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Hydrogen Fitness

Expensive gym look and feel, for 1/3 of the cost
Fitness B2C Local Subscription
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Funding Vision and strategy Problem Solution Product Traction Customers Biz. model Market Competition Founder
About Team FAQ Risks Discussion

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by DJ Gym Westchester, LLC. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Hydrogen Fitness IPA Hydrogen Fitness Form C.pdf
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Highlights


  • Brand new premiere fitness facility—Hartsdale, NY & Lower Westchester, NY
  • 750 members since opening
  • 4.8/5 rating on Google and 75+ reviews, as of August 2021
  • Annual and monthly memberships starting at $44.99
  • Open 24 hours, every day, including holidays!
  • Franchising planned for concept once 3 locations are live
  • June 2021—first profitable month

Funding


Bootstrapped $1M+ 


Hydrogen Fitness has been bootstrapped by its founder for $1.28M+ since inception.

COVID-19 has produced excellent gym location options. We are looking to add two additional locations in high-end markets before we start franchising our concept. To accomplish this, we are seeking $1M for our 2nd location at a $5M valuation. 

Vision and strategy


Franchising after 3 locations


Hydrogen Fitness plans to open two new locations in New Jersey and Southwest Connecticut. Once 3 locations are active, we plan to begin franchising in January 2023. This should allow us to get to 100 units by 2026 and should generate significant franchising revenue, overshadowing corporate location revenue. 

                     

Problem


Gyms aren’t delivering what people need


Gyms aren’t delivering what people need when it comes to lifestyle and exercise, particularly during COVID-19. More and more people are looking for an alternative fitness center that delivers in all areas—quality, cleanliness, dynamic classes, childcare, and options for fitness at all levels—without the high-end prices of most luxury gyms.

Solution


A new fitness concept


Hydrogen Fitness is a new fitness concept designed for a COVID-19 environment in the Hartsdale/Scarsdale area as well as Lower Westchester, NY. We offer the premium aspects of an Equinox environment—including classes, towel services, and childcare—for 1/3 of the cost.

Each gym is equipped with state-of-the-art equipment, as well as experienced instructors and personal trainers that are available to members. 

Product


Hydrogen Fitness offers 40+ classes, personal training, and other benefits


Hydrogen Fitness allows clients to get back into their fitness routine with brand new equipment, 11K square feet of hygienic gym space, and immediate staff on hand. Whether clients are after a clean gym with brand new equipment or amenities like childcare and towel service, Hydrogen Fitness accommodates a wide spectrum of possibilities.

Our gym offers a full range of fitness options for all levels. We'll offer 80+ classes a week in the near future, including Zumba, Yoga, Spin, Boxing Bootcamp, TRX, and more. All of this is available 24 hours a day, every day of the year, including holidays!

We also offer an app that provides class schedules, social media interaction, fitness goals, and in-club challenges. The app even syncs with many of the popular fitness tracking devices and fitness apps on the market. 

Traction


First location saw 775 members during COVID


Hydrogen Fitness's first location in Hartsdale, NY opened on August 24th, 2020, and within 11 months we grew to 750 members—all during COVID! We targeted Hartsdale due to the close proximity to the Metro North Train Station and Manhattan, plus its position in a high-income location with an HHI of $250K. 

Customers


From fitness enthusiasts to beginners, you’ll find a class you love


Our location is perfect for commuters. We are located across the street from the Metro North Train Station, which shuttles passengers to Midtown Manhattan in just 30 minutes or less. We also serve the retired population that surrounds our facility in the dense multi-family buildings that line the street.

One of our core tenets is making fitness accessible to people of all ages, levels, and interests. To facilitate this goal, we've hired experienced instructors who lead classes across virtually all types of fitness.

Our clients have praised our cleanliness and thorough approach— not only to their personal health, but also their personal safety. We have a rating of 4.8/5 on Google and 75+ reviews. 

Business model


Annual or monthly memberships


Members can choose between monthly or annual memberships, and select one of the two plans listed below. All new membership agreements have a $59.99 yearly maintenance fee and a $99.99 initiation fee. There's a $10 additional fee for month-to-month memberships that can be canceled at any time.

Market


Gyms generated $96.7B+ in 2020


The global gym industry serves more than 184M gym members. In 2020, the global market grew to $96.7B+.

In the US, membership fees comprise 60%+ of the overall health and fitness industry revenue. 

