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Logo of EigenQ

EigenQ

EigenQ is a market-ready quantum security leader
B2B B2G Hardware Information Technology Cloud Computing Deep Tech
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$491,110
9% raised of $5M max
185
Investors
155 days
Left to invest
Invest in EigenQ
$500 minimum investment · Deal terms
Pitch Discussion 52 Updates 3 Reviews 10
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Opportunity Problem Solution Market Platform Biz. model Leadership Vision and strategy
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Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by EigenQ Inc. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Subscription Agreement EigenQ Form C.pdf
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Hear from some of the 185 people reserved or invested in EigenQ


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Highlights


  • The Quantum Revolution Is Now
  • Quantum computing offers mind-boggling problem-solving potential
  • EigenQ is a global leader, with Market-Ready Quantum Security products
  • EigenQ has developed active collaborations with industry leaders
  • EigenQ has an active IP acquisition strategy, $1.2B in intangible assets
  • EigenQ's team is at the forefront of the global quantum expertise

Opportunity


You missed the Microprocessor and the internet opportunity to invest

Quantum will be an even bigger opportunity that you can’t miss!

Why should you invest in Quantum Technologies?

Your browser does not support HTML5 video.

Quantum attacks can drive the country into the Stone Age without firing a single bullet.  EigenQ addresses this problem in an addressable market of US$500 BILLION, which will protect against classical and quantum attacks.

The great benefits achieved by moving from analogue to digital communications include the creation of the internet, which brought immense wealth.  EigenQ plans to transform digital communications into quantum ones.  This will also bring massive productivity gains that will be transformed into astronomical wealth creation.

In the USA alone, large tech companies are planning to invest over US$1 TRILLION in new data centers to train more advanced AI tools.  Imagine that a single 1-million qubit quantum computer, when created, will have more power than all these data centers, along with all the supercomputers in the world.  Shouldn’t the investments be in this coming quantum computer?

Why EigenQ?

EigenQ is a cutting-edge quantum technology company focused on solving critical cybersecurity and national security challenges as the world transitions to the quantum era. 

With over $100 million in projected multi-stream revenue, including potential government contracts, EigenQ technologies offer certified and compliant solutions designed to protect sensitive data against emerging threats. The company is actively seeking partnerships and collaborations with industry leaders such as HPE and WNC.

Backed by exclusive, perpetual, and irrevocable rights to a portfolio of over 140 intellectual property assets.




Problem


Cybersecurity and National Security threats are increasing

Quantum computing uses the principles of quantum mechanics to process information and solve complex problems much faster than traditional computing. This field is essential as we evolve traditional digital technologies to an emerging era of quantum computers.

Current and ongoing threats include:

  • Quantum computers pose a significant threat to current encryption methods. Traditional computers can take years to crack complex passwords. Quantum computers can do it in seconds. Sensitive data, government secrets, financial information, personal data, are at risk.

  • Defense agency systems are vulnerable to quantum attacks, which could compromise national security.

  • Telecom companies and financial institutions often use a patchwork of security tools, making it difficult to protect their networks from advanced cyber threats.

  • Data breaches are becoming increasingly costly: an average breach cost $4.45M in 2023. The financial sector alone could face $10T in losses to cybercrime in 2025.

  • Traditional computers are reaching their limits in terms of processing power just as AI and machine learning are taking off.

The Age of Quantum Disruption

Quantum Computing will break traditional encryption, pushing Governments & companies to adopt quantum-safe encryption strategies today!

Quantum computing is a fast-growing technology that will change the future of computing. 


Solution


Breakthroughs in defense and processing speed

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EigenQ develops and delivers state-of-the-art quantum hardware and software, providing enterprise and government sectors with cutting-edge security, processing, and communication solutions.



Our technology is ready now

EigenQ is a Quantum Technology Company with proven solutions to protect mission-critical systems & networks from quantum computer attacks.

Addressing challenges in cybersecurity, communication, and computing

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Market


$80T quantum market opportunity

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Quantum technologies will transform every major industry, creating opportunities surpassing AI, cryptocurrency, and the internet combined.  EigenQ is strategically positioned to capitalize on targeted segments within this massive market.

Platform


EigenQ is monetizing by addressing challenges in cybersecurity, communication, and computing

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Quantum Cybersecurity & Encryption

  • Post-Quantum Cryptography (PQC): Next-gen encryption designed for the quantum era.
  • Quantum Random Number Generators (QRNGs): High-quality entropy sources for cryptographic security.
  • Quantum eSIM: Secure mobile connectivity with post-quantum authentication protocols.

Quantum Communication & Networking

  • Quantum Internet: Ultra-secure global data transfer using quantum entanglement.
  • Quantum-WIFI Router: The first WiFi solution secured by quantum cryptography.
  • Quantum Board: A hardware platform engineered for high-speed quantum-secure computing.


Quantum Computing & AI Acceleration

  • Hybrid Quantum Cloud: Combining classical and quantum computing for scalable workloads.
  • Quantum Information Processing: Enhancing AI, encryption, and optimization tasks.
  • Quantum Machine Learning: Advancing artificial intelligence through quantum algorithms.


