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Epilog

Transforming how machines see the world
B2C Automotive AI & Machine Learning
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Opportunity Product Traction Vision and strategy Leadership
About Team FAQ Risks Discussion

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by Epilog Imaging Systems Inc.. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Subscription Agreement Epilog - Subscription Agreement ($2.83).pdf Epilog Form C .pdf
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Highlights


  • Created a breakthrough AI vision technology for self-driving vehicles
  • Addressable market size of $5 billion in existing eligible vehicles
  • Developed and patented super-resolution vision technologies
  • Over $4.5M invested to date from over 5,000 investors
  • In the process of manufacturing the first 1,000 units to sell in 2024
  • IP position includes 9 patents granted and 1 patent pending

Opportunity


Current self-driving systems neglect the largest market: existing cars

Driving wastes your valuable time. Tasks such as washing dishes and doing laundry are mundane, repetitive, and have been automated thanks to advances in technology. Driving is next.

Right now self-driving availability is restricted to specific brands of new and expensive cars. Leading self-driving companies have defined autonomous capabilities under their terms, with billions of dollars poured into development that only benefits a few. We aim to democratize access to self-driving technology, bringing advanced driver assistance to the masses.

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Product


SideCar — a self-driving retrofit for existing vehicles

SideCar is a device attached to the inside of the windshield, right behind the rearview mirror. Our technology uses the existing LKAS (lane-keeping assist) and ACC (adaptive cruise control) systems in the car to tap into gas, steering, and brakes. It takes about 15 minutes to install. 

With an affordable price point of $999 and an untapped market of consumers, we believe SideCar will be the device that changes the game.


Traction


Collaborations with major players and products that work!

The immediate market for Epilog technology is driver assistance and retrofitting ~50 million cars on the road today (source).

We have created a production-ready model in partnership with one of the world’s largest contract manufacturers Jabil Optics and in collaboration with several large OEM automotive manufacturers. With nine patents granted and one pending, we are looking to bring our proprietary, affordable tech to even more industries.

* Nvidia, Jabil, and Sony are key Epilog suppliers and preferred partners but do not directly endorse Epilog’s current offering

Vision and strategy


Production-ready product, great price, and billions of market space

Our strategy targets multiple revenue streams:

  • Hardware Sales: SideCar is an accessible entry point into the world of self-driving features, offering immediate value to consumers.
  • Partnerships with Manufacturers: To extend our reach, we plan to collaborate with car manufacturers to integrate SideCar technology directly into new vehicles.
  • SideCar Insurance: Epilog intends to offer specialized car insurance for vehicles equipped with SideCar. It's a value-added service that encourages the adoption of our technology while offering consumers financial benefits.

Leadership


A strong leadership team with vast experience in tech

Michael Mojaver - Co-founder, CEO & Director

Michael is a serial entrepreneur with extensive experience in funding and operating technology companies in the US and abroad. Michael was formerly a particle physicist and studied/worked at UC San Diego, Cornell University, Fermilab, and CERN (Switzerland). Michael started other companies prior to Epilog; the last one went public (NIO, now trading as GIG:OSLO). Current main areas of interest include artificial intelligence, optics, and computer vision.

Lance Mojaver - Co-founder, CTO & Director

Lance has more than ten years of experience in real-time video software, creating video cameras from initial hardware design to user-facing products. Lance is passionate about developing cutting-edge vision solutions for robotic and consumer use cases.

Marc Munford - VP Business Development

Marc leads Epilog's Consumer OEM Market Channel Development. Marc comes to Epilog from an extensive career in Silicon Valley startups. Previously, Marc was co-founder of NetDrive - the first Internet personal storage service (before it was called Cloud). Marc has built and run sales and business development for early-stage companies such as Visto/Good Technology, Funambol, German Software, Treasure Data, and Wollongong/Attachmate. Marc learned to evangelize breakthrough technology as a software engineer early in his career working for Steve Jobs at NeXT. Marc's younger days in football also bring Epilog connections to major sports franchise leagues.