Competition


Offering premier gym luxuries at a lower cost


Hydrogen Fitness is competing with corporate gyms within the area on both ends of the expense spectrum—from Equinox at $180/month, to Planet Fitness at $9.99/month. Our competitive advantage is the combination of premier luxuries like a plethora of class offerings, childcare, towel service, and extreme cleanliness, at a much lower cost than any other club with similar amenities. 

Founder


Entrepreneur & real estate investor with successful dietary supplement company


Jon Gutwein

Founder

My passion to improve people's health started with my supplement & vitamin company, and has now expanded to the fitness world with the successful launch of Hydrogen Fitness.

COVID 19 has reminded us how important it is to lead a healthy lifestyle. The vast majority of what ails us (and makes us more susceptible to worsened cases of COVID 19 and other illnesses) can be averted by diet and exercise, so I am pleased to be involved in businesses in both of these worlds.

Deal terms


Minimum investment

$150

The smallest investment amount that Hydrogen Fitness is accepting.
Learn more

Funding goal

$1.07M

Hydrogen Fitness must achieve its minimum goal of $750K before the deadline. The maximum amount the offering can raise is $1.07M.
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Deadline
Hydrogen Fitness needs to reach their minimum funding goal before the deadline ( ). If they don’t, all investments will be refunded.
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Type of security

Crowd IPA

Crowd IPA (Interests Purchase Agreement) is a simple agreement to acquire membership units of a limited liability company.
Learn more

Valuation

$5,000,000

The stated valuation of the company before any subscriptions are taken in to account. Each dollar invested in Hydrogen Fitness will increase the valuation by that same amount, assuming the offering is successful.
Learn more

Price per security

$1

The price of each membership unit.
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How it works

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by DJ Gym Westchester, LLC. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Hydrogen Fitness IPA Hydrogen Fitness Form C.pdf

Bonus perks

In addition to your Crowd IPA, you'll receive perks for investing in Hydrogen Fitness.
Invest
$500
Receive
  • 2 Personal Training Sessions
Invest
$1,000
Receive
  • 1 Month Platinum Membership + 2 Personal Training Sessions
Invest
$2,500
Receive
  • 6 Month Platinum Membership + 3 Personal Training Sessions
Invest
$5,000
Receive
  • 1 Year Platinum Membership + 5 Personal Training Sessions
Invest
$10,000
Receive
  • Lifetime Platinum Membership + 10 Personal Training Sessions + Founder-led Tour of Hydrogen Fitness

About Hydrogen Fitness

Legal Name
DJ Gym Westchester, LLC
Founded
Nov 2019
Form
New York LLC
Employees
10
Website
hydrogenfitness.com
Social Media
Headquarters
Google Map location of of Hydrogen Fitness
208 East Hartsdale Avenue , Hartsdale, NY
Headquarters
208 East Hartsdale Avenue, Hartsdale, NY, United States 10530

Hydrogen Fitness Team
Everyone helping build Hydrogen Fitness, not limited to employees

Profile picture of Jonathan Gutwein
Jonathan Gutwein
Founder & Managing Member
Profile picture of Andrew Pinon
Andrew Pinon
General Manager
Profile picture of Benjamin Berger
Benjamin Berger
Managing Member
Jonathan Gutwein
Founder & Managing Member
Andrew Pinon
General Manager
Benjamin Berger
Managing Member

FAQ

How do I earn a return?

How do I earn a return?

We are using Republic's Crowd IPA security. Learn how this translates into a return on investment here.

What are your long term goals with the business?

What are your long term goals with the business?

We intend to add 2 more locations. Once we are at 3 locations our intentions are to start franchising. We will use the 3 corporate locations for models and training centers for the franchisees and as a testament to the strength of our concept.

How long will it take to launch the second location?

How long will it take to launch the second location?

That depends. If it is an exsiting gym that went out of business it could take 6 months or less. If it is a blank space it could take 6-12 months.

How many locations do you have?

How many locations do you have?

1 in Hartsdale, NY. We will be using this round of funding to add a second location.

Are you profitable?

Are you profitable?

June 2021 marked our first profitable month.

How many members do you have?

How many members do you have?

