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Lora DiCarlo

Sex tech platform with $7.5M in annual revenue and a global consumer footprint
Women Founders Food Wellness B2C
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Co-investors
Gaingels
Growth Stage, Venture Capital Firm
Gaingels seeks top investment returns by co-investing with the best venture capital firms, and seeks to influence social change through business by investing in the best companies that embrace LGBT+ leadership.
Gaingels also invested in:
Companies
Cara Delevingne
Angel Investor
Cara Delevingne is a model, actress, and activist. She joined Lora DiCarlo in 2020 as co-owner and creative advisor to amplify Lora DiCarlo’s brand recognition through thoughtful and creative initiatives, including marketing campaigns and collaborating with the in-house engineering team to support product development.
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Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by Uccellini Inc.. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Lora DiCarlo Crowd SAFE Lora Di Carlo Form C:A.pdf Lora DiCarlo Form CA.pdf Lora Di Carlo Form C.pdf
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Hear from some of the 0 people reserved or invested in Lora DiCarlo


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Highlights


$5M+ raised
Company has previously raised over $5M in capital
$5M+ revenue
Company had over $5M in revenue in the past 12 months
Leading VC-backed
Company is backed by a leading VC firm

Lora DiCarlo is driving both product innovation and mainstream brand recognition in a sector ripe for change. In 2020, we launched our first consumer product and generated $7.5M in revenue (up from $0 revenue in 2019). 

  • $7.5M in annual revenue with 68% gross margins (Audited 2020 Financials)
  • Direct-to-consumer sales in 37 countries
  • Sold in 350 retail stores worldwide
  • Launched 11 products with technology covered by 13 pending patents
  • A-list model and actress, Cara Delevingne, is investor and creative advisor
  • Most funds raised by a female-founded startup on Republic in 2021

Problem


A lack of innovation in women's sensual health and wellness.

The sensual health and wellness industry is highly fragmented, composed of a plethora of companies and brands. Yet within this large market, there is limited focus on design by and for women. Without standout brands providing innovative products, most women don't even know the brand of their own adult toys.

  • No meaningful mainstream brand recognition

  • Lack of investment in technology innovation

  • Limited focus on design by and for women

  • Highly-fragmented market ripe for consolidation

Solution


Award-winning sensual health and wellness consumer technology.

Lora DiCarlo products use advanced technology to mimic human touch and movements. Our products empower people to boldly embrace their sensuality through self-exploration and education.

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Our in-house engineering team developed patent-pending technologies to create superior, innovative products. Health and wellness innovation also comes from providing education with an accessible and holistic knowledge base, and complimentary access to certified wellness coaches.

Product


Empowering individuals to take ownership of their pleasure with innovative consumer technology.

Our products are designed and engineered with consumers' needs and desires in mind. Each of our products offer unique benefits and features, dedicated to serving proven consumer needs.

We are proud to be recognized by Technori as the BEST CONSUMER TECHNOLOGY. Lora DiCarlo is the #1 female-founded, female-led startup for amount of funds raised on Republic, launched in 2021.

MEET THE LORA DICARLO PRODUCT COLLECTIONS

Due to social media advertising censorship we can’t include images of our products or a direct link to our website on this page. We hope to change that. To see our full product collection, including our newest releases, visit our website.

Traction


We launched our first product in 2020 and generated $7.5M in revenue with 68% gross margins.

We grew from a single product company to a worldwide multi-product, multi-channel brand.

  • We launched 11 products covered by 13 patents pending

  • We shipped over 50,000 products to customers from warehouses in Hong Kong, Amsterdam, and Los Angeles

  • We sell directly to customers through our eCommerce website in 37 countries

  • We are featured on shelves in 350 retail locations across the world

  • A-list model and actress Cara Delevingne joined us as Co-owner and Creative Advisor

Worldwide brand recognition.

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Lora DiCarlo has received immense PR coverage in media outlets such as The New York Times, Fast Company, Washington Post, Allure, Bustle, TIME Magazine, WIRED, and The New York Post.

  • Covered in 108 articles (Nov. 2020 - March 2021)

  • Total article UVM (unique visitors per month) 37 billion

  • Total ad value $64 billion (The Lede Company)

Customers


Explorers who believe in gender empowerment.

Our customers are explorers who believe in gender empowerment and are looking to expand their education for themselves and with their partners.

We are developing a bigger platform for a community that understands that sensual wellness is wellness. 

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Our customers are highly engaged and want to help break the stigma around pleasure.