Quantum Sensing & Advanced Detection

  • Quantum Radar: High-precision detection of stealth and high-speed threats.
  • Quantum Sensing: Revolutionary advancements in navigation, security, and biomedical applications.
  • Quantum Navigation: Secure positioning and movement tracking without traditional GPS reliance.


EigenQ platform includes encryption solutions that protect data from being decrypted by quantum computers.

  • Quantum-Safe Compute: End-to-end solutions to protect data centers, networks, and servers from quantum threats

  • Quantum-Safe Collaboration: Fully encrypted video, chat, audio, and file-sharing tools that are resistant to quantum attacks

  • Quantum-Safe Communication: Secure communication networks, including satellite and Wi-Fi-based systems, tested in inter-continental trials

  • Quantum-Safe Components: Low-energy chipsets, PCIe cards, and motherboards that make existing servers quantum-safe

EigenQ is building the Quantum Internet, a next-generation communication network that enables ultra-secure and high-speed data transfer.

  • High-Speed Data Transfer: Transfers data at hundreds of terabytes per second

EigenQ is developing what aims to be one of the most powerful and fault-tolerant quantum computing systems in the world.

  • Fault-Tolerant Architecture: Designed to minimize errors, making it reliable for complex calculations and AI training

  • Processing Power: The goal is to have more processing power than all the chips and boards ever created.

EigenQ's platform integrates quantum-enhanced AI to accelerate machine learning and data processing tasks.

  • AI Training: Leverages quantum computing to train AI models exponentially faster than traditional systems

  • Quantum AI Algorithms: Advanced algorithms will take advantage of quantum computing’s unique capabilities

  • Applications: Designed to change fields like national security, environmental science, and financial modeling

Business model


4 Major Revenue Streams

EigenQ operates under a dual-revenue business model that combines government contracts with commercial partnerships. They will generate revenue through four primary channels:

  • Government Contracts: Aiming to secure long-term contracts with US government agencies, including the DoD, NSA, and Homeland Security.

  • Enterprise Licensing: Licenses quantum technologies to private sector companies, particularly in banking, telecommunications, and critical infrastructure

  • Strategic Partnerships: Collaborates with established technology providers to co-develop and deploy quantum-safe solutions

  • IP Monetization: Monetizes its extensive portfolio by licensing its intellectual property (IP) to other companies and research institutions

EigenQ’s business model is designed to address two key markets:

  • Government and Defense: Their technologies are critical for protecting classified information and ensuring national security

  • Enterprise and Commercial: Their encryption and communication solutions help enterprises protect their data while ensuring compliance with emerging regulatory standards

Leadership


Message from our CEO

Prof. Jesse Van Griensven

At EigenQ, we believe quantum technologies represent a leap in computational capabilities with a pivotal evolution in global digital security and machine learning. Our work is grounded in research, engineering, and rigorous development, all focused on delivering quantum-safe solutions that serve both commercial and strategic national interests. As we continue to build upon this foundation, we invite you to learn more about our technologies, our partnerships, and our long-term vision for a secure, quantum-connected future.

Vision and strategy


Mission

EigenQ's mission is to develop and deploy cutting-edge quantum solutions that transform industries and enhance global security. 


Vision

We envision a future where quantum technologies are seamlessly integrated into everyday life, providing unparalleled security, efficiency, and connectivity.  By harnessing the power of quantum science, we aim to revolutionize sectors such as finance, healthcare, communications, and government services.

$

Deal terms


Security type
Common shares

Common stock issued by EigenQ Inc

Learn more

Valuation
$300M

Pre-Money Valuation

Funding range
$75K / $5M
100% of $75K minimum offering amount has been reached.

The maximum amount the offering can raise is $5M.
Learn more
Minimum investment
$500
The smallest investment amount the issuer is accepting in this offering.
Maximum investment
$4.9M
The largest investment amount the issuer is accepting in this offering.
Deadline
December 16, 2025
EigenQ campaign will end on .
Learn more
How it works

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by EigenQ Inc. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Subscription Agreement EigenQ Form C.pdf

About EigenQ

Legal Name
EigenQ Inc
Founded
Feb 2025
Form
Delaware Corporation
Employees
20
Website
EigenQ.com
Social Media
Headquarters
Google Map location of of EigenQ
9175 Guilford Rd 300 , Columbia, MD
Headquarters
9175 Guilford Rd, 300, Columbia, MD, United States 21046