As of July 1, we have 750 members (not including short term student plans)

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.
The Company 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 Company may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.
Global crises such as COVID-19 can have a significant effect on our business operations and revenue projections.
With shelter-in-place orders and non-essential business closings potentially happening throughout 2020, 2021 and into the future due to COVID-19, the Company’s revenue has been adversely affected. Future non-essential business closures would significantly impact our ability to collect membership dues, personal training revenues and ancillary sales of goods.
If we cannot maintain our culture as we grow, we could lose the innovation, teamwork, and passion that we believe contribute to our success and our business may be harmed.
We believe that a critical component of our success has been our corporate culture. We have invested substantial time and resources in building our culture, which is based on our core purpose that we are here to help people achieve their goals and lead healthy, fulfilling lives. Any failure to preserve our culture could negatively affect our future success, including our ability to retain and recruit personnel and to effectively focus on and pursue our corporate objectives.
Your ownership of the Securities will be subject to dilution.
Owners of Securities do not have preemptive rights. If the Company conducts subsequent Offerings or issuances of Securities, Purchasers in this Offering who do not participate in those other Securities issuances will experience dilution in their percentage ownership of the Company’s outstanding Securities. Furthermore, Purchasers may experience a dilution in the value of their interests depending on the terms and pricing of any future Securities issuances (including the Securities being sold in this Offering) and the value of the Company’s assets at the time of issuance.
Membership transfers and withdrawals are restricted.
In addition to the limitations on transferability imposed by the application of federal and state securities laws, the Company’s amended and restated operating agreement, dated as of January 1, 2021, as amended (the “Operating Agreement”) imposes additional restrictions on the transfer of our membership interests. Pursuant to the Operating Agreement, holders of our membership interests or economic interest may not transfer any membership interests or economic interest in the Company or withdraw from the Company, without the written approval of members holding a majority interest, not including the transferring member.
The seasonal nature of our business could cause operating results to fluctuate.
We have experienced and continue to expect fluctuations in quarterly results of operations due to the seasonal nature of our business. The months of January to May result in the greatest retail sales due to renewed consumer focus on healthy living following New Year’s Day, as well as significant subscriber enrollment around that time. This seasonality could cause the post combination company’s share price to fluctuate as the results of an interim financial period may not be indicative of its full year results. Seasonality also impacts relative revenue and profitability of each quarter of the year, both on a quarter-to-quarter and year-over-year basis.
Our products and services may be affected from time to time by design and manufacturing defects, real or perceived, that could adversely affect our business and result in harm to our reputation.
We offer complex exercise equipment that can be affected by design and manufacturing defects. Defects may also exist in components and products that we source from third parties. Any defects could make our products and services unsafe and create a risk of environmental or property damage and/or personal injury.
The amount of capital the Company is attempting to raise in this Offering may not be enough to sustain the Company’s current business plan.
In order to achieve the Company’s near and long-term goals, the Company may need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Company 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.
The high level of competition in the health club and fitness industry could materially and adversely affect our business.
We operate in a highly competitive market, with multiple industry segments competing for consumers’ share of the wallet allocated to fitness spend. While we operate specifically within the studio fitness category, we consider companies in the following key industry segments as potential competition: other studio fitness concepts; full-service health clubs; racquet, tennis, country and other athletic clubs; value-focused health clubs; and at-home fitness offerings, including digital fitness content. Competitors may attempt to copy our business model, or portions thereof, which could erode our market share and brand recognition and impair our growth rate and profitability. Competitors, including companies that are larger and have greater resources than us, may compete with us to attract members and qualified fitness trainers in our regions. Other studio fitness concepts may lower their prices or create lower-priced brand alternatives within our markets. Furthermore, due to the increased number of low-cost studio fitness alternatives, we may face increased competition if our membership pricing increases or if discretionary spending declines. In addition, as we expand into new markets, we may face competitive challenges penetrating those markets due to, among other factors, competitors who may already have a significant presence in those markets, consumer unfamiliarity with our brand and our own unfamiliarity with the health and fitness market in such regions. Current and future competition may limit our ability to attract new members and retain existing members and may limit our ability to attract and retain qualified fitness trainers, which in each case could materially and adversely affect our business, results of operations and financial condition.
The continued growth of on-demand fitness classes could adversely affect our business, results of operations and financial condition.