Business model


Global e-commerce and wholesale infrastructure

We offer our products through our online store and global wholesale partners. Our flagship product, Osé, continues to be our most popular product, accounting for 36% of our sales.

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We have an established female sales team based in California and Barcelona, with over 45 years of global industry expertise. We've been shipping wholesale accounts since September 2020. Our global wholesale business is 57% US, 39% EU and UK, and 4% the rest of the world.

We have a global logistics infrastructure with warehouses in LA, Hong Kong, and Amsterdam. We are positioned to maximize the growth potential in the market on a global scale.

Market


The global sensual wellness market has doubled in recent years to $74.7 billion dollars.

Intimacy is a basic human need. It’s not going away. Increased mainstream acceptance of pleasure continues to drive market growth.

The sensual wellness market represents the potential for significant financial returns.

With global brand recognition as a technology innovator and world-wide sales, Lora DiCarlo allows investors to participate in this expanding market.

*Source: Allied Market Research, June 2020 | *Source: Global Wellness Institute, Global Wellness Economy Monitor, October 2018

Competition


Uniquely aligned with what consumers want.

As a female-founded, female-led brand, we are positioned for continued growth in the sensual wellness market.

  • We understand what women want in a brand — empowerment and technology. Our survey of 1,472 female identifying individuals shows Lora DiCarlo’s focus on empowerment and human-touch technology are the top two brand attributes:


  • We have patents that create barriers to entry and prevent copycat products.  Our products are covered by proprietary and patented technology including US Patent No. 10,980,703, US Patent No. 11,007,113, and 11 other pending patents.

  • Our in-house engineering team has a research partnership with the Oregon State University College of Engineering, the #4 graduate robotics program in the USA. This unique  research partnership allows access to the capabilities and expertise of a Tier 1 land grant university.  

*Source: Lora DiCarlo Female Sexual Pleasure Study, Attitude and Usage Report, June 2019

Vision and strategy


A leader in creating an equitable world

Lora DiCarlo aims to be a thought leader and primary driver in a world where individuality is celebrated and exploration is praised. Since our founding, our mission and proprietary technologies have received global acclaim. Moving forward, we continue to innovate new products and services, to serve each consumer, and work towards creating an equitable world.

Founder Lora Haddock DiCarlo with co-owner and creative advisor Cara Delevingne

Leading The Path To Pleasure

Setting out on a mission to destigmatize pleasure is no small feat, and we couldn’t be prouder to have actress, model, and activist Cara Delevingne join Lora DiCarlo as a co-owner and creative advisor. Lora, Cara and the Lora DiCarlo team will work together to continue pushing the boundaries.

Mind-blowing Technology

Our products are engineered to be inclusive, user-friendly, and most importantly, mind-blowing. They combine innovative technology with the beautiful design to delight you in the moment and inspire you to keep exploring your well-being.

Funding


Lora DiCarlo has raised $7M.

We have raised money from investors including Republic Labs, Romulus Capital, River Bend Capital, VU Fund, Gaingels (global network of LGBTQ+/Ally investors), and individual investor Cara Delevingne (model, actress, and activist).


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Founders


Lora DiCarlo.

Lora Haddock DiCarlo founded her namesake brand in 2017 with a mission to create a more equitable world. Prior to launching, the brand broke ground at CES, with its flagship product Osé, winning a coveted innovation award.  Quickly rescinded, the CTA cited the product as “obscene”. Lora quickly became a vocal advocate for sensual wellness brands, stressing the importance of inclusion in the broader wellness category.

Continuing to garner accolades, the brand has seen explosive growth with over thirteen patents-pending for its award-winning technology. In addition to becoming a leader in wellness tech, Lora is building a team rooted in her founding values of respect, empowerment, and integrity.

Deal terms


Valuation cap

$40,000,000

The maximum valuation at which your investment converts into equity shares or cash.
Learn more

Discount

10%

If a trigger event for Lora DiCarlo occurs, the discount provision gives investors equity shares (or equal value in cash) at a reduced price.
Learn more.

