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Aashna

Membership-based eco-housing and social club for mindful living
Mental Wellness Fitness Residential Real Estate Women Founders Real Estate Subscription Combat Carbon
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Problem Solution Product Traction Customers Biz. model Market Competition Vision and strategy Funding Founder
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Documents

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


  • Owner/operator/designer for eco-rentals & wellness hospitality platform
  • Short & long-term rentals and social club subscriptions
  • Green construction tech: fast, scalable, climate-smart and space efficient
  • Development system reduces rent up to 30%, increases ROI up to 30%
  • First location in Asheville ready to break ground, 7–9 months to occupancy
  • Company projects $85M revenue in 5 years & over $750K+ prefunded by founder
  • Female Founder ranked in the top 1% of real estate experts in US by WSJ

Problem


Yesterday’s housing models don’t meet today’s demand


Renters want more choices


A new generation of consumers is driving the rental market, and they are bringing a different set of priorities with them:

  • 71% of consumers prefer to support businesses aligned with their values
  • 75% of millennial renters say they are striving to live a healthy lifestyle

The global health crisis, economic conditions, and climate conditions have incited a desire to live differently—with nature, wellbeing, flexibility, and community foremost in mind. Yet, there is a huge void when it comes to finding a home that supports this criteria.

Solution


The future of real estate, today! 

A membership model to an eco-social-housing platform offering accessible wellness, community, and sustainable living options where members can live, visit, work, and play on the fly. Aashna is giving the power of choice back to the people with flexible leases, locations, and memberships to fit any lifestyle. 

Our innovative decarbonizing development strategy, combined with the use of modern construction & financial technology, has helped us design a sustainable, scalable, 21st century housing solution.

  • Fast, efficient, sustainable construction methods for better scalability and ROI
  • Eco-luxury rentals and subscriptions services to both online and in-person wellness-focused social experiences, with flexible leases, memberships and location options

Product


Live, work, visit or play

Members can have access anywhere, anytime through our in-person and virtual social club, which explores a digital version of our physical locations and experiences in the metaverse. We are cultivating the best of mindful living and climate-smart architecture with extraordinary comfort and services.



Benefits include but are not limited to:


Members

  • Enjoy high-quality, fair-priced sustainable housing 
  • Healthy and inclusive activities to facilitate positive social connections 
  • Flexibility
  • Use of mindful building materials can promote better health

Shareholders/investors

  • Use of construction technology and assembly products reduces build time, waste, and CO2 emissions, while increasing space efficiency and scalability
  • Renewable energy use gives access to tax credits and reduces operating expenses, and increases life cycle
  • Wellness lifestyle features and green building increase sales value
  • Membership model drives 5–10% additional revenue

Neighborhoods

  • Accelerating local economic growth and resilience efforts
  • Establishing a development system and playbook to help decarbonize the local housing stock

Traction


Ready to break ground today

Aashna Living 1 is ready for development in Asheville, NC—dubbed “the world’s third best city for millennials” by Matador. 

We have plans, property, and permits in place. With our improved construction techniques, we could have occupancy within 7-9 months of breaking ground, and start generating revenue from our social club even sooner.

Aashna is designed as a scalable platform that can be deployed wherever the market fits. Led by a founder whom the Wall Street Journal named in the top 1% of real estate specialists nationwide, we are looking for opportunities to develop Aashna Living communities across the country. 

We’re currently vetting two potential locations in Austin, TX and Nashville, TN.




B2B partnership ecosystem

We’ve formally engaged with several like-hearted brands such as those listed below—and we have no plans of stopping here. There are hundreds of wellness brands and products we are exploring.

Customers


Making mindful living more accessible

We envision Aashna communities as a vibrant blend of residents: mixed income, multi-cultural, and multi-generational.

  • Gen-Z to thriving-aging clients
  • Aspirational consumers, tending to be value-driven
  • Eco-minded and wellness-conscious individuals (the LOHAS market)
  • Explorers and travelers
  • Remote workers looking for live-work and socializing opportunities

Location market fit

We see the greatest potential opportunity in booming “Tier II” cities—up-and-coming locations with untapped potential within the wellness lifestyle and shared housing market.