At home on-demand fitness classes offer the benefit of a user-selected workout at home where users have the ability to vary the types of workouts they do on a daily basis, if desired. Many on-demand fitness classes can also be live streamed, allowing real-time interactions, including coaching cues from the class instructor. As the availability and variety of on-demand fitness classes (including live streaming classes) continue to grow, our members’ preferences may shift away from the in-studio experience, which is central to our business model, to at-home on-demand classes. Millennials, who represent one of the largest, most active demographic groups, in particular, may exhibit a shift in preference to on-demand fitness classes as they enter new life phases, such as parenthood, and, as a result, find new constraints placed on their free time. As such, on-demand workouts may become better suited for their lifestyles. In addition, the COVID-19 pandemic has accelerated the growth of and demand for at-home fitness classes, which may extend beyond the pandemic. If we fail to timely identify and effectively respond to any such shift in consumer preference, our business, results of operations and financial condition could be adversely affected.
We and our franchisees may be unable to attract and retain members, which would materially and adversely affect our business, results of operations and financial condition.
The success of our business depends on our and our franchisees’ ability to attract and retain members. Our and our franchisees’ marketing efforts may not be successful in attracting members to studios, and membership levels may materially decline over time, especially at studios in operation for an extended period of time. Members may cancel their memberships at any time after giving proper advance written notice, subject to an initial minimum term applicable to certain memberships. Our franchisees may also cancel or suspend memberships if a member fails to provide payment for an extended period of time. In addition, we experience attrition and we and our franchisees must continually engage existing members and attract new members in order to maintain membership levels. It is possible that a portion of our member base may not regularly use our studios and may cancel their memberships. Some of the factors that could lead to a decline in membership levels include, among other factors: • changing desires and behaviors of consumers or their perception of our brand; • government shutdowns, social distancing requirements, stay at home orders and advisories or any other restrictions or suggestions adopted my governmental authorities; • changes in discretionary spending trends; • market maturity or saturation; • decline in our ability to deliver quality service at a competitive price; • a failure to introduce new features, products or services that members find engaging; • the introduction of new products or services, or changes to existing products and services, that are not favorably received; • technical or other problems that affect the member experience; • an increase in monthly membership dues due to inflation; • direct and indirect competition in our industry; • a decline in the public’s interest in health and fitness; and • a general deterioration of economic conditions or a change in consumer spending preferences or buying trends. In order to increase membership levels, we may from time to time offer promotions or lower monthly dues or annual fees. If we are not successful in optimizing pricing or finding other ways to add memberships in new and existing studios, our membership levels may decrease, and in turn growth in monthly membership dues or annual fees may suffer, which will have an increasing impact on our financial results as we continue to move to a percentage of gross monthly studio revenue based franchise fee model. Any decrease in our average dues or fees or higher membership costs may materially and adversely impact our results of operations and financial condition. As a result of these factors, we cannot be certain that our membership levels will be adequate to maintain or permit the expansion of our operations. A decline in membership levels would have an adverse effect on our business, results of operations and financial condition.
Our business model relies on high quality customer service, and any negative impressions of our customer service experience may adversely affect our business and result in harm to our reputation.
We rely on high quality overall customer service across all of our products and services. Positive customer service experiences help drive a positive reputation, increased sales and minimization of litigation. Providing a high-quality customer experience is vital to our success in generating word-of-mouth referrals to drive sales and for retaining existing customers. The importance of high-quality support will increase as we expand our business and introduce new products and services. If we do not help our customers quickly resolve issues and provide effective ongoing support, our reputation may suffer and our ability to retain and attract customers, or to sell additional products and services to existing customers, could be harmed.
Increases in labor costs, including wages, could adversely affect our business, financial condition and results of operations.
The labor costs associated with our businesses are subject to many external factors, including unemployment levels, prevailing wage rates, minimum wage laws, potential collective bargaining arrangements, health insurance costs and other insurance costs and changes in employment and labor legislation or other workplace regulation. From time to time, legislative proposals are made to increase the federal minimum wage in the U.S., as well as the minimum wage in a number of individual states and municipalities, and to reform entitlement programs, such as health insurance and paid leave programs. As minimum wage rates increase or related laws and regulations change, we may need to increase not only the wage rates of our minimum wage employees, but also the wages paid to our other hourly or salaried employees. Our employees may seek to be represented by labor unions in the future or negotiate additional compensation. Any increase in the cost of our labor could have an adverse effect on our business, financial condition and results of operations or if we fail to pay such higher wages, we could suffer increased employee turnover. Increases in labor costs could force us to increase prices, which could adversely impact our visits. If competitive pressures or other factors prevent us from offsetting increased labor costs by increases in prices, our profitability may decline and could have a material adverse effect on our business, financial condition and results of operations.
If we are unable to anticipate and satisfy consumer preferences and shifting views of health, fitness and nutrition, our business may be adversely affected.
