Trocar Pharma · RadShield™ (YK-4-250)

The first therapy for the radiation injury that medicine has never been able to treat

  • $2.5M bridge open now — rolling closings at least every 60 days
  • FDA Pre-IND complete — Animal Rule pathway intended; FDA agreement not yet obtained
  • Company-reported 88% animal survival at 14.3 Gy vs. 58% control in DoD/AFRRI-supported studies
  • $4.5M+ in DoD/AFRRI preclinical funding already deployed
  • Georgetown exclusive license No. 2022-0493 secured
  • An oral GI-ARS candidate targeting a gap in national radiation preparedness
  • Project BioShield established a funded federal procurement pathway in 2004 — purchases are not guaranteed
$2.5M Bridge · $25,000 Minimum Investment|Reg D 506(c) · Verified Accredited Only
$2.5M
Bridge Open Now
88%
Animal Survival @ 14.3 Gy
$0
Approved GI-ARS Rivals
$36.65B
10-Yr Projected Revenue

Project BioShield · Federal procurement context

A national preparedness priority. A GI-ARS gap still to close.

Congress established Project BioShield in 2004, and President George W. Bush signed it into law on July 21. It created a funded federal pathway to develop and procure medical countermeasures against chemical, biological, radiological and nuclear threats for the Strategic National Stockpile.

The procurement infrastructure already exists. Trocar’s task is to develop a countermeasure that can earn its place in it.

RadShield™ is being developed as an oral candidate for GI-ARS prevention and post-exposure mitigation. Trocar reports 88% survival versus 58% in controls at 14.3 Gy in DoD/AFRRI-supported preclinical studies—a 30-percentage-point difference at a highly lethal experimental exposure.

View The Deck
Emergency medical countermeasure stockpile warehouse

Stockpile preparedness context; not a Trocar facility or product inventory.

$290M
Nplate stockpile purchase · 2022
A real federal radiation-countermeasure purchase for blood-cell injury—not a GI-ARS therapy, RadShield award or valuation floor.
88%
Company-reported animal survival
At 14.3 Gy, versus 58% control. Human safety and efficacy remain unestablished.

HHS leads Strategic National Stockpile procurement through ASPR/BARDA; DoD has separate military preparedness responsibilities.

BARDA identified GI-ARS as an unmet need with no FDA-approved countermeasure in its 2024 Synedgen announcement.

The raise

$2.5M bridge open now

The current offering is for up to $2.5M of unsecured convertible promissory notes under Rule 506(c), with rolling closings no less frequently than every 60 days. The $40M Series A and expected later $50M financing are context only and are not offered here.

Tranche 1 · Open now

$2,500,000

Operating Bridge

Reopens and scales operations, rebuilds the full-time team, and completes the product-development and regulatory work required to enter the next financing from strength.

Exemption
Reg D Rule 506(c) · verified accredited investors
Timing
Rolling closings no less frequently than every 60 days
Security
Unsecured convertible note · 10% simple interest · 18 months
Check size
$25,000 minimum investment

Tranche 2 · Follow-on

$40,000,000

IND Enablement

A separate Series A financing described for planning context only. It is in progress, has not closed, and is not offered through the bridge investor binder.

Exemption
Reg D Rule 506(b) · accredited investors
Timing
Opens after bridge milestones are met
Security
Preferred equity
Disclaimer
This tranche is not being offered in the current bridge raise. It is shown for context and timeline only. The current raise is a 506(c) offering; follow-on tranches are separate 506(b) offerings and cannot be intermingled.

Tranche 3 · Follow-on

$50,000,000

Clinical & Procurement

An expected subsequent financing that has not been structured and has no commitment. It is not offered through the bridge investor binder.

Exemption
Reg D Rule 506(b) · accredited investors
Timing
Opens on IND clearance
Security
Preferred equity
Disclaimer
This tranche is not being offered in the current bridge raise. It is shown for context and timeline only. The current raise is a 506(c) offering; follow-on tranches are separate 506(b) offerings and cannot be intermingled.

