Invest in Fisher Wallace Laboratories, Inc.

Prescription Neurotech for Mental Health and High Performance

Perks for investing:

  • 100% Bonus Shares
  • Invest $1502.90+ for Free OAK Coupon Code
  • Minimum investment for bonus shares: $112.10 (+ 3.5% processing fee)
INVEST

Share Price $11.21
($11.60 including 3.5% fee)

SEC Filings | Form C | Investor Education




Problems at Scale

Living with Mental Health Conditions
Mental Health by the Numbers
Suicide Prevention Annual Report


Mission

To create a foundational hardware layer for brain performance that restores and preserves healthy mood, sleep, autonomic function, and cognitive resilience.

About Us

Our next-generation technology, OAK, is the result of 17 years of clinical research, product development, and commercial testing of our wearable brain stimulation technology. It works by engaging the brain’s limbic, cortical, and subcortical structures, which govern mood, sleep, autonomic function, and cognitive resilience. Designed in collaboration with the teams behind Beats and Nest, OAK is on track for FDA clearance by September 2026 for the treatment of anxiety. We are pursuing additional FDA indications next year to treat depression and insomnia, and to support cognitive performance in healthy users. Think of us as a human intelligence startup!


Our technology is currently undergoing pilot testing within the U.S. Department of Veterans Affairs and with a leading esports team. Our research foundation includes two published depression trials, a published Parkinson’s study, an exploratory insomnia study, and an anxiety study currently pending publication. Furthermore, we have conducted real-world studies focused on PTSD treatment and Substance Use Disorder rehabilitation. To date, we have 60,000 active users of our proof-of-concept device, which was distributed under temporary FDA clearance through 2023.

Scientific Evidence

OAK treats symptoms by optimizing central brain function in 20 minutes daily. Research at Massachusetts General Hospital showed clinically significant electrical field delivery to the anterior cingulate cortex, hippocampus, amygdala, insula, and other regions integral to mood, sleep, and cognition. Clinical trials and real-world evidence show symptom reduction in the first week for most patients, without significant side effects.

Focus on Veterans

The US Department of Veterans started enrolling patients in a pilot study with our device in January 2026, at the Birmingham, Alabama VA medical Center. this study will serve as a “blueprint” for adoption for other medical centers, and we’ve selected Maclean Health as our VA and DoD marketing and distribution partner.  With over a million veterans receiving mental health services every year,  government procurement alone offers an opportunity for Fisher Wallace Labs to grow into a large enterprise by serving our nation’s heroes, while we methodically grow within the consumer mental healthcare market via telemedicine-powered eCommerce.


Gen Z

The highest mental health burden of any generation. OAK® addresses this with a rapid, comfortable, non-pharmacologic option designed for daily use and offered in vibrant colors. OAK® works rapidly but is designed for lifelong use and resilience. People seen wearing it will much more likely be optimizing their brain performance than actively treating symptoms.


 

FDA Clearance Application Submitted in April 2026

Our recent submission highlights the outstanding results of our anxiety and stress study, conducted in collaboration with the Seattle Police Department. The study enrolled 164 first responders from across the country. Our technology demonstrated rapid effectiveness, with durable and improving results throughout the eight-week study period. Furthermore, no significant side effects were observed, though a small number of participants reported mild and temporary symptoms. These findings are currently being prepared for publication in a peer-reviewed journal.


Advisors

Dr. Maurizio Fava
Psychiatrist-in-Chief, Massachusetts General Hospital
Chair, Mass General Brigham Academic Medical Centers Psychiatry Department

Dr. David Shulkin
Fmr US Secretary of Veterans Affairs
Fmr CEO of Beth Israel Medical Center
Board Member, Maclean Health




Co-Founders


Kelly Roman
Co-Founder and CEO
17 years of neurotech leadership, published author, Harvard College graduate, son of U.S. Army Veteran

Charles “Chip” Fisher
Co-Founder and Chairman
Angel investor in Fisher Wallace Labs, Philanthropist, Harvard College graduate, Juilliard Board Member

Frequently asked questions

1. What is Fisher Wallace Lab’s pre-money valuation?

Fisher Wallace Lab’s pre-money valuation is $120,500,000. The valuation was calculated by multiplying the total number of shares outstanding (TSO) by the price per share offered in this raise. This is a pre-money valuation — meaning it reflects the company’s value before any new funds raised in this offering are added.