Minimum investment

$100

The smallest investment amount that Lora DiCarlo is accepting.
Learn more

Funding goal

$5M

Lora DiCarlo must achieve its minimum goal of $25K before the deadline. The maximum amount the offering can raise is $5M.
Learn more

Deadline
Lora DiCarlo needs to reach their minimum funding goal before the deadline ( ). If they don’t, all investments will be refunded.
Learn more
Type of security

Crowd SAFE

A SAFE allows an investor to make a cash investment in a company, with rights to receive certain company stock at a later date, in connection with a specific event. · Learn more

How it works

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by Uccellini Inc.. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Lora DiCarlo Crowd SAFE Lora Di Carlo Form C:A.pdf Lora DiCarlo Form CA.pdf Lora Di Carlo Form C.pdf

Bonus perks

In addition to your Crowd SAFE, you'll receive perks for investing in Lora DiCarlo.
Invest
$100
Receive
  • $10 off a purchase of $140 or more
  • 1 ticket to join the digital Empower Your Pleasure Launch Party
Invest
$250
Receive
  • $25 off a purchase of $140 or more
  • 1 ticket to join the digital Empower Your Pleasure Launch Party
Invest
$500
Receive
  • $50 off a purchase of $140 or more
  • 2 tickets to join the digital Empower Your Pleasure Launch Party
Invest
$1,000
Receive
  • Warming Bundle - One free product of your choice from our Warming Line and free Fluid Coco
  • 2 tickets to join the digital Empower Your Pleasure Launch Party
Invest
$1,500
Receive
  • Human Touch Bundle - One free product of your choice from the biomimicry line and free Fluid Coco
  • 2 tickets to join the digital Empower Your Pleasure Launch Party
Invest
$5,000
Receive
  • One free product of your choice from the biomimicry line
  • One free product of your choice from the warming line
  • One free product of choice from the fluid line
  • 2 tickets to join the digital Empower Your Pleasure Launch Party
Invest
$10,000
Receive
  • 5 free products of your choice
Invest
$25,000
Receive
  • Entire suite of Lora DiCarlo products
Invest
$50,000
Receive
  • Entire suite of Lora DiCarlo products
  • 10% lifetime discount
Invest
$100,000
Receive
  • Entire suite of Lora DiCarlo products
  • 25% lifetime discount

Why others invested

See all reviews (0) See all (0)

I’ve been following the success of business YOY with Lora DiCarlo. The growth of this company has exploded with endorsements, product lines, and overall business practices that has increased revenue and market share. I’ve always been an investor with caution. I’m excited to watch the growth and momentum in the years to come. Very happy I was able to invest in this firm.

Profile picture of Dan Pehlke
Dan Pehlke
Investor
about 4 years ago

From $0 to $7.5m, it doesn't happen because of pure luck. I invested in Lora DiCarlo because I believe in their mission in breaking the stigma of talking about sexual health, sexuality and gender empowerment. Men or women, everyone deserves the same rights to express their authentic self and talk about their true inner feelings without judgment. Creating a culture for this is essential in the development of a more connected community.

Profile picture of Ze Chuan Tan
Ze Chuan Tan
Active investor
about 4 years ago

I work in the sexual wellness and pleasure industry and I've been following the Lora DiCarlo brand for awhile now. You do good stuff. Your messaging is awesome. We need more people who are willing to stand up and take on the rest of the world in the name of sexual positivity! Keep it up!!

Profile picture of Molly Carter
Molly Carter
about 4 years ago

About Lora DiCarlo

Legal Name
Uccellini Inc.
Founded
Sep 2017
Form
Delaware Corporation
Employees
21
Website
LoraDiCarlo.com
Social Media
Headquarters
Google Map location of of Lora DiCarlo
626 Northwest Arizona Avenue , Bend, OR
Headquarters
626 Northwest Arizona Avenue, Bend, OR, United States 97701

Lora DiCarlo Team
Everyone helping build Lora DiCarlo, not limited to employees

Profile picture of Lora H DiCarlo
Lora H DiCarlo
CEO & Founder
Lora Haddock DiCarlo founded her namesake brand in 2017 with the mission to create a more sexually equitable world and introduced sex tech inspired by human movement.
Profile picture of Doug Layman
Doug Layman
COO
Doug has over 30 years experience in engineering, business operations, and as a serial entrepreneur with multiple successful exits. He has a BS in Engineering from Oregon State University and a MBA from Georgetown.
Profile picture of Elizabeth Reilly
Elizabeth Reilly
Head of Marketing
Elizabeth has over 10 years of experience growing mission-driven CPG brands across categories including food & bev, health & wellness, and consumer tech.
Profile picture of Michelle Harris
Michelle Harris
Head of Sales
Michelle joined us in 2020 with 20+ years of experience in Sales & Business Development in the beauty industry. She thrives on connecting with distribution and retail partners and is ready to bring the Lora DiCarlo brand more mainstream.
Profile picture of Jason Moyer
Jason Moyer
CFO
Jason has earned 25+ years of experience in strategy, finance, venture development and M&A. Exposure spans organizations ranging from startup to Fortune 500, including tenure with Intel Corporation and PacifiCorp (acquired by Berkshire Hathaway).
2 more team members
Lora H DiCarlo
CEO & Founder
Doug Layman
COO
Elizabeth Reilly
Head of Marketing
Michelle Harris
Head of Sales
Jason Moyer
CFO

Press

Curious About Cara Delevingne's Sex Toys?
Cosmopolitan Cosmopolitan
·
Jun 29, 2021

Wouldn't it be The Worst if I told you that CaraDelevingne learned a new language during quarantine, in between baking br...