The Bridge Investor Subscription Binder contains the controlling current offering terms. The follow-on financings require separate documentation and may change or not occur.

Offering Mechanics & Detail

How the $2.5M bridge works

The current Rule 506(c) offering is governed by the Tranche 1 Bridge Investor Subscription Binder. The notes carry a 20% conversion discount and no valuation cap; their ultimate value is not known until a Qualified Financing or other contractual event occurs.

Instrument
Unsecured convertible note
Offering size
Up to $2,500,000
Minimum
$25,000, subject to Company discretion
Interest
10% per year · simple and non-compounding
Maturity
18 months from each investor's funding date
Qualified Financing
Next equity financing raising at least $5,000,000
Automatic conversion
80% of the Qualified Financing price · no valuation cap
Maturity outcome
Majority Holders choose cash repayment or one six-month extension, then cash repayment
Change of Control
Holder elects cash equal to 1.5× principal plus accrued interest or Common Stock conversion at 80% of the transaction price
Investor protections
Most-favored-nation protection and priority participation rights, as defined in the binder

Use of proceeds

40% · 30% · 15% · 15%

Science and product development · core team · regulatory work · legal, compliance, government engagement and working capital.

Direct issuer offering

Trocar is offering the notes directly through its officers and employees. No placement agent, finder or broker-dealer is engaged, and no transaction-based compensation is paid.

Government market context

Since 2004, Project BioShield has supported federal procurement of qualifying approved or approvable medical countermeasures. HHS/ASPR/BARDA leads Strategic National Stockpile purchasing; FDA approval alone does not trigger a RadShield purchase.

The binder controls if any website summary conflicts with it. The notes are speculative, illiquid securities and investors may lose their entire investment. Outstanding convertible instruments may dilute noteholders. Offered only to independently verified accredited investors.

Watch before you invest

Sixty years of searching. Zero approved treatments.

A short briefing on RadShield™, the GI-ARS survival gap, and why Trocar is positioned to fill it under the FDA Animal Rule.

Traction

Government-supported data, secured IP, and a defined regulatory strategy

In a category defined by decades of failed candidates, Trocar's progress is documented by federal research partners, an executed university license, and a completed Pre-IND meeting.

88%

Survival at a lethal dose

Company-reported 88% animal survival vs. 58% control at 14.3 Gy in DoD/AFRRI-supported GI-ARS studies—a 30-percentage-point difference. This is preclinical evidence, not demonstrated human efficacy.

$4.5M+

DoD / AFRRI funding

Preclinical efficacy data generated through DoD/AFRRI-supported work. Preclinical results are not predictive of human outcomes.

Pre-IND

FDA meeting completed

Trocar intends to pursue the Animal Rule pathway; FDA has not formally agreed that it applies to RadShield.

2

U.S. patents

Issued U.S. Patents Nos. 11,311,526 and 9,233,949 under the exclusive Georgetown license.

13+

Pipeline indications

Oncology support, hypertension, NASH, inflammatory disease, Alzheimer's and viral infection — $100B+ of added TAM.

NIH

Grant 1U01AI187033-01

Active award with a priority score of 30, alongside a Congressional letter of support from Rep. Steny Hoyer.

The science

Halting the cascade that makes radiation lethal

Above 6–7 Gy, death is driven by Gastrointestinal ARS: intestinal barrier breakdown, bacterial translocation, sepsis, and multi-organ failure. Legacy countermeasures address bone marrow injury only. RadShield targets the GI survival window directly.

RadShield oral capsule in United States flag livery

01

Dual Mechanism of Action

Angiotensin receptor I blockade paired with targeted ROS quenching — the combination that separates RadShield from single-pathway candidates.

02

Stem Cell Regeneration

Activates intestinal crypt stem cell proliferation, accelerating repair of radiation-damaged epithelium.