The fitness industry is highly susceptible to changes in consumer preferences. Our success depends on our ability to anticipate and satisfy consumer preferences relating to health, fitness and nutrition. Our business is, and all of our workouts and products are, subject to changing consumer preferences that cannot be predicted with certainty. Consumers’ preferences for health and fitness services and products, including the technology through which they consume these services and products, could shift rapidly to offerings different from what we offer, and we may be unable to anticipate and respond to such shifts in consumer preferences. It is also possible that competitors could introduce new products, services and/or technologies that negatively impact consumer preference for our workouts and products. In addition, developments or shifts in research or public opinion on the types of workouts and products we provide could negatively impact our business. Even if we are successful in anticipating consumer preferences, our ability to adequately react to and address those preferences will in part depend upon our continued ability to develop and introduce innovative, high-quality health and fitness services. Our failure to effectively introduce new health and fitness services that are accepted by consumers could result in a decrease in revenue, which could have a material adverse effect on our financial condition and adversely impact our business.
Our customers and their children may be injured while engaging in activities in our facilities, and we may be exposed to claims, or regulations could be imposed, which could adversely affect our brand, operating results and financial condition.
Our customers participate in a wide variety of physical activities in our facilities, including extreme sports and our sauna, which in many cases carry the risk of significant injury or death. Our customers may attend our facilities with their children, who may significant injury or death at our facilities. We may be subject to claims that users have been injured or harmed by or while engaging in activities in our facilities, including false claims or erroneous reports relating to safety, security or privacy issues, or that personal property has been damaged as a result of other customer’s activities. Although we maintain insurance to help protect us from the risk of such claims, such insurance may not be sufficient or may not apply to all situations. In addition, if lawmakers or governmental agencies were to determine that the our facilities and equipment increase the risk of injury or harm to all or a subset of our users or should otherwise be restricted to protect consumers, they may pass laws or adopt regulations that limit the use of our products or increase our liability associated with the use of our products. Any of these events could adversely affect our brand, operating results and financial condition.
We rely on the creativity of our fitness instructors to generate class content. If we are unable to access or use our studios or if we are unable to attract and retain high-quality fitness instructors, we may not be able to generate interesting and attractive content for our classes.
Most of the fitness and wellness services offered in our facilities is provided by our fitness instructors. Any incident involving our facilities or our fitness instructions could our services inaccessible or unusable and could inhibit our ability to produce and deliver new fitness and wellness services for our customers. If we are unable to attract or retain creative and experienced instructors, we may not be able to generate satisfactory services on a scale or of a quality sufficient to grow our business. If we fail to produce and provide our customers with interesting and attractive content led by instructors who they can relate to, then our business, financial condition, and operating results may be adversely affected.
If we are unable to anticipate appropriate pricing levels for our fitness and wellness services, our business could be adversely affected.
If we are unable to anticipate appropriate pricing levels for our fitness and wellness services, whether due to consumer sentiment, brand perception, competitive pressure, or otherwise, our revenues and/or gross margins could be significantly reduced. Further, our decisions around the development of new products and services are in part based upon assumptions around pricing levels. If there is price compression in the market after these decisions are made, it could have a negative effect on our business.
Changes in how we market our products and services could adversely affect our marketing expenses and subscription levels.
We use a broad mix of marketing and other brand-building measures to attract customers. We use third-party social media platforms such as Facebook, Twitter, and Instagram, as marketing tools. As such platforms continue to rapidly evolve or grow more competitive, we must continue to maintain a presence on these platforms and establish a presence on new or emerging popular social media and advertising and marketing platforms. If we cannot cost effectively use these marketing tools, if we fail to promote our products and services efficiently and effectively, or if our marketing campaigns attract negative media attention, our ability to acquire new customers and our financial condition may suffer. In addition, an increase in the use of social media for product promotion and marketing may increase the burden on us to monitor compliance of such materials and increase the risk that such materials could contain problematic product or marketing claims in violation of applicable regulations.
An economic downturn or economic uncertainty may adversely affect consumer discretionary spending and demand for our products and services.
Our products and services may be considered discretionary items for consumers. Factors affecting the level of consumer spending for such discretionary items include general economic conditions, and other factors, such as consumer confidence in future economic conditions, fears of recession, the availability and cost of consumer credit, levels of unemployment, and tax rates. In particular, we believe that the COVID-19 pandemic and its resulting global macroeconomic impact may adversely affect consumer discretionary spending. In recent years, the United States and other significant economic markets have experienced cyclical downturns and worldwide economic conditions remain uncertain. As global economic conditions continue to be volatile or economic uncertainty remains, including due to the COVID-19 pandemic, trends in consumer discretionary spending also remain unpredictable and subject to reductions. Unfavorable economic conditions may lead consumers to delay or reduce purchases of our products and services and consumer demand for our products and services may not grow as we expect. Our sensitivity to economic cycles and any related fluctuation in consumer demand for our products and services could have an adverse effect on our business, financial condition, and operating results.