Delete Your Dating Apps, You Won't Need Them After Invest...
Cosmopolitan Cosmopolitan
·
Mar 4, 2021

If you are not familiar with the power of a heated vibrator, allow me to put you on to Lora DiCarlo's new line of warming...

Cara Delevingne has been gifting friends sex toys
Page Six Page Six
·
Feb 15, 2021

Since model Cara Delevingne became co-owner and creative advisor of women-led sex toy line Lora DiCarlo last fall, her fr...

These women-founded sex toy companies are engineering pro...
Fast Company Fast Company
·
Feb 4, 2021

At a time when sexual well-being has become another product category in the wellness market, femme-identifying founders a...

The Best Air-Suction Sex Toys, According to Experts
The Strategist
·
Feb 2, 2021

We asked experts about the best air-suction sex toys, including the Womanizer Premium, Lelo Sona, We-Vibe Melt, Lelo Sila...

FYI, Heated Sex Toys Exist
Bustle Bustle
·
Jan 19, 2021

Here we are on day 5,769 of the pandemic - or so it seems - and your trusty vibrator has been with you through it all. It...

Lora DiCarlo Launched Warming Sex Toys You're Going to Wa...
Men's Health Men's Health
·
Jan 11, 2021

Sexual wellness brand Lora DiCarlo blew our minds at the Consumer Electronics Show (CES) on Monday with three words: ther...

Cara Delevingne just bought a sexual wellness company
Harper's BAZAAR Harper's BAZAAR
·
Nov 20, 2020

Cara Delevingne has become even more of a sex-positive icon by announcing that she co-owns sexual wellness brand Lora DiC...

How Sex Toys Became the New Celebrity Fragrance
Vice Vice
·
Jul 27, 2020

As Lily Allen, Cara Delevingne and a host of micro-influencers hawk sex toys on Instagram, sex workers battle censorship ...

The Year of the Vibrator Isn't Over Yet
Vanity Fair Vanity Fair

"Vibrators, decades and decades ago, used to be marketed as gender-inclusive, external health devices," Maude founder and...

Lora DiCarlo's Baci Has Plenty of Suction Power to Satisfy
Wired Wired

Lora DiCarlo's Baci looks like a space pod. It's an oblong device that would have no trouble blending into the set of HBO...

What Will Wellness Look Like in 2021?
Vogue Vogue

Over the past year, the global pandemic has redefined what mental and physical wellness means to us. From the lockdown li...

The best (and strangest) new gadgets from CES 2021
WIRED UK WIRED UK

CES 2021 may be absent the blinding lights of the sun and slots of Las Vegas, Nevada this year but the digital event is s...

Show all

FAQ

How do I earn a return?

How do I earn a return?

Lora DiCarlo is using Republic's Custodial Crowd SAFE security. The Custodial Crowd SAFE is similar to the non-custodial Crowd SAFE, except that investors receive beneficial interests rather than direct legal record ownership of the security instrument. The custodian is the legal record holder of the security instrument for the benefit of the investors in the offering. Issuers tend to choose this arrangement for administration purposes and cap table organization. Please see the Crowd SAFE of this specific deal prior to investing. Investors could see their Crowd SAFE investment converted to cash or stock upon a financing event, change of control (M&A), or an initial public offering. Learn more about returns on investment here, but please also review the Form C and Custodial Crowd SAFE instrument of this offering.

Still have questions? Check the discussion section.

