proceeds from the sale of shares of our Common Stock by the selling stockholders. Market for our Common Stock There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale.

Risk Factors

Risk Factors You should carefully read “Risk Factors” in this prospectus for a discussion of factors that you should consider before deciding to invest in our common stock. 2 Table of Contents

RISK FACTORS

RISK FACTORS An investment in our common stock is highly speculative, involves a high degree of risk and should be made only by investors who can afford a complete loss. You should carefully consider the following risk factors, together with the other information in this prospectus, including our financial statements and the related notes, before you decide to buy our common stock. he risks described below are not the only risks facing the Company. Risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, results of operations and/or prospects. We have limited operating history and it is difficult to evaluate our potential for business success. We have limited history of operations. As such, we face all the risks inherent in a new business, and there can be no assurance that we will be successful and/or profitable. Our entry into the vegetarian menu and recipe design industry and our lack of a significant operating history makes it difficult to evaluate the risks and uncertainties we face. Our failure to address these risks and uncertainties could cause our business results to suffer. Because the Company is an “emerging growth company,” the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” The Company is an “emerging growth company” as defined under the Jumpstart our Business Startups Act (“JOBS Act”). We will remain an “emerging growth company” for up to five years, or until the earliest of: (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1.07 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value

View Full Filing

View this S-1 filing on SEC EDGAR