CDP-15 - OTC Funding Proposal

Cerebrum DAO has been approached by multiple parties seeking to gain exposure to DeSci and specifically the NEURON token in amounts that are currently impractical to purchase on the open market via our Uniswap Liquidity Pool.

We currently have qualified demand for over $3 million in purchases. All OTC buyers have been or first must be cleared through KYC/AML before we will proceed on any transactions.

Cerebrum believes it is in the best interest of the DAO and its NEURON HODLRs to raise this available capital now under the terms proposed below. Our rationale for this is as follows:

• DeSci is on the cusp of a breakout year in 2025, with early momentum building these past couple of months.
• Cerebrum is staffed and its community is engaged to aggressively invest in its mission, including key product initiatives, IP development, and other compelling projects that will leverage the NEURON token and longitudinal streaming health data (e.g. the xponetiq partnership in CDP-12).
• We believe aggressive development of these initiatives and funding new IP-NFT/IPT opportunities will return huge multiples to the DAO over the coming DeSci bull cycle. Now is the time to accelerate.
• We have one approved and funded project that will generate revenues for Cerebrum DAO and another one in the pipeline that we want to fund and develop in early 2025; these OTC funds will help us deliver both projects and thus revenue potential to the DAO; revenues reduce our burn rate, reduce our reliance on external funding for sustainability, and even create the potential for profits which can be used to repurchase NEURON tokens from the open market.
• The more initiatives we can spin up over the next few months, the more this will create outsized momentum for Cerebrum and NEURON, and create a flywheel effect for funding future IP at scale.
• Additional treasury is also wise to save for the next downcycle, especially if it comes faster than expected, so that we can continue to BUIDL (HODL for hard core builders!) through a downmarket.

Cerebrum already has identified several opportunities that would accelerate upon completing this OTC transaction. Some of these are listed below:

• Develop and launch a Data Marketplace protocol. This protocol will address the growth in health and lifestyle related data being generated on a daily basis and the need for decentralized health data to be aggregated while protecting user rights. It will establish a foundation for new developments in health personalization as well as new trial designs and data access for biomarker development.
• The first use case within the Data Marketplace would be a funded pool to allow Cerebrum to provide NEURON as rewards to xponetiq app users who want to stream their data. Upon success, the Data Marketplace would be open to any parties that want to incentivize data collection with tokens in exchange for potential compensation from interested third parties. Data will be completely deidentified and encrypted end to end.
• Invest in promoting the success of NEURON-Percepta and promotion of the Percepta product with NEURON involvement, which can drive revenue operations and potential surplus funds for Cerebrum DAO.
• Fund a minimum of 10 more Translational Neuroscience IP-NFT / IPT and Product projects in 2025.
• Additional proceeds will allow us to evaluate projects that are further derisked and thus require larger initial capital commitments.
• Establish and execute a Solana strategy, which is likely to include launching the Data Marketplace protocol on the Solana Blockchain and bridging NEURON to Solana for the initial data acquisition use case.

Projected allocation of the proceeds would be as follows. These uses would each require NEURON governance at the time of proposal in order to pass. Each initiative will have its own CDP detailing the planned spending of funds. This CDP does not provide authorization to spend the funds:

• $500K to establish the Data Marketplace protocol
• $1.75M towards 10 more IP-NFT / IPT projects in 2025
• $500k for treasury reserve
• $250K for operations

With this CDP-15, Cerebrum is seeking authorization on the following points:

1. To complete up to $3 million in NEURON OTC sales in one or more transactions with one or more qualified buyers
2. To sell up to 6 billion NEURON (6.9% of our Fully Diluted supply of NEURON) with the following terms, where “lockup” means all tokes are locked in a Sablier lockup contract for the entire period of time and then unlock all at once:
   1. Up to $1.25 million at a 5% discount with a 12 month lockup;
   2. Up to $1.25 million at a 10% discount with a 24 month lockup;
   3. Up to $1.25 million at a 15% discount with a 36 month lockup.
3. The aggregate proceeds shall be no more than what is raised with 6 billion NEURON tokens at the discount schedule listed in item 2 above, and Cerebrum DAO is free to operate within the parameters of the various discounts and lockup periods to allocate the NEURON tokens to qualified buyers in exchange for proceeds as outlined above .