Business model


Better value for customers, more profitable for investors

As a full stack owner, operator, and designer, we have control over every aspect of our development platform. We primarily sell directly to consumers; but we also anticipate forming partnerships with affiliates and developers.

We have two primary revenue streams: subscriptions to the Aashna social club, and accommodation income from short-term and long-term rentals. We also expect secondary income from technical service contracts, licensing program options, and vendor/facilitator referrals.

Flexible and responsive business model: 

Our financial strategy is designed to:

  • Strengthen balance sheets and preserve access to capital
  • Keeps capital away from leasing spaces
  • Positively increase valuation for future fundraising rounds
  • Provides access to 100% of the capital as opposed to conventional lending. 60 to 85% LTV

Local competitive set and value


Aashna Living can reduce rents by 30% per month, while increasing revenue by up to 30% per square foot

Market


$8.6B obtainable
market share

Our market share projection of $8.6B is based on an analysis of Aashna's perceivable share of the intersecting market segments over the next 5–7 years. Direct sales to consumers make up the larger portion of our target market, including wellness-focused real estate, co-living, “rent-by-room” spaces, Airbnb, and eco-minded explorer/ travelers and remote workers.

Indirect sources of revenue include retreats, and holistic development and corporate housing—especially relevant in today’s “work-from-anywhere” business environment.

Competition


A better fit for today’s market

Current housing choices are not a good product fit for modern day residents’ lifestyle preferences. Our direct competitors within wellness lifestyle real estate or shared housing models have one or more identifiable weaknesses:


Aashna addresses these shortcomings by using the latest in construction technology, utilizing sustainable design principles, eco-friendly materials, smart home technologies, along with a savvy finance tech system.

Vision and strategy


$85M operational revenue in 5 years

The initial capital will be used for operations, marketing, and publicity, and to secure a line of credit to begin sitework and construction in Asheville.

We aim to leverage our climate-smart construction tech and financial tech model to reduce operating expenses and quickly generate revenue from assets, memberships, licensing and high-level partnerships. Our bird's eye vision includes 35–50 communities over the next 3–5 years, in vibrant Tier II Cities throughout the country.


5- year financial projections


  • Projected operational revenue ($85M) over the next 5 years
  • MRR  (135X) from year 1 to year 5
  • Plus millions in hard assets held by our subsidiary company


On our way!


The company currently has a runway of another 5-8 months. If the crowdfunding offering target is met, the company will have enough liquid assets for 12 months to execute with our heads down and 6 months to raise with some buffer. If our targeted crowdfunding, plus VC and private investor fundraising goal is met, we will be able to operate for 24 months.

Roadmap:

Funding


To our investors

Are you a potential partner who is curious about thriving together and becoming part of an iconic brand in the wellness lifestyle real estate and shared housing movement? We invite you to join us, and others on this journey.

With our climate-smart Contech/Fintech model, we will reduce operating expenses and generate revenue from assets, memberships, and high-level partnerships alike—creating the potential to make millions quickly. Turns out, doing good doesn’t only feel good: it’s good business too!


Investment & use of funds



Investment objectives 

Aashna Inc. objectives are to create a nation-wide network of wellness focused eco-communities that are part social-club, part resort-like living. Starting with the initial development in Asheville, NC and expanding to additional markets in high-growth/demand Tier II cities over the next 2-3 years.

