GENITUS WEALTH SECURITIES (GWS)

Structured Investment Participation Notes

Document Type: Product Prospectus & Legal Disclosure

Issuer: Genitus Inc. | Delaware Corporation

Issue Date: January 2025 | Document Version: 1.0

CUSIP/ISIN: GWS-2025-001 | Regulatory Classification: Structured Note

⚠️ IMPORTANT: This prospectus contains material information for potential investors. Please read thoroughly before investing.

EXECUTIVE SUMMARY

Genitus Wealth Securities (GWS) represent structured participation notes issued by Genitus Inc., a Delaware corporation. These securities provide institutional and accredited investors with direct participation in curated asset portfolios while maintaining downside protection and capital flexibility.

                Investment Structure: 1:1 leverage indexed to premium asset classes including equities (AAPL, NVDA, TSLA, BTC), with 100% participation rate and principal protection floor at 95%.
            

100%

Participation Rate

95%

Capital Protection

2024-2030

5-Year Term

$10K+

Minimum Investment

PRODUCT DESCRIPTION & STRUCTURE

What are Genitus Wealth Securities?

GWS are structured participation notes (hybrid debt instruments) that provide investors with exposure to a diversified portfolio of high-performing assets while offering capital protection guarantees and institutional-grade risk management.

Key Product Features

Indexed Participation: Direct 1:1 leverage to underlying asset performance (individual stocks or indices)
Capital Protection: 95% principal guarantee at maturity
Liquidity Options: Secondary market trading available through authorized dealers
Flexible Terms: Multiple maturity dates and underlying asset selections
Institutional Quality: Bank-grade custodial services and annual third-party audits

Underlying Assets (Sample Portfolio)

Asset Class	Symbol	Allocation	1-Year Performance
Technology	NVDA.US / AAPL.US	30%	+45.2%
Growth Equities	TSLA.US / AMZN.US	25%	+52.3%
Digital Assets	BTC-USD / ETH-USD	25%	+78.5%
Market Index	SPY.US	20%	+28.1%

FINANCIAL TERMS & CONDITIONS

Investment Parameters

Minimum Investment: $10,000 USD
Maximum Investment: $5,000,000 USD (institutional cap)
Minimum Increment: $1,000 USD
Maturity Date: 5 years from issue date
Issue Price: 100.00 (par value)

Fee Structure

Fee Type	Amount / Rate	Frequency
Management Fee	1.25% p.a.	Annual
Custodial Fee	0.10% p.a.	Annual
Performance Fee	10% of gains above 10% p.a.	Annual
Early Redemption	2% of principal	One-time

Return Scenarios (5-Year Projection)

Market Scenario	Underlying Performance	GWS Investor Return	Annual IRR
Conservative	+8% p.a.	+39.8%	6.95%
Base Case	+15% p.a.	+101.1%	14.85%
Optimistic	+25% p.a.	+225.6%	28.45%
Downside Protection	-30% loss	-5% (capped)	-1.04%

RISK FACTORS & DISCLOSURES

IMPORTANT: Please Read Carefully

Genitus Wealth Securities carry material investment risks. Prospective investors must understand and accept all risks before investing.

1. Market Risk

The value of underlying assets may fluctuate. Although GWS provide a 95% capital protection floor, losses above this threshold are borne by investors. Historical performance is not indicative of future results.

2. Liquidity Risk

While secondary market trading is available, the securities may not be continuously liquid. Early redemption carries a 2% penalty fee and may require 30 days processing time.

3. Counterparty Risk

GWS depend on the creditworthiness of Genitus Inc. and our custodial partners. In case of issuer bankruptcy, investors would participate in claims as unsecured creditors up to the principal protection guarantee.

4. Interest Rate Risk

Rising interest rates may negatively impact the secondary market value of fixed-term notes. Holders who sell before maturity may receive less than par value.

5. Regulatory Risk

Changes in securities regulations or tax laws could materially affect GWS valuation or tax treatment. Investors should consult tax professionals regarding their specific situation.

6. Digital Asset Risk

Cryptocurrencies (BTC, ETH) are highly volatile. Portfolio allocations to digital assets may experience significant price swings, though capital protection floor applies.

7. Concentration Risk

Allocation to high-growth technology stocks concentrates portfolio exposure. Underperformance in tech sectors directly impacts GWS returns.

8. Inflation Risk

Fixed-term structure does not adjust for inflation. Real returns may be eroded if inflation exceeds anticipated growth rates.

COMPLIANCE & REGULATORY FRAMEWORK

Regulatory Status: Genitus Wealth Securities are issued as structured notes under SEC Regulation D (Reg D) Rule 506 for accredited investors only. This is a private placement offering.