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 Company and present and future market conditions. 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 rely on various intellectual property rights, including trademarks, in order to operate our business.
The Company relies on certain intellectual property rights to operate its business. The Company’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. Also, 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 Company’s success depends on the experience and skill its executive officers and key employees.
We are dependent on our executive officers and key employees These persons may not devote their full time and attention to the matters of the Company. The loss of our executive officers and key employees could harm the Company’s business, financial condition, cash flow and results of operations.
Although dependent on certain key personnel, the Company 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 Company 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 Company will not receive any compensation to assist with such person’s absence. The loss of such person could negatively affect the Company and our operations. We have no way to guarantee key personnel will stay with the Company, as many states do not enforce noncompetition 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 Company is not subject to Sarbanes-Oxley regulations and may lack the financial controls and procedures of public companies.
The Company 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) Company, the Company 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 Company's financial and disclosure controls and procedures. If it were necessary to implement such financial and disclosure controls and procedures, the cost to the Company of such compliance could be substantial and could have a material adverse effect on the Company’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.
Investors will be required to purchase beneficial interests in the Securities in this offering using custodial accounts managed by Prime Trust, which may reduce an Investor’s ability to trade or otherwise liquidate their position without incurring a fee.
The Company has elected to exclusively accept investment commitments in the offering through custodial accounts managed by the escrow agent, Prime Trust. Therefore, to make an investment commitment, a prospective Investor must make a custodial account, and maintain its good standing, with Prime Trust pursuant to a valid and binding custody account agreement and subscribe to the offering in a manner that appoints Prime Trust as their custodian and legal record holder of the Securities. While Investors will be able to receive a full refund if their consideration if they cancel their investment commitment, if the Investor wishes to transfer the any securities purchased in this Offering out of the Prime Trust custodial account, they may incur a fee.
State and federal securities laws are complex, and the Company could potentially be found to have not complied with all relevant state and federal securities law in prior offerings of securities.
The Company 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 Company may have violated state or federal securities laws, any such violation could result in the Company being required to offer rescission rights to investors in such offering. If such investors exercised their rescission rights, the Company 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 Company 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 Company 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 Company which, among other things, could result in the Company having to pay substantial fines and be prohibited from selling securities in the future.
The Company could potentially be found to have not complied with securities law in connection with this Offering related to “Testing the Waters.”
Prior to filing this Form C, the Company engaged in “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 D. Some of these communications may not have included proper disclaimers required for “testing the waters”.
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 Company's management may have broad discretion in how the Company uses the net proceeds of the Offering.
Unless the Company has agreed to a specific use of the proceeds from the Offering, the Company’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 Company has the right to limit individual Investor commitment amounts based on the Company’s determination of an Investor’s sophistication.
The Company may prevent any Investor from committing more than a certain amount in this Offering based on the Company’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 Company’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 Company’s determination.
The Company has the right to extend the Offering Deadline.
The Company 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 Company 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 Company 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 Company receiving the Target Offering Amount, at which time it will be returned to you without interest or deduction, or the Company receives the Target Offering Amount, at which time it will be released to the Company to be used as set forth herein. Upon or shortly after the release of such funds to the Company, the Securities will be issued and distributed to you.
The Company may also end the Offering early.
If the Target Offering Amount is met after 21 calendar days, but before the Offering Deadline, the Company 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 Company may limit the amount of capital it can raise during the Offering by ending the Offering early.
The Company has the right to conduct multiple closings during the Offering.
If the Company meets certain terms and conditions, an intermediate close of the Offering can occur, which will allow the Company to draw down on half of the proceeds committed and captured in the Offering during the relevant period. The Company 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.