Rony Greenberg - Director

Business leader with a consistent and proven track record of delivering dramatically increased revenues, gross margin and profits. Experienced at efficiently orchestrating and navigating complex organizations with cross-functional teams located worldwide. A highly skilled negotiator and polished communicator with superior client relationship development and the ability to close revenue-generating partnership contracts. Motivational leader who builds and pilots teams to create strategy and achieve results that exceed organizational objectives. Rony has been previously involved in many Silicon Valley startups.

Kelly Stopher - CFO

With over 30 years experience in accounting and finance, Mr. Stopher’s career includes management and executive positions as Chief Financial Officer for Lee Read Jewelers, Inc. (Boise, ID), Chief Financial Officer for Weldon Barber (Spokane, WA), Account Executive for Aston Group (Vancouver, BC), Business Relationship Manager for Wells Fargo (Spokane, WA), CFO/Director for Jayhawk Energy, Inc. (Coeur d’Alene, ID) and CFO for Zenlabs Holdings, Inc. (Vancouver, BC). Mr. Stopher is Managing Partner at Palouse Advisory Partners LLC, a firm specializing in accounting and financial consulting for pre-IPO and publicly traded companies.

Deal terms


Price per security
$2.83

The price of each unit of stock. 


Learn More

Minimum investment
$348.09
The smallest investment amount the issuer is accepting in this offering.
Maximum investment
$452.752K
The largest investment amount the issuer is accepting in this offering.
Funding goal
$50K / $4.53M
0% of $50K minimum offering amount has been reached.

Epilog must achieve its minimum goal of $50K before the deadline.
The maximum amount the offering can raise is $4.53M.
Learn more
Deadline
May 1, 2024
Epilog campaign will end on .
Learn more
Security type
Common shares
Common stock issued by Epilog Imaging Systems, Inc.
Learn more
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Epilog
Transforming how machines see the world
Promo period Price per security
Jan 4 — Feb 9 $2.12
Feb 9 — May 1 $2.83
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How it works

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by Epilog Imaging Systems Inc.. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Subscription Agreement Epilog - Subscription Agreement ($2.83).pdf Epilog Form C .pdf

Bonus perks

In addition to your Common shares, you'll receive perks for investing in Epilog.
Invest
$500
Receive
  • Free exclusive owners t-shirt
Invest
$1,000
Receive
  • 50% off SideCar
Invest
$2,500
Receive
  • 75% off SideCar
  • 10% bonus shares
Invest
$5,000
Receive
  • Free SideCar
  • 15% bonus shares
Invest
$10,000
Receive
  • Free SideCar
  • 20% bonus shares

About Epilog

Legal Name
Epilog Imaging Systems Inc.
Founded
Jun 2010
Form
Delaware Corporation
Employees
6
Website
epilog.com
Social Media
Headquarters
Google Map location of of Epilog
75 East Santa Clara Street , San Jose, CA
Headquarters
75 East Santa Clara Street, San Jose, CA, United States 95113

Epilog Team
Everyone helping build Epilog, not limited to employees

Profile picture of Michael Mojaver
Michael Mojaver
Co-founder, CEO & Director
Profile picture of Lance Mojaver
Lance Mojaver
Co-founder, CTO & Director
Profile picture of Marc Munford
Marc Munford
VP Business Development
Profile picture of Rony Greenberg
Rony Greenberg
Director
Profile picture of Kelly Stopher
Kelly Stopher
CFO
2 more team members
Michael Mojaver
Co-founder, CEO & Director
Lance Mojaver
Co-founder, CTO & Director
Marc Munford
VP Business Development
Rony Greenberg
Director
Kelly Stopher
CFO

FAQ

How do I get a return on my investment?

How do I get a return on my investment?

When you invest in Epilog, you will receive common stock in the company. You can make money if the company "exits," meaning it is acquired or goes public at a higher price than you paid for it. There is also the risk that you could lose your entire investment if the company fails.

What are the risks associated with investing in common stock?

What are the risks associated with investing in common stock?

Common stock investments are subject to market fluctuations, company-specific risks, and general economic conditions. Prices can be volatile, and there is a risk of losing the invested capital.

Remember, investing always carries risks, and it's essential to conduct thorough research or consult with a financial advisor before making investment decisions.