03

Cytokine Suppression

Blocks the pro-inflammatory cascades (IL-1β, TNF-α, IL-6) that drive intestinal barrier failure.

04

Oxidative Stress Control

Antioxidant activity reduces reactive oxygen species across the GI mucosa after exposure.

Result: barrier integrity is preserved, bacterial translocation is prevented, and the lethal cascade is halted.

Compound
YK-4-250
Patented DIM analog
Route
Oral
Stockpile and field deployable
Window
24 Hours
Post-exposure administration
Target
GI-ARS
8–13 Gy lethal exposure band
Toxicity
No DLTs
In pharmacology studies to date
Pathway
Animal Rule
Intended pathway; FDA agreement pending
Format
Tablet / Suspension
Administered by non-clinical personnel
Pricing
$3,500
Mid-dose modeling assumption per course
IP
2 U.S. Patents
Exclusive global license from Georgetown

Market

10-Year Revenue Projection

Management's base-case model considers four potential markets: defense readiness, civilian preparedness, space exploration, and oncology supportive care. These are projections, not secured customers or guaranteed revenue.

Near-term

Defense Readiness

Potential U.S. defense and biodefense demand for a deployable post-exposure countermeasure. No government contract, award or procurement commitment has been secured.

Mid-term

Civilian Preparedness

FEMA / DHS nuclear incident response stockpiling for 340M+ U.S. civilians, with SNS procurement eligibility.

Mid / Long

Space Exploration

NASA and commercial astronaut health protocols for lunar, Mars and deep-space missions beyond low Earth orbit.

Long-term

Oncology Support

GI protection adjunct across 650,000+ annual radiation therapy courses where GI injury limits therapeutic dosing.

National strategic stockpile warehouse of emergency medical countermeasures

10-Year Revenue Projection

$36.65B

Projected 10-year cumulative revenue (mid-dose base case, post-FDA approval)

Management's illustrative cumulative base-case estimate using the $3,500 mid-dose treatment-course assumption described in the investor binder. It is not a forecast or guarantee of results.

Why now

The buyer, the pathway, and the data all exist. The product has never existed — until now.

01

Government-supported development

$4.5M+ in DoD/AFRRI preclinical funding supported development and testing. No government contract, award or procurement commitment for RadShield has been secured.

02

A defined regulatory strategy

The FDA Pre-IND meeting is complete, and Trocar intends to pursue the Animal Rule. FDA has not formally agreed that this pathway applies to RadShield.

03

First-mover in an empty category

RadShield targets the GI-ARS treatment gap as an oral prevention and mitigation candidate. BARDA's 2024 GI-ARS announcement reports no approved countermeasure and supports another candidate, MIIST305; RadShield is not the only product in development.

04

A federal purchasing pathway established in 2004

Project BioShield created a funded pathway to procure national-security countermeasures. The $290M Nplate purchase in 2022 demonstrates real radiation-preparedness spending—not a guaranteed RadShield contract. See the sourced BioShield section above.

Roadmap

Target development milestones through 2027

The bridge is intended to restore and sustain operations while advancing product, CMC, preclinical and regulatory work. All timing is management's current estimate and remains subject to financing, study results and FDA review.

  1. Q4 2026

    GLP Toxicology & cGMP Initiated

    • Repeat-dose toxicology in rat and mini-pig models
    • API synthesis at commercial-intent scale
    • Stand up BARDA BAA pursuit and government capture team
  2. Q1 2027

    CMC Package & IND Submission

    • Formulation development completed; CMC package assembled
    • Target FDA IND submission; the intended Animal Rule pathway remains subject to FDA agreement
    • 30-day clearance target; Phase 1 and CMC run concurrent
  3. Q2–Q3 2027

    Phase 1 & Pivotal Animal Efficacy

    • Human safety with surrogate efficacy endpoints
    • Pivotal animal efficacy studies under the Animal Rule
    • Strategic licensing discussions activated on filing
  4. Q4 2027