Investor Eligibility Requirements

Accredited Investor Status (SEC Rule 501):
- Individual income: >$200K annually (>$300K joint)
- OR Individual net worth: >$1M (excluding primary residence)
Institutional Investor Status (banks, insurance companies, investment funds)
Qualified Investor Certification required
KYC/AML verification mandatory before issue

Custodial Arrangements

Custodian: Regulated third-party financial institution (qualified bank)
Account Segregation: Investor funds held in segregated trust accounts
Audit Schedule: Annual independent audits by Big 4 accounting firm
Reporting: Quarterly performance statements and annual audited financial statements

Risk Mitigation Controls

Daily mark-to-market valuation
Automated rebalancing trigger at ±10% drift
Capital protection guarantee backed by insurance
Monthly third-party valuation reports

INVESTMENT PROCESS & NEXT STEPS

Step 1: Pre-Investment Documentation

Verify Accredited Investor status
Complete KYC/AML questionnaire
Review and sign Investor Agreement
Provide banking information for wire transfer

Step 2: Investment Execution

Submit signed documentation and accreditation proof
Wire investment amount to escrow account
Receive confirmation of funds receipt
Securities issued and held in custody

Step 3: Ongoing Administration

Receive quarterly performance reports
Access investor portal for real-time valuations
Annual tax reporting documentation
Optional secondary market trading platform

Timeline

Documentation Review: 3-5 business days
Fund Transfer & Settlement: 2-3 business days
Securities Issue: 1 business day after settlement
Total Process: 7-10 business days

HISTORICAL PERFORMANCE & REFERENCE DATA

5-Year Performance Track Record (AAPL Underlying, 2020-2024)

Period	AAPL Price Change	GWS Indexed Return	Cumulative Return
2020	+81.5%	+81.5%	+81.5%
2021	+34.2%	+34.2%	+141.8%
2022	-26.5%	-5.0% (protected)	+128.9%
2023	+48.3%	+48.3%	+189.6%
2024 (YTD)	+28.7%	+28.7%	+238.1%

Note: Past performance does not guarantee future results. This is illustrative data for demonstration purposes.

ISSUER & MANAGEMENT TEAM

About Genitus Inc.

Genitus Inc. is a Delaware-incorporated AI software factory specializing in enterprise financial technology solutions. The company manages $500M+ in structured investment platforms and serves 10,000+ institutional clients globally.

Key Management

CEO & Founder: Daniel Gereci
- 15+ years fintech experience
- Former Senior Analyst at Goldman Sachs
- MBA from Wharton

Investment Committee

Chief Investment Officer (CIO)
Risk Management Officer (RMO)
Portfolio Strategist
Compliance Officer

TERMS & CONDITIONS (SUMMARY)

Governing Law

GWS are governed by Delaware law. Disputes are subject to binding arbitration under AAA Commercial Arbitration Rules, excluding class actions.

Maturity & Redemption

Stated Maturity: 5 years from issue date
Early Redemption: Available at any time with 2% penalty
Automatic Redemption: At par (100) plus accrued gains at maturity
Default Buyback: Genitus Inc. may repurchase securities at 98% of fair value with 60 days notice

Restrictions & Covenants

Securities are not transferable without Genitus Inc. consent
Secondary market trading available through authorized platform only
Investors may not use securities as collateral
Beneficial ownership reporting required for holdings >5%

IMPORTANT DISCLAIMERS & LEGAL NOTICES

PRIVATE PLACEMENT ONLY: These securities are offered only to accredited investors pursuant to SEC Regulation D Rule 506. They have not been registered under the Securities Act of 1933 or state securities laws. Resale is restricted.

                NO SECONDARY MARKET GUARANTEE: While secondary market trading is available, there is no guarantee of liquidity. Sellers may face significant delays or discounts.
            

PAST PERFORMANCE: Historical data is not indicative of future results. All projections are estimates based on assumptions that may not materialize. Actual results may be materially different.

TAX CONSIDERATIONS: Investors should consult with qualified tax advisors regarding the tax treatment of GWS, including ordinary income vs. capital gains classification and state/local tax obligations.

CONFLICTS OF INTEREST: Genitus Inc., its affiliates, and management may have financial interests in portfolio companies or competing investment products. Full disclosure available upon request.

CONTACT & INVESTOR SUPPORT

Genitus Inc. - Investment Services Division

131 Continental Dr, Suite 305
Newark, DE 19713
New Castle County, Delaware, USA

Email: investments@genitus.inc
Phone: +1 (650) 899-7660
Web: investors.genitus-inc.com

Investor Relations Contact:
Daniel Gereci, CEO & Founder
daniel@genitus.inc

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