Should I diversify my stock portfolio?

Should I diversify my stock portfolio?

Diversification helps spread risk by investing in a variety of stocks across different industries. It can reduce the impact of poor performance in one sector on your overall portfolio.

How do dividends work with common stock?

How do dividends work with common stock?

Some common stocks may pay dividends, which are a portion of the company's profits distributed to shareholders. Not all stocks offer dividends, and companies may choose to reinvest profits instead.

What factors should I consider before investing in common stock?

What factors should I consider before investing in common stock?

Evaluate the company's financial health, growth potential, industry trends, and the overall economic climate. Consider your risk tolerance and investment goals.

How does investing in common stock differ from other forms of investment?

How does investing in common stock differ from other forms of investment?

Unlike bonds or preferred stock, common stock may carry voting rights and exposes investors to potential capital gains or losses based on the company's performance.

What is common stock?

What is common stock?

Common stock represents ownership in a company and may give shareholders the right to vote on certain matters at shareholder meetings. It also provides a claim on a portion of the company's assets and earnings.

Still have questions? Check the discussion section.
Show all FAQ

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.

Epilog was incorporated under the laws of the State of Delaware on June 28, 2010, but did not begin operations until July 2015. The Issuer has not yet generated sustained profits. The likelihood of its creation of a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the growth of a business, operation in a competitive industry, and the continued development of its technology and products. The Issuer anticipates that its operating expenses will increase for the near future, and there is no assurance that it will be profitable in the near future. The Issuer will only be able to pay dividends on any shares once its directors determine that it is financially able to do so. Epilog Imaging Systems, Inc has incurred a net loss and has had limited revenues generated since inception. There is no assurance that the Issuer will be profitable in the next 3 years or generate sufficient revenues to pay dividends to the holders of the shares. You should consider the business, operations and prospects in light of the risks, expenses and challenges faced as an emerging growth company.

Global crises and geopolitical events, including without limitation, COVID-19 can have a significant effect on our business operations and revenue projections.

A significant outbreak of contagious diseases, such as COVID-19, 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. Our business currently does not generate any sales and future sources of revenue may not be sufficient to meet our future capital requirements. 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 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 operate in evolving markets, which make it difficult to evaluate our business and prospects. If markets for our products, including autonomous driving, robotics, and other commercial applications, develop more slowly than we expect, or long-term end-customer adoption rates and demand are slower than we expect, our operating results and growth prospects could be harmed.

It is difficult to evaluate the prospects and growth of our business. The growth and profitability of the markets in which we participate and the level of demand and market acceptance for our technology are subject to a high degree of uncertainty. If consumers do not perceive meaningful benefits of our technology, then markets may develop more slowly than we expect, which could adversely impact our operating results and our ability to grow our business.

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 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.

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 face strong competition for our products and services from a growing list of established and new competitors. 

We face competition from existing and future automobile manufacturers and robotics developers. A significant and growing number of established and new automobile manufacturers, as well as other companies, have entered, or are reported to have plans to enter, the market for electric and other alternative fuel vehicles, including hybrid, plug-in hybrid and fully electric vehicles, as well as the market for self-driving technology and other vehicle applications and software platforms. Many of our competitors have significantly greater or better-established resources than we do to devote to the design, development, manufacturing, distribution, promotion, sale and support of their products. Increased competition could result in our lower sales, price reductions, revenue shortfalls, loss of customers and loss of market share, which may harm our business, financial condition and operating results.

We also face competition in our energy generation and storage business from other manufacturers, developers, installers and service providers of competing energy technologies, as well as from large utilities. Decreases in the retail or wholesale prices of electricity from utilities or other renewable energy sources could make our products less attractive to customers and lead to an increased rate of customer defaults.

Our business may suffer if our products or features contain defects, fail to perform as expected or take longer than expected to become fully functional. 

If our products contain design or manufacturing defects that cause them not to perform as expected or that require repair, or certain features of our vehicles such as new autopilot features take longer than expected to become enabled, are legally restricted or become subject to onerous regulation, our ability to develop, market and sell our products and services may be harmed, and we may experience delivery delays, product recalls, product liability, breach of warranty and consumer protection claims and significant warranty and other expenses. For example, we are developing self-driving and driver assist technologies to rely on computer-vision technology. There is no guarantee that any incremental changes in the specific equipment we deploy will not result in initial functional disparities from prior iterations or will perform as expected in the timeframe we anticipate, or at all.