    Commercialization & Procurement

    • NDA submission supported by AFRRI and animal efficacy data
    • Government procurement negotiations under stockpile authority
    • Pipeline expansion into the 13+ secondary indications

Use of proceeds — $2.5M bridge

Core Payroll & Benefits

$750K · 30%

Rebuild the full-time operating team

Product / CMC Completion

$750K · 30%

Technical work to complete the lead development milestone

Regulatory / Quality / Clinical Planning

$375K · 15%

Regulatory consultants, quality systems, protocol planning

Lab / Preclinical Studies

$250K · 10%

External research, testing and data package work

Legal / Financing / Compliance

$125K · 5%

Corporate, securities and offering compliance

Business Development / IR

$125K · 5%

Strategic partnerships and investor communications

Contingency / Working Capital

$125K · 5%

Timing buffer, vendor deposits, operational reserve

Team

The inventor, the oncology operator, and the process chemist who scaled Januvia

Trocar's leadership pairs the scientist who discovered YK-4-250 with executives who have run an NCI-designated cancer center, led cross-border investment banking, and taken an API from research to commercial manufacture.

Milton L. Brown, MD, PhD, FNAI

Co-Founder, Chairman & CEO

Discovered YK-4-250. MD (Virginia) and PhD in synthetic chemistry (UAB). Founding director of Georgetown's Drug Discovery Program; co-founder of Nasdaq-listed Shuttle Pharmaceuticals (SHPH).

Donald L. "Skip" Trump, MD, FACP

Clinical Development & Oncology

President of Roswell Park Comprehensive Cancer Center 2007–2014; now CEO of the Inova Schar Cancer Institute. Johns Hopkins-trained, nationally recognized in GU oncology.

Damian V. Dolland

Co-Founder

Former Executive Director, Investment Banking at Morgan Stanley and COO of its Inclusive Ventures Group; previously Head Managing Director, Sub-Sahara Investment Banking at JP Morgan India.

Joseph D. Armstrong III, PhD

CMC Advisor

Two decades in Merck Process Research. Led the team that developed the commercial API manufacturing process for Januvia (sitagliptin).

Melissa Brooks, CPA

Chief Financial Officer

25+ years in accounting and financial management, beginning at PricewaterhouseCoopers. Oversees financial operations, controls and compliance.

Joy Hinton, Esq.

Outside/Retained Counsel

Regulatory, securities and transactional counsel, working alongside Covington & Burling LLP and Akin Gump Strauss Hauer & Feld LLP.

Milton Brown Jr., MBA, MPS

Chief of Staff

MBA and MPS in Sports & Entertainment Management from Georgetown University; B.S. in Business Marketing from Oakwood University. Brings business development, partnership, marketing strategy and operations experience to support investor communications, strategic growth and day-to-day company operations.

Derrick L. Phelps

Executive Vice President, Corporate Development & Capital Markets

Leads capital strategy and institutional and government relationships at Trocar Pharma, directing the Company's financing programs and outreach across defense, biodefense-procurement, and institutional investor channels.

Trocar Pharma

Investment terms

$2.5M bridge terms

The current bridge is offered under Rule 506(c) to independently verified accredited investors. Follow-on financings are described only for context and are not offered through the bridge binder.

Issuer
Trocar Pharma, Inc. (Delaware C-Corporation, qualified to do business in Maryland)
Current Offering
$2,500,000 operating bridge — open now
Structure
Reg D, Rule 506(c) — verified accredited investors only
Security
Unsecured convertible promissory note · 18-month maturity
Note Rate
10% simple interest, non-compounding
Minimum Investment
$25,000 · larger allocations welcome
Conversion
80% of the price in a Qualified Financing of at least $5M · no valuation cap
Maturity Election
Majority Holders choose cash repayment or one six-month extension, then cash repayment
Change of Control
Holder elects 1.5× principal plus accrued interest in cash or conversion at 80% of the transaction price
Closing
Rolling closings no less frequently than every 60 days
Verification
Third-party accreditation verification required under 506(c)
Escrow
Funds held in third-party escrow pending closing conditions
Follow-On Context
$40M Series A in progress but not closed; expected later $50M financing is unstructured and uncommitted. Neither is offered here.