Investment strategy

Aashna Inc. will be able to produce profitability at a greater scale than traditional multi-family assets by:

  • Expedited construction timeline and rapid scaling via use of small-scale architecture: sustainable construction technologies with customized layouts that maximize use of space while minimizing square footage
  • Using of and innovative real estate financing model that further lends to rapid and stable scalability
  • Building purpose-built, “climate smart” housing assets that produce profit and improve lives
  • Supplying a housing choice to and underserved target market- based on economic, health, wellness and real estate market shifts
  • Strategic land planning via purchase of ‘upzoned’ acquisitions and taking advantage of land in code reform jurisdictions
  • Capital growth and attractive risk-adjusted returns
  • Create long-term value through execution and a hands-on asset management approach 
  • Opportunities mis-priced or undetected by the current marketplace
  • Align interests between principals and investors through transparency and significant capital commitment

Founder


Real estate luminary with 25+ awards, $900M+ sales

Led by a Female Founder ranked in the top 1% of real estate experts nationwide



Featured in:

The New York Times
NBC
WSJ
New York Post

The Real Deal
Curbed
The Epoch Times
Mann Report
Haute Residence


Founder & CEO Stephanie O’Brien has proven success in driving markets, producing profit for investors and clients, and attracting and retaining high-level talent. She was ranked in the top 1% of real estate experts nationwide by the Wall Street Journal, has earned 25+ awards, and worked with industry legends like Clodagh, who added her wellness-by-design expertise to Aashna’s shared spaces.

Aashna’s leadership, founding & advisory team has 140+ years combined domain expertise in real estate, design & architecture, sustainability, entrepreneurship, and community engagement.

Property details


Name
Aashna

Deal terms


Valuation cap
$15M
The maximum valuation at which your investment converts into equity shares or cash.
Learn more.
Discount
20%
If a trigger event for Aashna occurs, the discount provision gives investors equity shares (or equal value in cash) at a reduced price.
Learn more.
Minimum investment
$250
The smallest investment amount that Aashna is accepting.
Learn more
Funding goal
$25K / $1.07M
0% of $25K minimum offering amount has been reached.

Aashna needs to raise $25K before the deadline. The maximum amount Aashna is willing to raise is $1.07M.
Learn more
Deadline
April 29, 2022
Aashna needs to reach their minimum funding goal before the deadline (). If they don’t, all investments will be refunded.
Learn more
Security type
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 Aashna Inc. . View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Aashna Crowd SAFE Aashna Form C:A.pdf Aashna Form C.pdf

Bonus perks

In addition to your Crowd SAFE, you'll receive perks for investing in Aashna.
Invest
$300
Receive
  • A mindful product gift basket
Invest
$500
Receive
  • Aashna yoga mat (or) tote
Invest
$1,000
Receive
  • 50% discount off any full year membership subscription (once accepted) and paid in the next 12 months
  • A mindful product gift basket
Invest
$2,200
Receive
  • 50% discount off any full-year membership (once accepted) and paid in the next 12 months
  • Two private digital or in-person wellness sessions from our select vendors
  • Aashna yoga mat (or) tote
Invest
$5,000
Receive
  • 50% discount off any full-year membership (once accepted) and paid in the next 12 months
  • Two private digital or in-person wellness sessions from our select vendors
  • Plus 3 complimentary nights during a short-term booking *May not be valid during holidays or special events
Invest
$10,000
Receive
  • A virtual meetup Q&A with the founder for the first 25 investors to invest over $10K or more
  • 50% discount off any full year membership (once accepted) and paid in the next 12 months
  • Gift basket, tote, or yoga mat
  • Limited (25 left of 25)
Invest
$20,000
Receive
  • All the above
  • Plus exclusive offer for first 25 investors to lock in subscription price for the lifetime of the membership, upon a full price membership renewal
  • Limited (25 left of 25)
Invest
$50,000
Receive
  • All the above
  • $50K or more guarantees pro-rata rights in future round/Series A

About

Legal Name
Aashna Inc.
Founded
Apr 2020
Form
Delaware Corporation
Employees
1
Website
aashnaliving.com
Social Media
Headquarters
Google Map location of of Aashna
2598 E Sunrise Blvd Suite 2104 , Fort Lauderdale , FL
Headquarters
2598 E Sunrise Blvd, Suite 2104, Fort Lauderdale , FL, United States 33304