EigenQ Team
Everyone helping build EigenQ, not limited to employees

Profile picture of Prof. Jesse Van Griensven Thé
Prof. Jesse Van Griensven Thé
Chief Executive Officer
Professor at the University of Waterloo, Canada. Global expert in the fields of: Quantum Proof Encryption, Numerical Simulation, Quantum Computing (QC), and ML & AI.
Profile picture of José R. Rosas-Bustos
José R. Rosas-Bustos
Chief Technology Officer
Innovative leader in Decentralized Technologies, Quantum Computing (QC), and Cybersecurity. Specializes in National Security and Defense.
Profile picture of Mark Pecen
Mark Pecen
Chief Research Officer
Technology Executive of advanced technologies. Co-Founded the Technical Working Group for Quantum Safe Cryptography & Chaired the Canadian task force on GDPR, led Quantum Valley Ideas Lab.
Profile picture of Michael Johnson
Michael Johnson
Chief Operation Officer
A visionary leader in Software Engineering and Operational Strategy. Experienced in managing end-to-end software lifecycles - from concept to global deployment.
Profile picture of Bryan Matthews
Bryan Matthews
Chief Partnership Officer
Seasoned leader in U.S. federal procurement and strategic program management. Spearheaded mission-critical projects across agencies including the Department of the Interior, Environmental Protection Agency, and Department of Defense.
2 more team members
Prof. Jesse Van Griensven Thé
Chief Executive Officer
José R. Rosas-Bustos
Chief Technology Officer
Mark Pecen
Chief Research Officer
Michael Johnson
Chief Operation Officer
Bryan Matthews
Chief Partnership Officer

Press

EigenQ was chosen by the U.S. DoD for Arizona's next cohort
Linkedin Linkedin
·
Apr 24, 2025

Earlier this week, we officially kicked off the Dual-Use Accelerator in partnership with Fuel Accelerator! :tada: A huge ...

Validation Search - Cryptographic Algorithm Validation Pr...
CSRC | NIST CSRC | NIST
·
Oct 5, 2016

Official websites use .gov A.gov website belongs to an official government organization in the United States. Secure .gov...

Validation Search - Cryptographic Algorithm Validation Pr...
CSRC | NIST CSRC | NIST
·
Oct 5, 2016

Official websites use .gov A.gov website belongs to an official government organization in the United States. Secure .gov...

FAQ

Are there any registered or pending patents?

Are there any registered or pending patents?

We have 3 major competitive advantages over the competition:

1. The most complete and the only certified hardware and software cybersecurity solutions to protect against classical and quantum attacks.


2. Patented Quantum Internet. Existing proposed quantum approaches transfer data at a slow rate of 8 kilobytes per second. Our Quantum Internet technology is billions of times faster and unhackable.  Security guaranteed by quantum mechanics.


3. The one million qubit computer. While IBM, Microsoft, and Google are developing quantum computers using very low temperatures and with only 1000 qubits, our solution is planned to achieve 1 million qubits sooner and operate at room temperature.

What is the current status of the product — research, pilot, development, or commercialization?

What is the current status of the product — research, pilot, development, or commercialization?

1. The cybersecurity hardware and software solutions are market ready and certified by the USA NIST.  This is critical since the addressable market is US$500 Billion!


2. EigenQ's Quantum Internet design is patented, and we are developing it.  It will be market ready in 2 years.


3. EigenQ's one-million qubit quantum computer is scheduled to be in tests in 2 to years.

Are there any active customers or signed contracts?

Are there any active customers or signed contracts?

1. We are negotiating with the USA Federal Government for a US$100 Million sales contract.


2.  We have agreements with Hewlett Packard Enterprise (HPE) and large resellers.


3. HPE opened their 50,000 reseller companies to us.

Are there revenue projections for the next two years?

Are there revenue projections for the next two years?

Yes, here is the breakdown:

2026: US$ 100 Million

2027: US$ 284 Million

Have there been previous funding rounds? Who are the main investors?

Have there been previous funding rounds? Who are the main investors?

The development of the technology raised US$20 million.  However, EigenQ was structured as an American company, and it was created without any debt.

What technologies is the company developing, and what makes them unique compared to competitors?

What technologies is the company developing, and what makes them unique compared to competitors?

We have 3 major competitive advantages over the competition:


1. The most complete and the only certified hardware and software cybersecurity solutions to protect against classical and quantum attacks.


2. Patented Quantum Internet. Existing proposed quantum approaches transfer data at a slow rate of 8 kilobytes per second.  Our Quantum Internet technology is billions of times faster and unhackable.  Security guaranteed by quantum mechanics.


3. The one million qubit computer. While IBM, Microsoft, and Google are developing quantum computers using very low temperatures and with only 1000 qubits, our solution is planned to achieve 1 million qubits sooner and operate at room temperature.

Why Invest in Quantum Computing Now?

Why Invest in Quantum Computing Now?

1. Early Adoption Advantage

Investing in quantum computing now allows you to take advantage of an emerging industry that is still in its early stages. As more companies develop quantum technologies and the field matures, early investors could see substantial returns on their investments. Quantum computing is expected to be a multi-trillion-dollar industry over the next few decades.

 

2. Government and Private Sector Support

Quantum computing is receiving significant backing from governments and private sector players alike. Countries such as the United States, China, and the European Union are heavily investing in quantum research, seeing its strategic importance in maintaining a technological edge. Major tech companies like IBM, Google, and Intel are also heavily involved in quantum development, indicating the sector’s growing momentum.