Diligence

One investor package. Three supporting documents.

The confidential Bridge Investor Subscription Binder is the controlling package for the current offering. After executing the NDA, investors receive the binder together with the Bridge Investment Case, September Investor Update and RadShield White Paper.

FAQs

Frequently asked questions

1.What is a Regulation D Rule 506(c) private placement?

Rule 506(c) is an SEC exemption that lets a private company raise an unlimited amount from accredited investors and publicly advertise the offering. In exchange, the company must take reasonable steps to verify that every purchaser is accredited — self-certification alone is not sufficient.

2.Who can invest in this offering?

Only accredited investors, as defined in Rule 501(a). That generally means individual income above $200,000 (or $300,000 jointly) for the last two years, net worth above $1,000,000 excluding your primary residence, certain professional licenses, or qualifying entities. Verification is handled by an independent third party under Trocar's Accredited Investor Verification Policy.

3.How much can I invest?

The offering is for up to $2,500,000, with a $25,000 minimum investment unless the Company accepts a smaller amount in its discretion. Larger allocations are subject to availability and Company approval.

4.Why invest in a clinical-stage biodefense company?

Early-stage medical countermeasure companies can capture asymmetric upside when a government buyer, a defined regulatory pathway, and existing data all pre-exist the product. That upside comes with substantial risk: most clinical-stage assets never reach approval, and returns, if any, are realized over years rather than months.

5.What do I need to know about early-stage investing? Are these investments risky?

Yes — this is a high-risk investment. Preclinical results may not translate to humans, regulatory timelines can extend, government procurement is never guaranteed, and the securities are illiquid with no public market. You should be prepared to hold indefinitely and to lose your entire principal. Invest only what you can afford to lose, and review the offering documents in full.

6.When and how could I see a return on my investment?

There is no dividend and no fixed maturity of value. A return, if one occurs, would come from a liquidity event — an acquisition by a pharmaceutical or defense prime, a strategic licensing transaction, a government procurement contract that supports a valuation event, or an eventual public listing. Bridge securities are structured to convert into the next qualified financing.

7.Can I sell or transfer my securities? Is there a secondary market?

No. Securities sold under Rule 506(c) are restricted and cannot be freely resold. There is no secondary market for Trocar Pharma securities, and none is expected. Transfers require company consent and compliance with applicable securities laws.

8.Where can I find the official offering documents?

The confidential Tranche 1 Bridge Investor Subscription Binder is the controlling investor package. It and three supporting documents—the Bridge Investment Case, September Investor Update and RadShield White Paper—are released after you complete the access form and execute the NDA.

9.What fees do I pay as an investor?

Trocar charges investors no placement, platform, subscription or carry fees. You may incur third-party costs for accreditation verification or your own legal and tax advisors.

10.How do I actually complete an investment?

Reserve an allocation on this site, complete third-party accreditation verification, execute the subscription and pledge documents, and wire funds to the escrow instructions we send by email. Closings are on a rolling basis inside the 60-day bridge window.

11.Do I need my own advisors?

Yes, we recommend it. Nothing on this site is investment, legal, or tax advice. Please review the offering documents with your own counsel and tax advisor before subscribing.

Trocar Pharma shield mark

Request access

The $2.5M bridge is open now

Offer materials are released under NDA to accredited investors and independent verification is required under Rule 506(c). The bridge offers up to $2.5M of unsecured notes with a $25,000 minimum and rolling closings no less frequently than every 60 days.

Or call 702-929-9226 · Rolling closings at least every 60 days