Team
Everyone helping build , not limited to employees

Profile picture of Stephanie OBrien
Stephanie OBrien
Founder | CVO | CEO
Female founder ranked in the Top 1% of real estate experts nationwide- by WSJ, earning over 25 awards
Profile picture of Lilli Markle
Lilli Markle
WELL & PropTech Expert
WELL AP and PropTech expert "driving forward smart cities where people make decisions based on health and wellness"
Profile picture of Rosie von Lila
Rosie von Lila
Engagement Expert
Burning Man Insider. "We can have a world that works for 100% of people, where our lands, oceans, and all species are protected.” – Rosie Von Lila. TEDx
Profile picture of Ryan  Fix
Ryan Fix
Community & Culture Advisor
Co-living pioneer Pure House - 2016 - THE REAL DEAL "It is less about demographics and more about values." Ryan Fix 2015 - Financial Times
Profile picture of Clodagh Design
Clodagh Design
Well-being by Design Consultant
Clodagh: 1997 Hall of Fame Inductee "The experience of entering a Clodagh designed space is one of blissful serenity." INTERIOR DESIGN
Profile picture of Justin Faerman
Justin Faerman
Conscious Lifestyle Advisor
"Meet Justin Faerman and Jackie Knechtel, two millennials hacking the algorithm for peak performance through their program Flow Mastery" - Forbes
Profile picture of Adam Hall
Adam Hall
Real Estate Financial Expert Consultant
27 yrs in Real Estate formed Renaissance Holdings in 1989. Raised in excess of $1.5 billion in equity -WFMD
Profile picture of Rich Green
Rich Green
Shared Housing Space Advisor
Former C-Suite Member of Shared Housing Pioneer- CAO and General Counsel at Ollie
Profile picture of Laura Lengnick  PHD
Laura Lengnick PHD
Resilience Expert
Founder: Cultivating Resilience. Enhancing organizational capacity to achieve sustainability and resilience goals. via assessment reporting
Profile picture of Peter Lombardi 
Peter Lombardi 
Sacred Geometry Architect Consultant
A collaborative role with Robert A.M. Stern Architects
7 more team members
Stephanie OBrien
Founder | CVO | CEO
Lilli Markle
WELL & PropTech Expert
Rosie von Lila
Engagement Expert
Ryan Fix
Community & Culture Advisor
Clodagh Design
Well-being by Design Consultant
Justin Faerman
Conscious Lifestyle Advisor
Adam Hall
Real Estate Financial Expert Consultant
Rich Green
Shared Housing Space Advisor
Laura Lengnick PHD
Resilience Expert
Peter Lombardi 
Sacred Geometry Architect Consultant

Press

Girls Club Capital Magazine - March 2021 Issue
Flipsnack

Founder, Stephanie OBrien was interviewed by Girls Club Capital Magazine

Aashna Living: DotCom Magazine Reveals Its Annual List of...

Aashna Awarded IMPACT Company of the Year.

Stephanie O'Brien - Founder | CEO | CVO - Aashna Living, ...
BINGE Networks

Stephanie O'Brien - Founder | CEO | CVO - Aashna Living, A DotCom Magazine Exclusive Interview Stephanie O'Brien - Founde...

FAQ

Can I sell , or transfer my investment?

Can I sell , or transfer my investment?

Learn More:

https://republic.com/learn/investors/selling

What do I get for my money?

What do I get for my money?

The simple answer is: Investors essentially buy a piece of the company with their investment. You are putting down capital, in exchange for a contractual right to future equity or cash payout.


Basically the profitability of the investment is realized from startups through various forms of exit options …


This can occur:

  • When there is more performance data and the company has a “defined” valuation to enter a pricing fundraising round ( known as Series A)  to issue stock at an agreed-upon price per share 
  • Or if the company has an acquisition/ liquidation event the investor has a portion of ownership in the startup and rights to its potential future profits 
What happens if the campaign is not successful?

What happens if the campaign is not successful?

Reg CF Offerings: For all Regulation Crowdfunding (Reg CF) offerings, you can cancel your investment up to 48 hours prior to the offering’s deadline or intermediate close date. Simply head to your portfolio and click "View Investment" for the investment commitment you'd like to cancel. If your investment commitment is eligible to be canceled, you will see the ability to cancel by navigating to the "Options" dropdown and clicking "Cancel investment."