 

3. Diverse Investment Opportunities

Investing in quantum computing doesn’t just mean buying stocks in tech companies. There are numerous ways to invest, from supporting startups focused on quantum software and hardware development, to companies offering quantum cloud services. The diversification of investment opportunities makes it easier for investors to find a suitable entry point into the quantum computing ecosystem.

 

4. Strategic Long-Term Gains

Quantum computing may be years or even decades away from achieving its full potential, but those who invest early are positioned to reap long-term rewards. As industries begin to adopt quantum technologies, the demand for quantum-powered solutions will soar, translating into huge growth for those who are part of the quantum revolution.

What is the company’s long-term vision or primary objective for the next 5 years?

What is the company’s long-term vision or primary objective for the next 5 years?

1. Play a dominant role in the commercialization of quantum computing and quantum technologies.


2. As digital replaced analogue communications, our patented quantum internet technology will replace the current digital internet.  Major advantages on speed and security, while employing existing fiber optics in use today.


3. Protect the US$80 trillion-dollar world economy against classical and quantum attacks.

Still have questions? Check the discussion section.
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Risks

We have a limited operating history upon which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters.

The Issuer is still in an early phase and we are just beginning to implement our business plan. There can be no assurance that we will ever operate profitably. The likelihood of our success should be considered in light of the problems, expenses, difficulties, complications and delays usually encountered by early stage companies. The Issuer may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.

Global crises and geopolitical events can have a significant effect on our business operations and revenue projections.

A significant outbreak of contagious diseases in the human population could result in a widespread health crisis. Additionally, geopolitical events, such as wars or conflicts, could result in global disruptions to supplies, political uncertainty and displacement. Each of these crises could adversely affect the economies and financial markets of many countries, including the United States where we principally operate, resulting in an economic downturn that could reduce the demand for our products and services and impair our business prospects, including as a result of being unable to raise additional capital on acceptable terms, if at all.

The amount of capital the Issuer is attempting to raise in this Offering may not be enough to sustain the Issuer’s current business plan.

In order to achieve the Issuer’s near and long-term goals, the Issuer may need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Issuer will be able to raise such funds on acceptable terms or at all. If we are not able to raise sufficient capital in the future, we may not be able to execute our business plan, our continued operations will be in jeopardy and we may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause an Investor to lose all or a portion of their investment.

We may face potential difficulties in obtaining capital.

We may have difficulty raising needed capital in the future as a result of, among other factors, our lack of revenues from sales, as well as the inherent business risks associated with our Issuer and present and future market conditions. We will require additional funds to execute our business strategy and conduct our operations. If adequate funds are unavailable, we may be required to delay, reduce the scope of or eliminate one or more of our research, development or commercialization programs, product launches or marketing efforts, any of which may materially harm our business, financial condition and results of operations.

We may not have enough authorized capital stock to issue shares of common stock to investors upon the conversion of any security convertible into shares of our common stock.

Unless we increase our authorized capital stock, we may not have enough authorized common stock to be able to obtain funding by issuing shares of our common stock or securities convertible into shares of our common stock. We may also not have enough authorized capital stock to issue shares of common stock to investors upon the conversion of any security convertible into shares of our common stock.

We may implement new lines of business or offer new products and services within existing lines of business.

As an early-stage company, we may implement new lines of business at any time. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved, and price and profitability targets may not prove feasible. We may not be successful in introducing new products and services in response to industry trends or developments in technology, or those new products may not achieve market acceptance. As a result, we could lose business, be forced to price products and

services on less advantageous terms to retain or attract clients or be subject to cost increases. As a result, our business, financial condition or results of operations may be adversely affected.

We rely on other companies to provide components and services for our products.

We depend on suppliers and contractors to meet our contractual obligations to our customers and conduct our operations. Our ability to meet our obligations to our customers may be adversely affected if suppliers or contractors do not provide the agreed-upon supplies or perform the agreed-upon services in compliance with customer requirements and in a timely and cost-effective manner. Likewise, the quality of our products may be adversely impacted if companies to whom we delegate manufacture of major components or subsystems for our products, or from whom we acquire such items, do not provide components which meet required specifications and perform to our and our customers’ expectations. Our suppliers may be unable to quickly recover from natural disasters and other events beyond their control and may be subject to additional risks such as financial problems that limit their ability to conduct their operations. The risk of these adverse effects may be greater in circumstances where we rely on only one or two contractors or suppliers for a particular component. Our products may utilize custom components available from only one source. Continued availability of those components at acceptable prices, or at all, may be affected for any number of reasons, including if those suppliers decide to concentrate on the production of common components instead of components customized to meet our requirements. The supply of components for a new or existing product could be delayed or constrained, or a key manufacturing vendor could delay shipments of completed products to us adversely affecting our business and results of operations.

We rely on various intellectual property rights, including trademarks, in order to operate our business.