Risks

The Company is subject to conflict-of-interest risks associated with certain lending arrangements.
The Company is party to lending arrangements with a non-officer employee and also with an entity controlled by our Chief Operating Officer. Some or all of these agreements may not have been negotiated in an arms-length manner and may contain terms that are different than those contained in similar arms-length commercial agreements.
The Company has the right to limit individual Purchasers commitment amount based on the Company’s determination of a Purchaser’s sophistication.
The Company may prevent Purchasers from committing more than a certain amount to this Offering based on the Company’s belief of the Purchaser’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 Crowdfunding rules. This also means that other Purchasers may receive larger allocations of the Offering based solely on the Company’s determination.
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.
The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered 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 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.
Although dependent on certain key personnel, the Company does not have any key man life insurance policies on any such people.
The Company is dependent on certain key personnel in order to conduct its operations and execute its 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 its operations. We have no way to guarantee key personnel will stay with the Company, 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.
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.
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.
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. In addition, the effectiveness of our brand could suffer if our marketing plans or product initiatives do not have the desired impact on the brand’s image or its ability to attract consumers. Our brand could suffer damage to its reputation due to real or perceived, sustainability, quality or safety issues, including as a result of, among other things, significant product recalls, product-related litigation, defects or impurities in our products, product misuse, changing consumer perceptions of certain ingredients or environmental impacts (including packaging, energy and water use and waste management), or allegations of product tampering. In addition, as our sales on e-commerce platforms grow, we may be unable to prevent sales of counterfeit, pirated, or stolen goods, unlawful or unethical sales, unauthorized resellers online, or sales in violation of our policies. Additionally, claims made in our marketing campaigns may become subject to litigation alleging false advertising and could cause us to alter our marketing plans and may affect sales or result in the imposition of significant damages against us. In addition, if our products are found to be defective in labeling or content, we may be exposed to liability, in addition to reputational harm. Sale of our products may expose the Company to potential product liability claims, recalls or other regulatory or enforcement actions initiated by federal, state or foreign regulatory authorities or through private causes of action. Such claims, recalls or actions could be based on allegations that, among other things, the products sold by the Company are misbranded, contain contaminants or impermissible ingredients, provide inadequate instructions regarding their use or misuse, or include inadequate warnings concerning flammability or interactions with other substances. Claims against the Company could also arise as a result of the misuse by purchasers of our products or as a result of their use in a manner different than the intended use. The Company may be required to pay for losses or injuries actually or allegedly caused by the products the Company sells and to recall any product the Company sells that is alleged to be or is found to be defective.
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.
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 extend the Offering deadline. The Company has the right to end the Offering early.
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 Minimum 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, 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 Minimum Amount, at which time it will be returned to you without interest or deduction, or the Company receives the Minimum Amount, at which time it will be released to the Company to be used as set forth herein. Upon or shortly after 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 Offering reaches its target Offering amount after 21-calendary days but before the deadline, the Company can end the Offering with 5 business day’s notice. This means your failure to participate in the Offering in a timely manner, may prevent you from being able to participate – it also means the Company may limit the amount of capital it can raise during the Offering by ending it early.
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 affected. 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 have a beneficial interest in equity of the Company until the Company decides to convert the Securities into “CF Shadow Securities” (the type of equity securities issuable upon conversion of the Securities) or until there is a change of control or sale of substantially all of the Company’s assets.
Investors will not have a direct or indirect ownership claim to the Company or to any of its assets or revenues for an indefinite amount of time and depending on when and how the Securities are converted, the Investors may never become equity holders of the Company. Investors will not have a beneficial interest in shares of the Company unless the Company receives a future round of financing great enough to trigger a conversion and the Company elects to convert the Securities into CF Shadow Securities, in which case the Custodian will become the legal owner and holder of record. The Company is under no obligation to convert the Securities into CF Shadow Securities. In certain instances, such as a sale of the Company or substantially all of its assets, an initial public offering or a dissolution or bankruptcy, the Investors may only have a right to receive cash, to the extent available, rather than a beneficial interest in equity in the Company.
Investors will not have voting rights, even upon conversion of the Securities into CF Shadow Securities. Upon the conversion of the Securities into CF Shadow Securities (which cannot be guaranteed), the holder of the CF Shadow Securities will vote in tandem with the majority holders of whichever series of securities the CF Shadow Securities follow.