The Funding goals: The minimum amount the startup needs to raise. If the startup doesn’t reach the minimum funding goal before the campaign ends, their campaign is considered unsuccessful, and all investments are refunded to investors.

Are there any selling restrictions?

Are there any selling restrictions?

Selling your shares. According to federal law, you are restricted from reselling your securities in the first 12 months post-closing of the campaign, with a few exceptions:

  • to the company that issued the securities;
  • to an accredited investor;
  • to a nuclear family member
  • in connection with your death, divorce, or other similar circumstance;
  • to a trust controlled by you or a trust created for the benefit of a family member (defined as a child, sibling or parent of you or your spouse); or
  • as part of a later offering registered with the SEC.

After 12 months. The selling or transfer is allowed by U.S. federal law, but may still be subject to state or foreign laws. Always consult an attorney before transferring private-company securities.

How to INCREASE or DECREASE your investment commitment?

How to INCREASE or DECREASE your investment commitment?

Reg CF offerings: You can increase your investment commitment amount at any point before the close of the campaign. If you would like to decrease your investment commitment amount, you will have until 48 hours before the offering’s deadline to do so. After that point, you will not be able to decrease or cancel your investment commitment.

What must I do to receive my equity or cash in the event of the conversion of my Crowd SAFE?

What must I do to receive my equity or cash in the event of the conversion of my Crowd SAFE?

Suppose the Company converts the Crowd SAFE as a result of an equity financing. In that case, you must open a custodial account with the custodian and sign subscription documentation to receive the equity securities. The Company will notify you of the conversion trigger, and you must complete necessary documentation within 30 days of such notice. If you do not complete the required documentation with that time frame, you will only be able to receive an amount of cash equal to (or less in some circumstances) your investment amount. Unclaimed cash will be subject to relevant escheatment laws. For more information, see the Crowd SAFE for this offering.


If the conversion of the Crowd SAFE is triggered as a result of a Liquidity Event (e.g. M&A or an IPO), then you will be required to select between receiving a cash payment (equal to your investment amount or a lesser amount) or equity.  You are required to make your selection (and complete any relevant documentation) within 30 days of such receiving notice from the Company of the conversion trigger, otherwise you will receive the cash payment option, which will be subject to relevant escheatment laws. The equity consideration varies depending on whether the Liquidity Event occurs before or after an equity financing. For more information, see the Crowd SAFE for this offering.

How do I earn a return?

How do I earn a return?