The Issuer relies on certain intellectual property rights to operate its business. The Issuer’s intellectual property rights may not be sufficiently broad or otherwise may not provide us a significant competitive advantage. In addition, the steps that we have taken to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented or designed-around, particularly in countries where intellectual property rights are not highly developed or protected. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons, or countries may require compulsory licensing of our intellectual property. Our failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such property, could adversely impact our competitive position and results of operations. We also rely on nondisclosure and noncompetition agreements with employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these agreements will adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or other proprietary rights. As we expand our business, protecting our intellectual property will become increasingly important. The protective steps we have taken may be inadequate to deter our competitors from using our proprietary information. In order to protect or enforce our patent rights, we may be required to initiate litigation against third parties, such as infringement lawsuits. Also, these third parties may assert claims against us with or without provocation. These lawsuits could be expensive, take significant time and could divert management’s attention from other business concerns. The law relating to the scope and validity of claims in the technology field in which we operate is still evolving and, consequently, intellectual property positions in our industry are generally uncertain. We cannot assure you that we will prevail in any of these potential suits or that the damages or other remedies awarded, if any, would be commercially valuable.

The Issuer’s success depends on the experience and skill of the board of directors, its executive officers and key employees.

We are dependent on our board of directors, executive officers and key employees. These persons may not devote their full time and attention to the matters of the Issuer. The loss of our board of directors, executive officers and key employees could harm the Issuer’s business, financial condition, cash flow and results of operations.

Although dependent on certain key personnel, the Issuer does not have any key person life insurance policies on any such people.

We are dependent on certain key personnel in order to conduct our operations and execute our business plan, however, the Issuer has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, if any of these personnel die or become disabled, the Issuer will not receive any compensation

to assist with such person’s absence. The loss of such person could negatively affect the Issuer and our operations. We have no way to guarantee key personnel will stay with the Issuer, as many states do not enforce non-competition agreements, and therefore acquiring key man insurance will not ameliorate all of the risk of relying on key personnel.

Damage to our reputation could negatively impact our business, financial condition and results of operations.

Our reputation and the quality of our brand are critical to our business and success in existing markets, and will be critical to our success as we enter new markets. Any incident that erodes consumer loyalty for our brand could significantly reduce its value and damage our business. We may be adversely affected by any negative publicity, regardless of its accuracy. Also, there has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate as is its impact. Information posted may be adverse to our interests or may be inaccurate, each of which may harm our performance, prospects or business. The harm may be immediate and may disseminate rapidly and broadly, without affording us an opportunity for redress or correction.

Our business could be negatively impacted by cyber security threats, attacks and other disruptions.

We continue to face advanced and persistent attacks on our information infrastructure where we manage and store various proprietary information and sensitive/confidential data relating to our operations. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack our products or otherwise exploit any security vulnerabilities. These intrusions sometimes may be zero-day malware that are difficult to identify because they are not included in the signature set of commercially available antivirus scanning programs. Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our confidential information or that of our customers or other third-parties, create system disruptions, or cause shutdowns. Additionally, sophisticated software and applications that we produce or procure from third-parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the information infrastructure. A disruption, infiltration or failure of our information infrastructure systems or any of our data centers as a result of software or hardware malfunctions, computer viruses, cyber-attacks, employee theft or misuse, power disruptions, natural disasters or accidents could cause breaches of data security, loss of critical data and performance delays, which in turn could adversely affect our business.

Security breaches of confidential customer information, in connection with our electronic processing of credit and debit card transactions, or confidential employee information may adversely affect our business.

Our business requires the collection, transmission and retention of personally identifiable information, in various information technology systems that we maintain and in those maintained by third parties with whom we contract to provide services. The integrity and protection of that data is critical to us. The information, security and privacy requirements imposed by governmental regulation are increasingly demanding. Our systems may not be able to satisfy these changing requirements and customer and employee expectations, or may require significant additional investments or time in order to do so. A breach in the security of our information technology systems or those of our service providers could lead to an interruption in the operation of our systems, resulting in operational inefficiencies and a loss of profits. Additionally, a significant theft, loss or misappropriation of, or access to, customers’ or other proprietary data or other breach of our information technology systems could result in fines, legal claims or proceedings.

The use of Individually identifiable data by our business, our business associates and third parties is regulated at the state, federal and international levels.

The regulation of individual data is changing rapidly, and in unpredictable ways. A change in regulation could adversely affect our business, including causing our business model to no longer be viable. Costs associated with information security – such as investment in technology, the costs of compliance with consumer protection laws and costs resulting from consumer fraud – could cause our business and results of operations to suffer materially. Additionally, the success of our online operations depends upon the secure transmission of confidential information over public networks, including the use of cashless payments. The intentional or negligent actions of employees, business associates or third parties may undermine our security measures. As a result, unauthorized parties may obtain access to our data systems and misappropriate confidential data. There can be no assurance that advances in computer capabilities, new discoveries in the field of cryptography or other developments will prevent the compromise of our

customer transaction processing capabilities and personal data. If any such compromise of our security or the security of information residing with our business associates or third parties were to occur, it could have a material adverse effect on our reputation, operating results and financial condition. Any compromise of our data security may materially increase the costs we incur to protect against such breaches and could subject us to additional legal risk.