Our products are also highly dependent on software, which is inherently complex and may contain latent defects or errors or be subject to external attacks. Although we attempt to remedy any issues we observe in our products as effectively and rapidly as possible, such efforts may not be timely, may hamper production or may not completely satisfy our customers. There can be no assurance that we will be able to detect and fix any defects in our products prior to their sale to or installation for customers.

We may be required to defend or insure against product liability claims.

We face the risk of such claims in the event our self-driving cars do not perform or are claimed to not have performed as expected. We expect to face, claims and regulatory scrutiny arising from or related to misuse or claimed failures of such new technologies that we are pioneering. Any product liability claim may subject us to lawsuits and substantial monetary damages, product recalls or redesign efforts, and even a meritless claim may require us to defend it, all of which may generate negative publicity and be expensive and time-consuming. In most jurisdictions, we generally self-insure against the risk of product liability claims for vehicle exposure, meaning that any product liability claims will likely have to be paid from Issuer funds and not by insurance.

We will need to maintain public credibility and confidence in our long-term business prospects in order to succeed.

In order to maintain and grow our business, we must maintain credibility and confidence among customers, suppliers, analysts, investors, ratings agencies and other parties in our long-term financial viability and business prospects. Maintaining such confidence may be challenging due to our limited operating history relative to established competitors; customer unfamiliarity with our products; any delays we may experience in scaling manufacturing, delivery and service operations to meet demand; competition and uncertainty regarding the future of our technology and self-driving technology or our other products and services. Any negative perceptions, whether caused by us or not, may harm our business and make it more difficult to raise additional funds if needed.

We are reliant on one main type of service.

All of our current services are variants on one type of service, providing products related to artificial intelligence (AI) vision systems. Our revenues are therefore dependent upon the market for customers and corporations interested in AI vision systems and related technology.

Some of our products are still in prototype phase and might never be operational products.

It is possible that there may never be an operational product or that the product may never be used to engage in transactions. It is possible that the failure to release the product is the result of a change in business model upon the Issuer’s making a determination that the business model, or some other factor, will not be in the best interest of the Issuer and its stockholders.

Developing new products and technologies entails significant risks and uncertainties.

We are continuing research and development and only manufactured a prototype for our Closeview (formerly Ultimax) and pre-production version of Wellcome. Delays or cost overruns in the development of our and failure of the product to meet our performance estimates may be caused by, among other things, unanticipated technological hurdles, difficulties in manufacturing, changes to design and regulatory hurdles. Any of these events could materially and adversely affect our operating performance and results of operations.

Our new product could fail to achieve the sales projections we expected.

Our growth projections are based on an assumption that with an increased advertising and marketing budget our products will be able to gain traction in the marketplace at a faster rate than our current products have. It is possible that our new products will fail to gain market acceptance for any number of reasons. If the new products fail to achieve significant sales and acceptance in the marketplace, this could materially and adversely impact the value of your investment.

Our ability to sell our product or service is dependent on outside government regulation which can be subject to change at any time.

Our ability to sell product is dependent on the outside government regulation such as the National Highway Traffic Safety Administration (NHTSA), Federal Trade Commission (FTC), and other relevant government laws and regulations. The laws and regulations concerning the selling of product may be subject to change and if they do then the selling of product may no longer be in the best interest of the Issuer. At such point, the Issuer may no longer want to sell product and therefore your investment in the Issuer may be affected.

Risks Related to Liability to Autonomous Vehicles

Self-driving and driver assistance systems, such as Tesla's Autopilot, require that the driver remains engaged, attentive, and ready to take control of the vehicle at all times. The system's capabilities may vary based on road conditions, weather conditions, the vehicle's surroundings, applicable traffic laws, and the state of the AI software. The driver is ultimately responsible and must consent to monitoring the system and ensuring the safe, legal operation of the vehicle at all times. However, accidents can and do happen, and the role of human drivers while in autonomous mode may lead to confusion regarding responsibility when a human fails to take control in emergency situations. Determining liability can be complex and costly, as it may involve vehicle manufacturers, hardware suppliers, software developers, and the vehicle owner. Regulations and laws concerning liability for autonomous vehicles vary by jurisdiction, adding complexity and cost to the resolution of potential liability concerns.