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

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.
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.
Global crises, such as COVID-19, can have a significant effect on our business operations and revenue projections.
The Company’s revenue was adversely affected in 2020 related to the COVID-19 crisis. Housing sales and construction were delayed during this time. Conditions have eased in 2021. If another significant outbreak of COVID-19 or another contagious disease were to occur, we may lose a significant portion of our revenue. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, including the United States where we principally operate, resulting in an economic downturn that could reduce the demand for our products and services and impair our business prospects, including as a result of being unable to raise additional capital on acceptable terms to us, if at all.
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.
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. Our business currently has limited sales and future sources of revenue may not be sufficient to meet our future capital requirements. We will require additional funds to execute our business strategy and conduct our operations. If adequate funds are unavailable, we may be required to delay, reduce the scope of or eliminate one or more of our research, development or commercialization programs, product launches or marketing efforts, any of which may materially harm our business, financial condition and results of operations.
We may implement new lines of business or offer new products and services within existing lines of business.
As an early-stage company, we may implement new lines of business at any time. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved, and price and profitability targets may not prove feasible. We may not be successful in introducing new products and services in response to industry trends or developments in technology, or those new products may not achieve market acceptance. As a result, we could lose business, be forced to price products and services on less advantageous terms to retain or attract clients or be subject to cost increases. As a result, our business, financial condition or results of operations may be adversely affected.
We rely on other companies to provide components and services for our products.
We depend on suppliers and contractors to meet our contractual obligations to our customers and conduct our operations. Our ability to meet our obligations to our customers may be adversely affected if suppliers or contractors do not provide the agreed-upon supplies or perform the agreed-upon services in compliance with customer requirements and in a timely and cost-effective manner. Likewise, the quality of our products may be adversely impacted if companies to whom we delegate manufacture of major components or subsystems for our products, or from whom we acquire such items, do not provide components which meet required specifications and perform to our, and our customers’, expectations. Our suppliers may also 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. In order to protect or enforce our intellectual property rights, we may be required to initiate litigation against third parties, such as infringement lawsuits. Also, these third parties may assert claims against us with or without provocation. These lawsuits could be expensive, take significant time and could divert management’s attention from other business concerns. The law relating to the scope and validity of claims in the technology field in which we operate is still evolving and, consequently, intellectual property positions in our industry are generally uncertain. We cannot assure you that we will prevail in any of these potential suits or that the damages or other remedies awarded, if any, would be commercially valuable.
The Company’s success depends on the experience and skill of 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 any or all 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 non-competition agreements, and therefore acquiring key man insurance will not ameliorate all of the risk of relying on key personnel.
In order for the Company to compete and grow, it must attract, recruit, retain and develop the necessary personnel who have the needed experience.
Recruiting and retaining highly qualified personnel is critical to our success. These demands may require us to hire additional personnel and will require our existing management and other personnel to develop additional expertise. We face intense competition for personnel, making recruitment time-consuming and expensive. The failure to attract and retain personnel or to develop such expertise could delay or halt the development and commercialization of our product candidates. If we experience difficulties in hiring and retaining personnel in key positions, we could suffer from delays in product development, loss of customers and sales and diversion of management resources, which could adversely affect operating results. Our consultants and advisors may be employed by third parties and may have commitments under consulting or advisory contracts with third parties that may limit their availability to us, which could further delay or disrupt our product development and growth plans.
We need to rapidly and successfully develop and introduce new products in a competitive, demanding and rapidly changing environment.
To succeed in our intensely competitive industry, we must continually improve, refresh and expand our product and service offerings to include newer features, functionality or solutions, and keep pace with changes in the industry. Shortened product life cycles due to changing customer demands and competitive pressures may impact the pace at which we must introduce new products or implement new functions or solutions. In addition, bringing new products or solutions to the market entails a costly and lengthy process, and requires us to accurately anticipate changing customer needs and trends. We must continue to respond to changing market demands and trends or our business operations may be adversely affected.
The development and commercialization of our products is highly competitive.
We face competition with respect to any products that we may seek to develop or commercialize in the future. Our competitors include major companies worldwide. Many of our competitors have significantly greater financial, technical and human resources than we have and superior expertise in research and development and marketing approved products and thus may be better equipped than us to develop and commercialize products. These competitors also compete with us in recruiting and retaining qualified personnel and acquiring technologies. Smaller or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Accordingly, our competitors may commercialize products more rapidly or effectively than we are able to, which would adversely affect our competitive position, the likelihood that our products will achieve initial market acceptance, and our ability to generate meaningful additional revenues from our products.
Industry consolidation may result in increased competition, which could result in a loss of customers or a reduction in revenue.
