Investor disclosures

2. Who qualifies as an accredited investor

The SEC defines an accredited investor (in summary; see Rule 501 for the full text) as any natural person or entity meeting at least one of the following:

• Income. Individual income exceeding $200,000 (or $300,000 jointly with a spouse or spousal equivalent) in each of the two most recent years, with a reasonable expectation of the same in the current year.
• Net worth. Individual or joint net worth exceeding $1,000,000, excluding the value of the primary residence.
• Professional certification. Holders in good standing of Series 7, Series 65, or Series 82.
• Knowledgeable employeeof the issuer's private investment fund, or of a related entity.
• Entity with total assets exceeding $5,000,000 not formed for the specific purpose of this investment, or any entity wholly owned by accredited investors.

3. Verification of accredited status

Under Rule 506(c), the issuer must take reasonable steps to verify accredited status. After you submit /apply, a third-party verification provider will contact you directly to collect documentation under one of the SEC safe-harbor methods (recent IRS forms, bank/brokerage statements with a credit report, or written confirmation from a registered broker-dealer, SEC-registered investment advisor, licensed CPA, or licensed attorney). The issuer does not directly handle your tax returns or account statements.

Accredited-status verification certificates are valid for 90 days. Verification will be re-run before any subsequent investment event if the certificate has expired.

4. Forward-looking statements (safe harbor)

This site contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements about market size, product roadmap, financial projections, customer growth, and intended use of capital. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those projected.

The issuer undertakes no obligation to update any forward-looking statement after the date it is made, except as required by law. Each quantitative claim is supported by a documented basis maintained in the investor data room and made available to verified investors upon request.

5. Risk factors

An investment in either or both SAFEs offered through this site involves a high degree of risk. Prospective investors should carefully consider the following risks, in addition to the full risk-factor section of the Subscription Agreement, before investing. The risks below apply to both issuers unless explicitly labeled. [COUNSEL: review for completeness; reorder or split per issuer if material differences warrant.]

• Early-stage business. AIDirect, Inc. and LexGoAI, Inc. are each early-stage companies with limited operating history. Either may fail.
• Concentration in legal-tech and legal services. Both issuers depend on continued adoption of AI-powered legal tools (LexGoAI) and AI-leveraged legal services (AIDirect), both emerging and competitive categories.
• Regulatory risk. The issuers operate at the intersection of legal services and AI, subject to evolving state-bar, consumer-protection, unauthorized-practice-of-law, and AI regulation. Adverse rules or interpretations could limit operations or require redesign of products or services.
• Related-party dependence.AIDirect's services rely on the LexGoAI platform; LexGoAI's commercial channel into law firms runs through AIDirect. A failure or significant delay at either issuer materially affects the other. See Section 6.
• Pending litigation. LexGoAI-specific. LexGoAI, Inc. is the plaintiff in a pending breach-of-contract claim. See Section 7 for the disclosure required under Item 103 of Regulation S-K. The matter's outcome is uncertain and investors should not assume any recovery.
• Illiquidity. There is no public market for the SAFEs or the equity into which they may convert, and none is expected to develop. Investors should expect to hold indefinitely.
• Dilution. The securities may be diluted by subsequent issuances, including conversions of other SAFEs or convertible notes, employee equity grants, and future financing rounds.
• Reliance on a single founder. Both issuers. Nicolas Nunez is the sole director and primary executive of each issuer. The loss of his services would materially harm both companies. No key-person insurance is currently in place. [COUNSEL: confirm.]
• Third-party AI dependencies. The products and the AI-leveraged services rely on third-party large- language-model providers (Anthropic, OpenAI, and others) whose availability, pricing, terms, and policies may change unilaterally or be terminated.
• Cybersecurity and privacy. Both issuers handle sensitive client legal data, carrying breach exposure and regulatory exposure under federal and state privacy law, and professional-conduct duties owed to client firms.
• C-corp conversion. Each issuer is currently an LLC and will convert to a Delaware C-corporation before this round closes. The conversion is a counsel-managed workstream; delays could push the anticipated close date. [COUNSEL: confirm timing.]
• Forward-looking projections. Any projection presented may prove materially inaccurate.