The Issuer is not subject to Sarbanes-Oxley regulations and may lack the financial controls and procedures of public companies.

The Issuer may not have the internal control infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes Oxley Act of 2002. As a privately-held (non-public) issuer, the Issuer is currently not subject to the Sarbanes Oxley Act of 2002, and its financial and disclosure controls and procedures reflect its status as a development stage, non-public company. There can be no guarantee that there are no significant deficiencies or material weaknesses in the quality of the Issuer’s financial and disclosure controls and procedures. If it were necessary to implement such financial and disclosure controls and procedures, the cost to the Issuer of such compliance could be substantial and could have a material adverse effect on the Issuer’s results of operations.

We operate in a highly regulated environment, and if we are found to be in violation of any of the federal, state, or local laws or regulations applicable to us, our business could suffer.

We are also subject to a wide range of federal, state, and local laws and regulations, such as local licensing requirements, and retail financing, debt collection, consumer protection, environmental, health and safety, creditor, wage-hour, anti-discrimination, whistleblower and other employment practices laws and regulations and we expect these costs to increase going forward. The violation of these or future requirements or laws and regulations could result in administrative, civil, or criminal sanctions against us, which may include fines, a cease and desist order against the subject operations or even revocation or suspension of our license to operate the subject business. As a result, we have incurred and will continue to incur capital and operating expenditures and other costs to comply with these requirements and laws and regulations.

We are not currently registered to conduct business in the State of Maryland.

The Issuer is incorporated in and licensed to do business in the State of Delaware. The Issuer has its own physical office and certain employees may conduct business from the State of Maryland. The Issuer has not filed all appropriate documentation, obtained necessary authorizations, paid all fees and any taxes owed or obtained all licensing or approvals necessary to conduct business in Maryland. The Issuer intends to engage in all such actions as promptly as possible.

The exercise of warrants or conversion of other convertible securities could result in additional dilution to Investors.

The issuance of additional shares of Common Stock or securities exercisable, convertible or exchangeable for our capital stock, could result in dilution to Investors and existing stockholders. The new securities issued in connection with the exercise of warrants or conversion of other convertible securities may have rights senior to those of the Securities offered in this Offering and could adversely affect the price of our Common Stock.

Further, certain exclusive licensing agreements contain consideration of non-cash equity warrants issued over a 15- year period. These warrants are not currently exercisable, do not impact the cap table until exercised, and are not redeemable for cash; provided, however, when exercised, such non-cash equity warrants will dilute the percentage of ownership of Investors and the Issuer’s stockholders.

State and federal securities laws are complex, and the Issuer could potentially be found to have not complied with all relevant state and federal securities law in prior offerings of securities.

The Issuer has conducted previous offerings of securities and may not have complied with all relevant state and federal securities laws. If a court or regulatory body with the required jurisdiction ever concluded that the Issuer may have violated state or federal securities laws, any such violation could result in the Issuer being required to offer rescission rights to investors in such offering. If such investors exercised their rescission rights, the Issuer would have to pay to such investors an amount of funds equal to the purchase price paid by such investors plus interest from the date of any

such purchase. No assurances can be given the Issuer will, if it is required to offer such investors a rescission right, have sufficient funds to pay the prior investors the amounts required or that proceeds from this Offering would not be used to pay such amounts.

In addition, if the Issuer violated federal or state securities laws in connection with a prior offering and/or sale of its securities, federal or state regulators could bring an enforcement, regulatory and/or other legal action against the Issuer which, among other things, could result in the Issuer having to pay substantial fines and be prohibited from selling securities in the future.

The U.S. Securities and Exchange Commission does not pass upon the merits of the Securities or the terms of the Offering, nor does it pass upon the accuracy or completeness of any Offering document or literature.

You should not rely on the fact that our Form C is accessible through the U.S. Securities and Exchange Commission’s EDGAR filing system as an approval, endorsement or guarantee of compliance as it relates to this Offering. The U.S. Securities and Exchange Commission has not reviewed this Form C, nor any document or literature related to this Offering.

Neither the Offering nor the Securities have been registered under federal or state securities laws.

No governmental agency has reviewed or passed upon this Offering or the Securities. Neither the Offering nor the Securities have been registered under federal or state securities laws. Investors will not receive any of the benefits available in registered offerings, which may include access to quarterly and annual financial statements that have been audited by an independent accounting firm. Investors must therefore assess the adequacy of disclosure and the fairness of the terms of this Offering based on the information provided in this Form C and the accompanying exhibits.

The Issuer's management may have broad discretion in how the Issuer uses the net proceeds of the Offering.

Unless the Issuer has agreed to a specific use of the proceeds from the Offering, the Issuer’s management will have considerable discretion over the use of proceeds from the Offering. You may not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.

The Intermediary Fees paid by the Issuer are subject to change depending on the success of the Offering.