Some of our competitors have made or may make acquisitions or may enter into partnerships or other strategic relationships to offer more comprehensive services than they individually had offered or achieve greater economies of scale. In addition, new entrants not currently considered to be competitors may enter our market through acquisitions, partnerships or strategic relationships. We expect these trends to continue as companies attempt to strengthen or maintain their market positions. The potential entrants may have competitive advantages over us, such as greater name recognition, longer operating histories, more varied services and larger marketing budgets, as well as greater financial, technical and other resources. The companies resulting from combinations or that expand or vertically integrate their business to include the market that we address may create more compelling service offerings and may offer greater pricing flexibility than we can or may engage in business practices that make it more difficult for us to compete effectively, including on the basis of price, sales and marketing programs, technology or service functionality. These pressures could result in a substantial loss of our customers or a reduction in our revenue.
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.
We have not prepared any audited financial statements.
The financial statements attached as Exhibit A to this Form C have been “reviewed” only and such financial statements have not been verified with outside evidence as to management’s amounts and disclosures. Additionally, tests on internal controls have not been conducted. Therefore, you will have no audited financial information regarding the Company’s capitalization or assets or liabilities on which to make your investment decision.
Our business could be negatively impacted by cyber security threats, attacks and other disruptions.
We may 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.
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 seventy percent (70%) 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.
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.
Changes in federal, state or local laws and government regulation could adversely impact our business.
The Company is subject to legislation and regulation at the federal and local levels and, in some instances, at the state level. New laws and regulations may impose new and significant disclosure obligations and other operational, marketing and compliance-related obligations and requirements, which may lead to additional costs, risks of non-compliance, and diversion of our management's time and attention from strategic initiatives. Additionally, federal, state and local legislators or regulators may change current laws or regulations which could adversely impact our business. Further, court actions or regulatory proceedings could also change our rights and obligations under applicable federal, state and local laws, which cannot be predicted. Modifications to existing requirements or imposition of new requirements or limitations could have an adverse impact on our business.
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. 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 may incur capital and operating expenditures and other costs to comply with these requirements and laws and regulations.
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 communication sent to Investors prior to the Offering is attached as Exhibit E. 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 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.
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.
Investors will not have voting rights, even upon conversion of the Securities and will grant a third-party nominee broad power and authority to act on their behalf.
In connection with investing in this Offering to purchase a Crowd SAFE (Simple Agreement for Future Equity) investors will designate Republic Investment Services LLC (f/k/a NextSeed Services, LLC) (“Nominee”) to act on their behalf as agent and proxy in all respects. The Nominee will be entitled, among other things, to exercise any voting rights (if any) conferred upon the holder of a Crowd SAFE or any securities acquired upon their conversion, to execute on behalf of an investor all transaction documents related to the transaction or other corporate event causing the conversion of the Crowd SAFE, and as part of the conversion process the Nominee has the authority to open an account in the name of a qualified custodian, of the Nominee’s sole discretion, to take custody of any securities acquired upon conversion of the Crowd SAFE. Thus, by participating in the Offering, investors will grant broad discretion to a third party (the Nominee and its agents) to take various actions on their behalf, and investors will essentially not be able to vote upon matters related to the governance and affairs of the Company nor take or effect actions that might otherwise be available to holders of the Crowd SAFE and any securities acquired upon their conversion. Investors should not participate in the Offering unless he, she or it is willing to waive or assign certain rights that might otherwise be afforded to a holder of the Crowd SAFE to the Nominee and grant broad authority to the Nominee to take certain actions on behalf of the investor, including changing title to the Security.
Investors will not become equity holders 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 an 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 become equity holders 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. 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 equity in the Company. Further, the Investor may never become an equity holder, merely a beneficial owner of an equity interest, should the Company or the Nominee decide to move the Crowd SAFE or the securities issuable thereto into a custodial relationship.
Investors will not have voting rights, even upon conversion of the Securities into CF Shadow Securities.
Investors will not have the right to vote upon matters of the Company even if and when their Securities 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 holders or the party holding the CF Shadow Securities on behalf of the Investors are required to enter into a proxy agreement with its designee to vote their 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 directly or beneficially receive CF Shadow Securities in the form of shares of Series B-CF Shadow Preferred Stock and such shares would be required to be subject to a proxy that allows a designee 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 unless otherwise provided for by the Company unless otherwise provided for by the Company.
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 holders 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, including any holders of preferred stock, have been paid in full. Neither holders of the Securities nor holders of CF Shadow Securities can be guaranteed any proceeds in the event of the dissolution or bankruptcy 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 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 control and economic interests 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 holders 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 holders of the Securities upon a qualifying financing.
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 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 foregoing 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 Crowd SAFE agreement, which is attached 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 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.
While the Securities provide mechanisms whereby holders 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, holders 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.
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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