This list is non-exhaustive. The complete risk-factor section appears in each issuer's Subscription Agreement and accompanying SAFE delivered to verified investors inside the portal.

6. Conflicts of interest between AIDirect and LexGoAI

AIDirect, Inc. and LexGoAI, Inc. are distinct legal entitieswith separate ownership, separate P&L, and separate capitalization. Each issues its own SAFE in this round; the two offerings are independent transactions and there is no cross-funding.

The two entities are linked by:

• An exclusive marketing agreementunder which AIDirect serves as the sole business-development partner for LexGoAI's product portfolio in the commercial market.
• A technology services agreementunder which AIDirect consumes LexGoAI platform capacity in delivering managed services to AIDirect clients, at arm's-length transfer-priced rates.
• Common ownership and control. Nicolas Nunez is the founder, sole director, and primary executive of each entity. He owns 100% of each entity pre-round.

Investors should be aware that:

• The marketing agreement and the services agreement may be amended or terminated. Any change would materially affect both companies.
• Decisions about capital allocation, hiring, IP licensing, and pricing between the two entities are made by the same individual. His judgment may not be perfectly aligned between the two issuers' interests at every decision point. [COUNSEL: consider any additional governance disclosure for sole-director sole-officer structures.]
• Revenue from professional services (AIDirect) and product license fees and platform-usage fees (LexGoAI) flow through separate books and tax filings. Cross-company transfer pricing follows arm's-length terms documented in the entities' service agreement, available to verified investors inside the portal data room.
• An investor who subscribes to bothSAFEs (“paired” election on the Subscription Agreement) holds two separate securities — one in each issuer. The securities are not cross-collateralized; failure of one issuer does not entitle the holder of that issuer's SAFE to recovery from the other.

7. Pending litigation

LexGoAI, Inc. is the intended plaintiff in a pending breach-of-contract dispute with a commercial counterparty involving a written services agreement under which the counterparty consumes the LexGoAI document pipeline. The asserted contractual damages are approximately $1,500,000. As of the date of this page, the dispute is at the [COUNSEL: characterize procedural stage — pre-litigation demand, mediation, filed complaint, etc.] stage. [COUNSEL: full Item 103 disclosure — counterparty name (if public-record), filing court (if applicable), date, principal claims, principal defenses, and any cross-claims or counterclaims.]

AIDirect, Inc. is not a party to this dispute and has no financial exposure to its outcome. The dispute's outcome is uncertain. Investors should not assume that any recovery will occur or that any specific recovery amount will be realized if a judgment or settlement is reached. Any recovery would accrue to LexGoAI, Inc. and would be reported in LexGoAI's books in the period received.

See also /financials for the related $5,000/month recurring revenue from the same counterparty under the same agreement.

8. State (blue-sky) filings

Each issuer intends to file a separate Form D with the SEC within 15 days of its first sale of securities under Rule 503(a) and to make corresponding state notice filings in each U.S. jurisdiction in which an investor in that issuer resides, as required by applicable state law. Two issuers means two Form D filings.

9. Bad-actor disclosure

Under Rule 506(d), each issuer is required to disclose certain prior covered events involving its officers, directors, ≥20% beneficial owners, and other covered persons. As of the date above, each issuer represents that no disqualifying event has occurred with respect to any covered person. The full Rule 506(d) questionnaire and any required disclosures are made available to verified investors inside the portal data room. [COUNSEL: confirm the representation language matches the executed questionnaire scope and signing date.]

10. No advice

Nothing on this site constitutes legal, tax, accounting, or investment advice. Prospective investors should consult their own advisors before investing.

11. Contact

Investor questions: invest@lexgoinvest.ai.
Counsel of record: [COUNSEL: insert firm + matter contact.]