2. Why invest in startups?

Regulation CF allows investors to invest in startups and early-growth companies. This is different from helping a company raise money on Kickstarter; with Regulation CF Offerings, you aren’t buying products or merchandise – you are buying a piece of a company and helping it grow.

3. How much can I invest?

Accredited investors can invest as much as they want. But if you are NOT an accredited investor, your investment limit depends on either your annual income or net worth, whichever is greater. If the number is less than $124,000, you can only invest 5% of it. If both are greater than $124,000 then your investment limit is 10%.

4. How do I calculate my net worth?

To calculate your net worth, just add up all of your assets and subtract all of your liabilities (excluding the value of the person’s primary residence). The resulting sum is your net worth.

5. What are the tax implications of an equity crowdfunding investment?

We cannot give tax advice, and we encourage you to talk with your accountant or tax advisor before making an investment.

6. Who can invest in a Regulation CF Offering?

Individuals over 18 years of age can invest.

7. There will always be some risk involved when investing in a startup or small business.

The earlier you invest, the more risk that is usually present. If a company goes out of business, your ownership interest could lose all value. Your shares may not have voting rights or you may have limited voting power to direct the company due to dilution over time. You may have to wait five to seven years (if ever) for an exit via acquisition, IPO, etc. Because early-stage companies are still in the process of perfecting their products, services, and business model, nothing is guaranteed. That’s why startups should only be part of a more balanced, overall investment portfolio.

8. The Common Stock (the “Shares”) of Fisher Wallace Laboratories (the “Company”) is not publicly-traded.

As a result, the shares cannot be easily traded or sold. As an investor in a private company, you typically look to receive a return on your investment under the following scenarios: (i) the Company gets acquired by another company, or (ii) the Company goes public (makes an initial public offering). In those instances, you receive your pro-rata share of the distributions that occur, in the case of acquisition, or you can sell your shares on an exchange. These are both considered long-term exits, taking approximately 5-10 years (and often longer) to see the possibility for an exit. It can sometimes take years to build companies. Sometimes there will not be any return as a result of business failure. Shares sold via Regulation Crowdfunding offerings have a one-year lockup period before those shares can be sold under certain conditions.

9. Exceptions to limitations on selling shares during the one-year lockup period:

In the event of death, divorce, or similar circumstance, shares can be transferred to:
• The company that issued the securities
• An accredited investor
• A family member (child, stepchild, grandchild, parent, stepparent, grandparent, spouse or equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships)

10. What happens if a company does not reach their funding target?

If a company does not reach their minimum funding target, all funds will be returned to the investors after the close of the offering.

11. How can I learn more about a company’s offering?

All available disclosure information can be found on the offering pages for our Regulation Crowdfunding offering.

12. What if I change my mind about investing?

You can cancel your investment at any time, for any reason, until 48 hours prior to a closing occurring. If you’ve already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To submit a request to cancel your investment please email: info@dealmakersecurities.com

13. How do I keep up with how the company is doing?

At a minimum, the company will be filing with the SEC and posting on it’s website an annual report, along with certified financial statements. Those should be available 120 days after the fiscal year end. If the company meets a reporting exception, or eventually has to file more reported information to the SEC, the reporting described above may end. If these reports end, you may not continually have current financial information about the company.

14. What relationship does the company have with DealMaker Securities?

Once an offering ends, the company may continue its relationship with DealMaker Securities for additional offerings in the future. DealMaker Securities’ affiliates may also provide ongoing services to the company. There is no guarantee any services will continue after the offering ends.