Investors will not have the right to vote upon matters of the Company even if and when theirSecurities are converted into CF Shadow Securities (the occurrence of which cannot be guaranteed). Upon such conversion, the CF Shadow Securities will have no voting rights and, in circumstances where a statutory right to vote is provided by state law, the CF Shadow Security holder, the Custodian, will vote the CF Shadow Securities with the majority of the holder(s) of the securities issued in the round of equity financing that triggered the conversion right. For example, if the Securities are converted in connection with an offering of Series B Preferred Stock, Investors would receive a beneficial interest in CF Shadow Securities in the form of a beneficial interest in shares of Series B-CF Shadow Preferred Stock, and the Custodian would be bound by their terms to vote their shares of Series B-CF Shadow Preferred Stock consistent with the majority of the Series B Preferred Stockholders. Thus, Investors will essentially never be able to vote upon any matters of the 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 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.
Investors will be unable to declare the Security in “default” and demand repayment.
Unlike convertible notes and some other securities, the Securities do not have any “default” provisions upon which Investors will be able to demand repayment of their investment. The Company has ultimate discretion as to whether or not to convert the Securities upon a future equity financing and Investors have no right to demand such conversion. Only in limited circumstances, such as a liquidity event, may the Investors demand payment and even then, such payments will be limited to the amount of cash available to the Company.
The Company may never elect to convert the Securities or undergo a liquidity event and Investors may have to hold the Securities indefinitely.
The Company may never conduct a future equity financing or elect to convert the Securities if such future equity financing does occur. In addition, the Company may never undergo a liquidity event such as a sale of the Company or an initial public offering. If neither the conversion of the Securities nor a liquidity event occurs, Investors could be left holding the Securities in perpetuity. The Securities have numerous transfer restrictions and will likely be highly illiquid, with no secondary market on which to sell them. The Securities are not equity interests, have no ownership rights, have no rights to the Company’s assets or profits and have no voting rights or ability to direct the Company or its actions.
Equity securities acquired upon conversion of the Securities may be significantly diluted as a consequence of subsequent equity financings.
The Company’s equity securities will be subject to dilution. The Company intends to issue additional equity to employees and third-party financing sources in amounts that are uncertain at this time, and as a consequence holders of equity securities resulting from the conversion of the Securities will be subject to dilution in an unpredictable amount. Such dilution may reduce the Investor’s economic interest in the Company. The amount of additional financing needed by the Company will depend upon several contingencies not foreseen at the time of this Offering. Generally, additional financing (whether in the form of loans or the issuance of other securities) will be intended to provide the Company with enough capital to reach the next major corporate milestone. If the funds received in any additional financing are not sufficient to meet the Company’s needs, the Company may have to raise additional capital at a price unfavorable to their existing investors, including the holder of the Securities. The availability of capital is at least partially a function of capital market conditions that are beyond the control of the Company. There can be no assurance that the Company will be able to accurately predict the future capital requirements necessary for success or that additional funds will be available from any source. Failure to obtain financing on favorable terms could dilute or otherwise severely impair the value of the Securities. In addition, the Company has certain equity grants and convertible securities outstanding. Should the Company enter into a financing that would trigger any conversion rights, the converting securities would further dilute the equity securities receivable by the holder of the Securities upon a qualifying financing. The Company also has a cash incentive plan for employees that provides for payments in connection with a sale of the Company. These payments will have the effect of reducing amounts available for the holder of the Securities.
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.
Equity securities issued upon conversion of the Securities may be substantially different from other equity securities offered or issued by the Company at the time of conversion.
In the event the Company decides to exercise the conversion right, the Company will convert the Securities into equity securities that are materially different from the equity securities being issued to new investors at the time of conversion in many ways, including, but not limited to, liquidation preferences, dividend rights, or anti-dilution protection. Additionally, any equity securities issued at the Conversion Price (as defined in the Omnibus Crowd SAFE agreement) shall have only such preferences, rights, and protections in proportion to the Conversion Price and not in proportion to the price per share paid by new investors receiving the equity securities. Upon conversion of the Securities, the Company may not provide the holders of such Securities with the same rights, preferences, protections, and other benefits or privileges provided to other investors of the Company. The forgoing paragraph is only a summary of a portion of the conversion feature of the Securities; it is not intended to be complete, and is qualified in its entirety by reference to the full text of the Omnibus Crowd SAFE agreement, which is attached hereto as Exhibit C.
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. 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 net worth or prior earnings. We cannot guarantee that the Securities can be resold at the Offering price or at any other price.
In the event of the dissolution or bankruptcy of the Company, Investors will not be treated as debt holders and therefore are unlikely to recover any proceeds.