At the conclusion of the Offering, the Issuer shall pay the Intermediary a cash fee equal to the greater of (A) fifteen thousand dollars ($15,000.00) or (B) the amount determined pursuant to the following schedule: (1) zero percent (0%) of any amounts raised up to $100,000.00 and (2) six percent (6%) of any amounts raised exceeding $100,000.01 but not exceeding $5,000,000.00. The Issuer has paid the Intermediary a non-refundable fee of seven thousand five hundred dollars ($7,500.00) related to certain onboarding expenses. The compensation paid by the Issuer to the Intermediary may impact how the Issuer uses the net proceeds of the Offering.

The Issuer has the right to limit individual Investor commitment amounts based on the Issuer’s determination of an Investor’s sophistication.

The Issuer may prevent any Investor from committing more than a certain amount in this Offering based on the Issuer’s determination of the Investor’s sophistication and ability to assume the risk of the investment. This means that your desired investment amount may be limited or lowered based solely on the Issuer’s determination and not in line with relevant investment limits set forth by the Regulation CF rules. This also means that other Investors may receive larger allocations of the Offering based solely on the Issuer’s determination.

The Issuer has the right to extend the Offering Deadline.

The Issuer may extend the Offering Deadline beyond what is currently stated herein. This means that your investment may continue to be held in escrow while the Issuer attempts to raise the Target Offering Amount even after the Offering Deadline stated herein is reached. While you have the right to cancel your investment in the event the Issuer extends the Offering Deadline, if you choose to reconfirm your investment, your investment will not be accruing interest during this time and will simply be held until such time as the new Offering Deadline is reached without the Issuer receiving the Target Offering Amount, at which time it will be returned to you without interest or deduction, or the Issuer receives the Target Offering Amount, at which time it will be released to the Issuer to be used as set forth herein. Upon or shortly after the release of such funds to the Issuer, the Securities will be issued and distributed to you.

The Issuer may also end the Offering early.

If the Target Offering Amount is met after 21 calendar days, but before the Offering Deadline, the Issuer can end the Offering by providing notice to Investors at least 5 business days prior to the end of the Offering. This means your failure to participate in the Offering in a timely manner, may prevent you from being able to invest in this Offering – it also means the Issuer may limit the amount of capital it can raise during the Offering by ending the Offering early.

The Issuer has the right to conduct multiple closings during the Offering.

If the Issuer meets certain terms and conditions, an intermediate close (also known as a rolling close) of the Offering can occur, which will allow the Issuer to draw down on seventy percent (70%) of Investor proceeds committed and captured in the Offering during the relevant period. The Issuer may choose to continue the Offering thereafter. Investors should be mindful that this means they can make multiple investment commitments in the Offering, which may be subject to different cancellation rights. For example, if an intermediate close occurs and later a material change occurs as the Offering continues, Investors whose investment commitments were previously closed upon will not have the right to re-confirm their investment as it will be deemed to have been completed prior to the material change.

The Issuer could potentially be found to have not complied with securities law in connection with this Offering related to a Reservation Campaign (also known as “Testing the Waters”).

Prior to filing this Form C, the Issuer engaged in a Reservation Campaign (also known as “testing the waters”) permitted under Regulation Crowdfunding (17 CFR 227.206), which allows issuers to communicate to determine whether there is interest in the offering. All communication sent is deemed to be an offer of securities for purposes of the antifraud provisions of federal securities laws. Any Investor who expressed interest prior to the date of this Offering should read this Form C thoroughly and rely only on the information provided herein and not on any statement made prior to the Offering. The communications sent to Investors prior to the Offering are attached as Exhibit C. Some of these communications may not have included proper disclaimers required for a Reservation Campaign.

Investors will grant the Executive Chairman of the Issuer an irrevocable proxy with broad power and authority to vote their shares and execute consents on their behalf.

In connection with investing in this Offering, each Investor will irrevocably appoint the Executive Chairman of the Issuer, as such Investor’s sole and exclusive proxy, to the maximum extent permitted under the Delaware General Corporation Law, with full power of substitution and resubstitution and power to act alone, as the Investor’s proxy and attorney-in-fact, to vote and exercise any and all voting rights with respect of the Securities that are owned or may be owned by such Investor, whether directly or indirectly, including, for the avoidance of any doubt, as a holder of any securities entitlement in the Securities, by the Investor and any and all other shares or securities of the Issuer issued or issuable in respect thereof on or after the date hereof (together, the “Proxy Shares”). The Executive Chairman will be authorized and empowered to act as the Investor’s proxy to vote, and consent with respect to, the total number of Proxy Shares in respect of the Investor at every annual and special meeting of the stockholders of the Issuer, including any postponement, recess or adjournment thereof, or in any other circumstance, however called (each a “Meeting”), and to execute consents, approvals and waivers on any matter submitted to the undersigned or any other class of capital stock of the Issuer for written consent or written resolution, or to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting (including, without limitation, the power to execute and deliver written consents pursuant to Section 228(a) of the Delaware General Corporation Law or as otherwise authorized thereunder). Each Investor will further revoke any and all prior proxies given by such Investor with respect to the Securities or the Proxy Shares. The proxy will be coupled with an interest and be irrevocable until, and each Investor will agree not to grant any subsequent proxies with respect thereof that will become effective prior to, the tenth anniversary of the date such Investor’s subscription agreement is accepted by the Issuer, upon which date the proxy will terminate, but until such date, it will remain in full force and effect, including, for the avoidance of any doubt, upon and after the issuance and delivery of the Securities. Thus, by participating in the Offering, Investors will grant broad discretion to the Executive Chairman of the Issuer to take various actions on their behalf, and Investors will essentially not be able to vote upon matters related to the governance and affairs of the Issuer nor take or effect actions that might otherwise be available to holders of the Securities. Investors should not participate in the Offering unless the Investor is willing to waive or assign certain rights that might otherwise be afforded to a holder of the Securities and grant broad authority to the Executive Chairman to take certain actions on behalf of the