 



Discussion


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Contact Us

Fisher Wallace Laboratories
630 Flushing Avenue, Suite 104
Brooklyn, NY 11206

Citations

  • National Health and Resilience in Veterans Study (NHRVS). Prevalence of mental-health conditions among U.S. veterans, including anxiety, depression, and insomnia. Updated analysis.
  • U.S. Department of Veterans Affairs. “Nearly two in five U.S. veterans meet criteria for clinical or subthreshold insomnia.” VA-affiliated population sleep-health research report.
  • Operation Enduring Freedom / Operation Iraqi Freedom / Operation New Dawn Veteran Cohort Study. “41% screened positive for at least one mental-health condition (anxiety, depression, PTSD, SMI, or SUD).” Nationally representative U.S. veteran survey.
  • Military Health System Sleep Research Review. “Insomnia prevalence in active-duty uniformed service members is estimated to be nearly 50%.”
  • U.S. Department of Defense – Psychological Health Center of Excellence. “Approximately 12% current major depression prevalence in active-duty personnel.”
  • Military Sleep Duration Surveillance Study. “41% of active-duty service members report fewer than five hours of sleep per night,” indicating pervasive insomnia and sleep disturbance.
  • SAMHSA. 2021 NSDUH Annual Report. 2022.
  • NIMH. Major Depression. 2022.
  • NIMH. Any Anxiety Disorder. 2022.
  • CDC. Sleep Difficulties Among Adults: United States, 2020. NCHS Data Brief No. 436. 2022.
  • American Academy of Sleep Medicine. 12% of Americans diagnosed with chronic insomnia. June 2024.
  • Gooch CL, Pracht E, Borenstein AR. Burden of neurological disease in the U.S. Ann Neurol. 2017;81(4):479–484.
  • GBD 2017 U.S. Neurological Disorders Collaborators. Burden of neurological disorders across the U.S., 1990–2017. JAMA Neurol. 2021;78(2):165–176.
  • WHO. Mental Disorders Fact Sheet (2019 data). Updated 2023.
  • WHO. Depression Fact Sheet (2019 data). Updated 2024.
  • GBD 2021 Nervous System Disorders Collaborators. Global burden of disorders affecting the nervous system, 1990–2021. Lancet Neurol. 2024;23(4):344–381.
  • Morin CM, Jarrin DC. Epidemiology of Insomnia. Sleep Med Clin. 2022;17(2):173–191.
  • Caponnetto V, et al. Comorbidities of primary headache disorders. J Headache Pain. 2021;22(1):71.
  • Hackett ML, Pickles K. Depression after stroke: meta-analysis. Int J Stroke. 2014;9(8):1017–25.
  • Broen MPG, et al. Prevalence of anxiety in Parkinson’s disease. Mov Disord. 2016;31(8):1125–33.
  • Cong S, et al. Depression in Parkinson’s disease. J Affect Disord. 2022;301:342–358.

 

Explanation of Perks, Disclaimers, and Broker-Dealer Information

Perk Eligibility

Only investors who have not previously qualified to receive an OAK® coupon in a prior offering shall qualify to receive an OAK® coupon for a total investment amount of at least $1,502.90 ($1,555.50 with the 3.5% Investor Processing Fee) in this Offering. Only one OAK® coupon will be granted per investor, regardless of how many investments an investor makes in this Offering. (The coupon relates to the Company’s Version 2 device, which remains in development).

Perks are based on both timing and investment amount as follows:

Investment Amount

$101.70
No perks

$113.00 – $1,491.60
100% Bonus Shares

$1,502.90 and above
100% Bonus Shares + OAK® Coupon

Perks will be calculated for each investor based on the total investment amount. If an investor invests multiple times in this Offering, the combined amount of signed and completed investments will determine what perks the investor receives. Perks will be calculated and assigned to investors after this Offering is completed. See Footnote 3 below for more information regarding qualification to receive an OAK® coupon.