In the event of the dissolution or bankruptcy of the Company, the holder of the Securities that have not been converted will be entitled to distributions as described in the Securities. This means that such holders will only receive distributions once all of the creditors and more senior security holders, included preferred stock holders, have been paid in full. Neither the holder of the Securities nor the holder of CF Shadow Securities can be guaranteed any proceeds in the event of the dissolution or bankruptcy of the Company.
While the Securities provide mechanisms whereby the holder of the Securities would be entitled to a return of their purchase amount upon the occurrence of certain events, if the Company does not have sufficient cash on hand, this obligation may not be fulfilled.
Upon the occurrence of certain events, as provided in the Securities, the holder of the Securities may be entitled to a return of the principal amount invested. Despite the contractual provisions in the Securities, this right cannot be guaranteed if the Company does not have sufficient liquid assets on hand. Therefore, potential Investors should not assume a guaranteed return of their investment amount.
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 of the Offering committed and captured 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 previously closed upon will not have the right to re-confirm their investment as it will be deemed completed.
The Company may be subject to various other potential conflicts of interest because some of its officers and directors may be engaged in a range of business activities.
In some cases, the Company’s officers and directors may have fiduciary obligations associated with these business interests that interfere with their ability to devote time to the Company’s business and affairs and that could adversely affect the Company’s operations. These business interests could require significant time and attention of the Company’s officers and directors. In addition, the Company may also become involved in other transactions which conflict with the interests of its directors and officers who may from time to time deal with persons, firms, institutions or corporations with which the Company may be dealing or which may be seeking investments similar to those desired by the Company. The interests of these persons could conflict with those of the Company. Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable laws.
The Company is subject to conflict-of-interest risks associated with 100% of the outstanding shares of voting capital stock of the Company being controlled by spousal equivalents.
Lora LeeAnne Haddock DiCarlo, the Company’s Chief Executive Officer, and Douglas Layman, the Company’s Chief Operating Officer, are spousal equivalents who together effectively control 100% of the outstanding voting capital stock of the Company. Ms. DiCarlo individually owns 24.42% of the outstanding common shares. The Oregon Opportunity Zone Limited Partnership, an entity controlled by Mr. Layman and of which he is the General Partner, owns 63.82% of the outstanding common shares. River Bend Capital LLC owns 11.75% of the outstanding common shares and is an entity wholly-owned by Mr. Layman.
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. In particular, the Company currently relies on a limited number of contract manufacturers for the manufacture of the Company’s products. These manufactures are located in Asia, Europe and the United States. We could experience material disruptions in production at these contract manufacturing facilities and other supply chain issues, which could result in out-of-stock conditions. If any of these manufacturers becomes insolvent, ceases or significantly reduces its operations or experiences financial distress, as a result of the COVID-19 pandemic or otherwise, or if any environmental, economic or other outside factors impact its operations, then we may be unable to meet our contractual obligations and customer expectations, which could damage our reputation and result in lost customers and sales, or the incurrence of higher than expected expenses.
Failure to effectively utilize or successfully assert intellectual property rights, and the loss or expiration of such rights, could materially adversely affect our competitiveness. Infringement by us of third-party intellectual property rights could result in costly litigation and/or the modification or discontinuance of our products.
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. In order to protect or enforce our patent rights, we may be required to initiate litigation against third parties, such as infringement lawsuits. In addition, if our products are found to infringe intellectual property rights of others, the owners of those rights could bring legal actions against us claiming substantial damages for past infringement and seeking to enjoin manufacturing and marketing of the affected products. If these legal actions are successful, in addition to any potential liability for damages from past infringement, we could be required to obtain a license in order to continue to manufacture or market the affected products, potentially adding significant costs. We might not prevail in any action brought against us or we may be unsuccessful in securing any license for continued use and therefore have to discontinue the marketing and sale of a product. In particular, see the discussion of the Novoluto litigation matter under “Litigation” below in this Form C.
We face intense competition in our market.
We face intense competition from consumer products companies, both in the U.S. and in international markets. Our products compete with widely-advertised promoted and merchandised brands. During times of economic uncertainty, consumers may purchase more lower price brands. We may be required to reduce the prices for some of our products to respond to competitive and customer pressures, which could have a material adverse effect on the Company. Advertising, promotion, merchandising and packaging also have a significant impact on retail customer decisions regarding the brands and product lines they sell and on consumer purchasing decisions. A newly introduced consumer product (whether improved or newly developed) usually encounters intense competition requiring substantial expenditures for advertising, sales promotion and trade merchandising. If a product gains consumer acceptance, it normally requires continued advertising, promotional support and product improvements to maintain its relative market position. If our advertising, marketing and promotional programs are not effective, our sales will be materially and adversely effected. Many of our competitors have greater financial resources than we do, and, therefore, have the capacity to outspend us on advertising and promotional activities and introduce competing products more quickly and respond more effectively to changing business and economic conditions than we can. See “Competition” below in this Form C for more information and a discussion of our competitors.