Risks Related to Data Privacy and Autonomous Vehicles

Autonomous vehicles collect vast amounts of personal data, such as location and driving habits, raising concerns about how this data is used and protected. Although the Issuer takes every necessary step to ensure users' data privacy, collecting and using data from the vehicle can give rise to privacy and security issues, potentially exposing the Issuer to liability for data breaches or misuse. Clarifying data ownership and how users provide consent for its collection is a complex and potentially costly matter.

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.

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 fee of five percent (5%) of the dollar amount raised in the Offering. 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 Securities will not be freely tradable under the Securities Act until one year from the initial issuance date. 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. The Securities sold under this Offering will not be freely tradable until one year from the initial issuance date. 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.

Your ownership of the Securities will be subject to dilution.

If we conduct subsequent offerings of securities, issue shares pursuant to a compensation or distribution reinvestment plan or otherwise issues additional shares, investors who purchase securities in this offering who do not participate in those other stock issuances will experience dilution in their percentage ownership of the Issuer’s outstanding shares. Furthermore, shareholders may experience a dilution in the value of their underlying shares depending on the terms and pricing of any future share issuances (including the underlying shares being sold in this offering) and the value of our assets at the time of issuance.

The Securities will be equity interests in our company and will not constitute indebtedness.

The Securities will rank junior to all existing and future indebtedness and other non-equity claims on our company with respect to assets available to satisfy claims on the Issuer, including in a liquidation of our company. Additionally, unlike indebtedness, for which principal and interest would customarily be payable on specified due dates, there will be no specified payments of dividends with respect to the Securities and dividends are payable only if, when and as authorized and declared by us and depend on, among other matters, our historical and projected results of operations, liquidity, cash flows, capital levels, financial condition, debt service requirements and other cash needs, financing covenants, applicable state law, federal and state regulatory prohibitions and other restrictions and any other factors our board of directors deems relevant at the time. In addition, there is no limit on the amount of debt or other obligations we may incur in the future. Accordingly, we may incur substantial amounts of additional debt and other obligations that will rank senior to the Securities, which are the most junior securities of our company.

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 can be no assurance that we will ever provide liquidity to investors through either a sale of our company or a registration of the Securities.

There can be no assurance that any form of merger, combination, or sale of our company will take place, or that any merger, combination, or sale would provide liquidity for investors. Furthermore, we may be unable to register the Securities for resale by investors for legal, commercial, regulatory, market-related or other reasons. In the event that we are unable to effect a registration, investors could be unable to sell their securities unless an exemption from registration is available.

The offering price in this offering may not represent the value of our Securities.

The price of the Securities being sold in this offering has been determined based on a number of factors and does not necessarily bear any relationship to our book value, assets, operating results or any other established criteria of value. Prices for our securities may not be indicative of the fair market value of our securities now or in the future.

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.

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.

Our future growth and success are dependent upon consumers’ demand for self-driving technology and vehicles.

If the market for self-driving vehicles in general does not develop as we expect, develops more slowly than we expect, or if demand for our vehicles decreases in our markets or our vehicles compete with each other, our business, prospects, financial condition and operating results may be harmed. 

We are still at an earlier stage of development and have limited resources and production relative to established competitors. The market for our products could be negatively affected by numerous factors, such as: 

  • perceptions about self-driving vehicle features, quality, safety, performance and cost;

  • competition;

  • government regulations and economic incentives; and

  • concerns about our future viability.

Finally, the target demographics for our products are highly competitive. Sales of self-driving technology in vehicles in the automotive industry tend to be cyclical in many markets, which may expose us to further volatility.

Show all Risks

Discussion

Ask questions and share feedback with the Epilog team below. If you have support related questions for Republic, please contact investors@republic.co.
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