In exchange for each individual Investor’s commitment, Investors will receive a beneficial interest in the Omnibus Membership Interest Instrument, not our Membership Interests, and such Investor will not be a party to the Operating Agreement.
Upon acceptance of an individual Investor’s subscription, such Investor will receive the right to an indirect economic interest in certain Membership Interest, to be represented by a pro rata beneficial interest in an Omnibus Membership Interest Instrument issued by the Company to the custodian designated therein, presently being Prime Trust, with Prime Trust, in its capacity as Custodian as legal record owner of the Membership Interest. The beneficial interest in the Omnibus Membership Interest Instrument does not entitle Investors, excluding Prime Trust as the custodian, to any voting, information or inspection rights with respect to the Company, or to otherwise become a party to the Operating Agreement or exercise any rights thereunder, aside from any disclosure the Company is required to make under relevant securities regulations, nor are Investors entitled to exchange the beneficial interest for Membership Interest. Investors should carefully review the Subscription Agreement for Omnibus Membership Interest Instrument to understand the risks inherent in this investment vehicle.
Investors Purchasing the Securities will have limited rights.
Upon executing the Subscription Agreement for Beneficial Interest in Omnibus Membership Interest Instrument Representing Economic Interest in the Securities (the “Subscription Agreement”), the Investor, as a holder of a beneficial interest in Omnibus Membership Interest Instrument shall have no (i) voting, information or inspection rights not explicitly provided by the Omnibus Membership Interest Instrument (or the Investor’s Beneficial Interest therein), and such rights shall be limited exclusively to those provided for in the Omnibus Membership Interest Instrument, or (ii) right to be deemed the legal record owner of the Securities for any purpose, nor will anything in such subscription agreement be construed to confer on the Investor any of the rights of a member of the Company or any right to vote for the election of managers or upon any matter submitted to members at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights or otherwise, unless provided explicitly herein or in the Omnibus Membership Interest Instrument.
Each Investor must purchase the Securities in the Offering for Investor’s own account for investment.
Each Investor must purchase its Beneficial Interest and the economic interest in the securities represented thereby 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 Omnibus Membership Interest Instrument (and the Investor’s Beneficial Interest therein) 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 will not have voting rights.
Investors will not have the right to vote upon matters of the Company. Investors will never be able to freely vote upon any manager or other matters of the Company. Where a statutory right to vote is provided by state law, the Custodian will vote the Membership Interests with the Members.
The Securities will not be freely tradable under the Securities Act until one year from the initial purchase date. Although the Securities may be tradable under federal securities law, state securities regulations may apply, and each Investor should consult with their attorney. Additionally, Investors will only have a beneficial interest in the Securities, not legal ownership, which may make their resale more difficult.
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 Company. 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. Additionally, Investors will only have a beneficial interest in the Securities, not legal ownership, which may make their resale more difficult as it will require coordination with the Custodian.
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 Company or to receive financial or other information from the Company, other than as required by law. Other security holders of the Company 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 Company 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 Company 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.
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.
The Securities will be equity interests in the Company and will not constitute indebtedness.
As such, the Securities will rank junior to all existing and future indebtedness and other nonequity claims on the Company with respect to assets available to satisfy claims on the Company, including in a liquidation of the Company. Additionally, unlike indebtedness, for which principal and interest would customarily be payable on specified due dates, there will be no specified payments with respect to the Securities and distributions are payable only if, when and as determined by the Company and depend on, among other matters, the Company’s historical and projected results of operations, liquidity, cash flows, capital levels, financial.
We have a controlling member whose interests may differ from those of our other members.
Approximately 50% of the voting power of our membership interests is controlled, directly or indirectly, by Jonathan Gutwein. He, for the foreseeable future, has influence over corporate management and affairs, as well as matters requiring member approval, and he will be able to, subject to applicable law and the voting agreement, participate in management and approval of significant corporate transactions. It is possible that the interests of Mr. Gutwein may in some circumstances conflict with our interests and the interests of our other members. This could influence his decisions.
The Operating Agreement contains various covenants, obligtaions and restrictions on the rights of the Members, including, without limitation, with respect to voting rights, distributions, capital accounts, administrative and management rights, annual and special meetings, expulsion, indemnification, non-competition, transfer restrictions, right of first refusal, continuation of the company, inspection, arbitration and liquidation, termination and dissolution of the Company.
The Operating Agreement contains various covenants, obligations, and restrictions on the rights of the Members, and you should carefully review the Operating Agreement to ensure your agreements to such covenants, obligations and restrictions.
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