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.
Global crises such as COVID-19 can have a significant effect on our business operations and revenue projections.
The Company’s personal care products have been impacted by reduced demand for discretionary consumable products by consumers due to the impact of the COVID-19 pandemic, including increased unemployment and concerns about the economy. Continuing recessionary economic conditions, including after the direct impact of the pandemic has subsided, may continue to impact consumer demand for certain of our products and put downward pressure on product prices. Additionally, the supply of our products depends on the uninterrupted efficient operation of the facilities of our contract manufacturers and other suppliers and our ability to meet customer service levels, and the manufacturing of certain of our products is concentrated in one or more of our contract manufacturers or other suppliers, with limited alternate qualified facilities available. Any event that disrupts or otherwise negatively impacts our contract manufacturers or other suppliers could result in the delivery of inferior products or our ability to meet customer requirements or service levels. As the COVID-19 pandemic continues, we could face challenges in on time delivery and full product shipments as a result of employee absenteeism or sickness, additional governmental or regulatory actions, closures or other restrictions that limit or close our contract manufacturers’ facilities or those of our suppliers.
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, the inherent business risks associated with our Company and present and future market conditions. We will require additional funds to execute our business strategy and conduct our operations. If adequate funds are unavailable, we may be required to delay, reduce the scope of or eliminate one or more of our research, development or commercialization programs, product launches or marketing efforts, any of which may materially harm our business, financial condition and results of operations.
The Company’s success depends on the experience and skill of its key employees.
The Company depends upon the management and key personnel of the Company and, in particular, of Lora LeeAnne Haddock DiCarlo, our CEO. There can be no assurance that Ms. DiCarlo or any of our other key employees will continue to be employed by the Company for a particular period of time. The loss of Ms. DiCarlo, or any of our key employees, could harm the Company’s business, financial condition, cash flow and results of operations. In addition, 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, and even acquiring key man insurance would not ameliorate all of the risk of relying on key personnel.
Loss of services provided by Cara Delevingne could materially harm our product development and marketing efforts and our sales.
Cara Delevingne is an investor in and service provider to the Company. If for any reason Ms. Delevingne ceases to provide services to the Company, it could materially harm our product development and marketing efforts and our sales.
We have a substantial amount of debt.
The Company has a substantial amount of outstanding debt to related parties; see discussion below in this Form C under “Outstanding Debt.” Some of the debt is secured by the assets of the Company. Accordingly, in the event the Company is unable to pay the indebtedness when due, the lender may foreclose on the assets of the Company, which could leave the Company without any assets or any ability to generate revenue. The substantial indebtedness and other contractual commitments of the Company may adversely affect its business, financial condition, results of operations, and ability to meet its existing payment obligations.
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. For example, any future determination by the U.S. Food and Drug Administration (“FDA”) or a similar foreign agency or any other agency, or by us in reviewing our compliance with applicable rules and regulations, that our products or quality systems are subject to, or do not comply with, applicable regulations could result in future compliance activities, including product withdrawals or recalls, import detentions, injunctions preventing the shipment of products, or other enforcement actions. In particular, future consumable products that we may develop and offer may require FDA review or approval. As another example, we are also subject to regulation by the Federal Trade Commission (“FTC”) in connection with the content and truthfulness of our labeling, advertising, promotion, trade practices and other matters. The FTC has instituted numerous enforcement actions against companies for failure to adequately substantiate claims made in advertising or for the use of otherwise false or misleading advertising claims. These enforcement actions have resulted in consent decrees and the payment of civil penalties and/or restitution by the companies involved. Such actions can result in substantial financial penalties and significantly restrict the marketing of our products. As another example, the Consumer Product Safety Commission (“CPSC”) has jurisdiction over consumer products, regulates their safety and has authority over recalls. Additional legislation may be introduced which, if passed, could impose substantial new regulatory requirements on wellness devices and other products the Company offers. The effect of additional domestic or international governmental legislation, regulations, or administrative orders, if and when promulgated, cannot be determined. New legislation or regulations may require the reformulation of certain products to meet new standards and require the recall or discontinuance of certain products not capable of reformulation. We cannot predict whether new legislation regulating our activities will be enacted or what effect any legislation would have on our business.
Securities law is complex, and the Company could potentially be found to have not complied with securities law in connection with this Offering.
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 to Investors prior to the Offering are attached hereto as Exhibit E.
There is no guarantee of a return on an Investor’s investment.
There is no assurance that an Investor will realize a return on their investment or that they will not lose their entire investment. For this reason, each Investor should read this Form C and all exhibits carefully and should consult with their attorney and business advisor prior to making any investment decision.
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