investor. Currently, Michael Johnson, our Executive Chairman, will have the authority with the irrevocable proxy to direct the vote and vote the Securities at his discretion on all matters to be voted upon by stockholders, including with respect of any action by written consent. As a result, Mr. Johnson may be able to determine or significantly influence any action requiring the approval of our stockholders, including the election of our board of directors, the adoption of amendments to our Charter and bylaws, and the approval of any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction. Mr. Johnson may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests.

The Securities will not be freely tradable under the Securities Act until one year from when the securities are issued. Although the Securities may be tradable under federal securities law, state securities regulations may apply, and each Investor should consult with their attorney.

You should be aware of the long-term nature of this investment. There is not now and likely will not ever be a public market for the Securities. Because the Securities have not been registered under the Securities Act or under the securities laws of any state or foreign jurisdiction, the Securities have transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF. It is not currently contemplated that registration under the Securities Act or other securities laws will be effected. Limitations on the transfer of the Securities may also adversely affect the price that you might be able to obtain for the Securities in a private sale. Investors should be aware of the long-term nature of their investment in the Issuer. Each Investor in this Offering will be required to represent that they are purchasing the Securities for their own account, for investment purposes and not with a view to resale or distribution thereof.

Investors will not be entitled to any inspection or information rights other than those required by law.

Investors will not have the right to inspect the books and records of the Issuer or to receive financial or other information from the Issuer, other than as required by law. Other security holders of the Issuer may have such rights. Regulation CF requires only the provision of an annual report on Form C and no additional information. Additionally, there are numerous methods by which the Issuer can terminate annual report obligations, resulting in no information rights, contractual, statutory or otherwise, owed to Investors. This lack of information could put Investors at a disadvantage in general and with respect to other security holders, including certain security holders who have rights to periodic financial statements and updates from the Issuer such as quarterly unaudited financials, annual projections and budgets, and monthly progress reports, among other things.

There is no present market for the Securities and we have arbitrarily set the price.

The offering price was not established in a competitive market. We have arbitrarily set the price of the Securities with reference to the general status of the securities market and other relevant factors. The offering price for the Securities should not be considered an indication of the actual value of the Securities and is not based on our asset value, net worth, revenues or other established criteria of value. We cannot guarantee that the Securities can be resold at the offering price or at any other price.

Each Investor must purchase the Securities in the Offering for Investor’s own account for investment.

Each Investor must purchase the Securities for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and each Investor must represent it has no present intention of selling, granting any participation in, or otherwise distributing the same. Each Investor must acknowledge and agree that the Subscription Agreement and the underlying securities have not been, and will not be, registered under the Securities Act or any state securities laws, by reason of specific exemptions under the provisions thereof which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor representations.

Investors purchasing the Securities in this Offering may be significantly diluted as a consequence of subsequent financings.

The Securities being offering will be subject to dilution. The Issuer may issue additional equity to employees and third-party financing sources in amounts that are uncertain at this time, and as a consequence holders of Securities swill be subject to dilution in an unpredictable amount. Such dilution will reduce an Investor’s control and economic interests in the Issuer. The amount of additional financing needed by Issuer will depend upon several contingencies not foreseen at the time of this offering. Each such round of financing (whether from the Issuer or other investors) is

typically intended to provide the Issuer with enough capital to reach the next major corporate milestone. If the funds are not sufficient, Issuer may have to raise additional capital at a price unfavorable to the existing investors, including the purchaser. The availability of capital is at least partially a function of capital market conditions that are beyond the control of the Issuer. There can be no assurance that the Issuer will be able to predict accurately the future capital requirements necessary for success or that additional funds will be available from any source. Failure to obtain such financing on favorable terms could dilute or otherwise severely impair the value of the Securities.

There is no guarantee of a return on an Investor’s investment.

There is no assurance that an Investor will realize a return on their investment or that they will not lose their entire investment. For this reason, each Investor should read this Form C and all exhibits carefully and should consult with their attorney and business advisor prior to making any investment decision.

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