We are completing the proof-of-design (prototyping) phase for OAK® (Version 2 Device) and are seeking FDA clearance required for commercial distribution. We expect to commence manufacturing and distributing investigational devices for usability testing, confirmatory testing, and pilot studies in 2026, before commercially distributing the device under regulatory approval. There may be design and production delays that delay manufacturing or distribution. Additionally, we may not successfully complete the design and manufacturing or obtain necessary FDA clearance or approvals for the product, in which case the device may never be delivered. We therefore assign no value to this coupon.

Investors are limited in how much they can invest on all crowdfunding offerings during any 12-month period. The investment limit depends on their net worth (excluding the value of their primary residence) and annual income. If either their annual income or net worth is less than $124,000, they can invest up to the greater of either $2,500 or 5% of the greater of their annual income or net worth during any 12-month period. If both their annual income and net worth are $124,000 or more, they can invest up to 10% of the greater of their annual income or net worth during any 12-month period, but their investments cannot exceed $124,000. If the Investor is an “accredited investor” as defined under Rule 501 of Regulation D under the Securities Act, as amended, no investment limits apply.

No Guarantee of FDA Clearance or Manufacturing

There is no guarantee that OAK® will be manufactured or that regulatory permission (such as FDA approval or clearance) required to distribute OAK® commercially will be granted. At present, some neuromodulation devices intended for wellness are commercially available without a prescription and are not regulated as medical devices; however, these requirements may change. Regulatory permission to distribute OAK® may not be granted, and if granted, a prescription may be required.

Risks of Investing in Startups

Crowdfunding investments in private placements—and startup investments in particular—are speculative and involve a high degree of risk. Investors who cannot afford to lose their entire investment should not invest in startups. Companies seeking startup investment through equity crowdfunding tend to be in earlier stages of development, and their business model, products, and services may not yet be fully developed, operational, or tested in the public marketplace.

There is no guarantee that the stated valuation and other terms are accurate or in agreement with market or industry valuations. Any past performance described is not indicative of future results. Furthermore, investors may receive illiquid and/or restricted stock that may be subject to holding period requirements and liquidity concerns.

Broker-Dealer Information

DealMaker Securities LLC, a registered broker-dealer and member of FINRA and SIPC, located at 30 East 23rd Street, 2nd Floor, New York, NY 10010, is the Intermediary for this Offering and is not an affiliate of or connected with the Issuer. Please check our background on FINRA’s BrokerCheck.

DealMaker Securities LLC:

Does not make investment recommendations. Is not placing or selling these securities on behalf of the Issuer. Is not soliciting this investment or making any recommendations by collecting, reviewing, and processing investor documentation. Conducts Anti-Money Laundering, Identity, and Bad Actor Disqualification reviews of the Issuer and confirms it is a registered business in good standing, but does not vet or approve the information provided by the Issuer.

Contact information is provided for investors to make inquiries and requests regarding Regulation CF generally, or the status of such investor’s submitted documentation. DealMaker Securities LLC may direct investors to specific sections of the Offering Circular but does not opine on issuer-related matters.

Forward-Looking Statements

This website, as well as the Offering Circular, Form C, and any documents contained therein (collectively, the “Materials”) contains forward-looking statements and are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in the Materials are forward-looking statements. Forward-looking statements give our current reasonable expectations and projections regarding our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts.

These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “should,” “can have,” “likely,” and other words and terms of similar meaning.

The forward-looking statements contained in the Materials are based on reasonable assumptions made in light of industry experience, historical trends, current conditions, expected future developments, and other factors believed appropriate under the circumstances. These statements are not guarantees of performance or results, and actual outcomes may differ materially.

Investors are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statements are accurate only as of the date of the Materials. Except as required by law, we undertake no obligation to update or revise any forward-looking statements.

Past performance is not indicative of future results. Investment is speculative, illiquid, and high risk. Read the Offering Circular for more information.