One-Liner

Establish a dual-entity structure for VITA-FAST comprising (1) VitaFast DUNA as the community governance layer with membership for VITA-FAST token holders conferred by operation of the Charter and Association Agreement of VitaFast DUNA and (2) VitaFast LLC as the operating company, enabling compliant equity financing, IP commercialization, and streamlined operations while preserving decentralized token holder governance.

Teaser

This proposal implements VitaDAO’s Coin-to-Company (C2C) model for VITA-FAST through categorical separation of community membership (DUNA) and business operations (LLC). The VitaFast DUNA provides liability protection and governance coordination for VITA-FAST token holders (who are automatically considered members of the VitaFast DUNA for so long as they remain token holders. The DUNA does not require identity verification for governance-only participation), while VitaFast LLC—holds treasury funds, sublicenses research IP, and enables equity financing for the Korolchuk Lab’s autophagy research commercialization.

The DUNA will also enter into an agreement with a third party (yet to be defined) to act as its ministerial agent for limited operational and clerical functions, ensuring the DUNA can take limited actions in the real world without centralizing control.

Summary

In light of favorable U.S. regulatory developments for decentralized organizations and biomedical financing, this proposal seeks approval to establish a dual-entity operational structure:

Entity 1: VitaFast DUNA (Community Layer)

• Wyoming Decentralized Unincorporated Nonprofit Association

• Provides liability protection for VITA-FAST token holders

• Membership for VITA-FAST token holders conferred by operation of the Charter and Association Agreement for the DUNA upon qualifying participation through holding the VitaFast token

• Coordinates governance and community decision-making

• Does NOT hold treasury (avoids securities classification concerns)

• Oversight over Ministerial Agent’s Activities

Entity 2: VitaFast LLC (Operating Layer)

• Holds and manages VITA-FAST treasury funds

• Conducts all business operations, sublicenses research IP, and manages commercialization

• Enables equity issuance through compliant securities exemptions (Reg D/S/CF/A)

• VitaDAO (through Vitality Now) exert influence by means of being of majority voting shareholder in the LLC (shares expected to be granted conditional on KYC/AML by means of locked token holdings)

This structure implements the C2C framework’s categorical separation: tokens remain utility instruments for community membership, while equity flows through the LLC via established exemptions. Token holders can participate in both—through distinct, documented agreements.

Details

Read entire proposal: https://common.xyz/vita-fast/discussion/1312321-vfdp16-vitafast-from-ipnft-to-realworld-asset-entity-formation-for-equity-fundraising