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Steeped Coffee

New standard in coffee: Specialty coffee brewed like tea in a single-serve bag
B2B Crowd SAFE Food & Drinks
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Sold out
$5,000,000
Maximum funding goal reached
4,588
Investors
44 days
Left to invest
Join the Waitlist
$100 minimum investment · Deal terms
Pitch Discussion 51 Updates 1 Reviews 830
Invest Join the Waitlist
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Problem Solution Product Traction Customers Biz. model Market Competition Vision and strategy Impact Funding Founders Summary
About Team Press FAQ Risks Discussion

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by Steeped, Inc.. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Steeped Coffee Crowd SAFE Steeped Coffee Form C.pdf
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Hear from some of the 4,588 investors in Steeped Coffee


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Highlights


$1M+ revenue
Company had over $1M in revenue in the past 12 months
$5M+ raised
Company has previously raised over $5M in capital
Venture-backed
The company is backed by a venture capital firm.
  • Leading single-serve brewing method for specialty coffee | craft quality
  • Driving an entirely new coffee category
  • Single-serve reimagined, with no equipment required & fully compostable
  • 400+ top coffee brand partners licensing the Steeped Brewing Method
  • Traction with national distribution spanning multiple vertical markets
  • Proprietary IP protections & strategy
  • Award-winning with national product recognition

Problem


SINGLE-SERVE COFFEE IS



Solution


STEEPED COFFEE® IS





WHY HASN'T STEEPED COFFEE® BEEN DONE YET?


Steeped is not coffee in a teabag. Instead, it's a new trusted brewing method that's backed by years of innovation while delivering the highest-quality taste. 

Though created for simple convenience, simplicity is one of the most difficult things to achieve. Steeped has worked with top baristas to develop this disruptive single-serve brewing method that yields a craft specialty cup of coffee in the way that it was intended to be experienced. 

With no machines required, the result is a game-changing brewing method that is as simple as brewing tea.

Product


STEEPED COFFEE®

A Brewing Method & Category Creator
A simple, single-serve brewing method similar to the ritual of making tea, using full-immersion Steeped Bags®.


A Licensed Process & Technology

A proprietary technology licensed to top brands through custom branded Steeped Packs®.


A Coffee Brand

Steeped Coffee® is a fast-growing, purpose-driven brand that's trailblazing a new market and encouraging people to Take Your Moment™ — while at home, at work, or on the go.

—
Steeped Coffee is not just a single brand, but a proprietary brewing method supporting hundreds of brands.
—


STEEPED INNOVATION
FULL IMMERSION FILTER



GUILT-FREE
COMPOSTABLE PACKAGING



PRODUCT CONFIGURATION



STEEPED COFFEE BRAND



LICENSED PARTNERS
CUSTOM BRANDED PACKS


Barista-Approved 

Traction


NATIONAL DISTRIBUTION

Steeped continues to grow its sales channels through national distribution across multiple industry verticals.


ACTIVE VERTICALS



LICENSED ROASTERS


HOSPITALITY



GROCERY



AS SEEN ON



AWARD-WINNING


Customers


TAKE YOUR MOMENT

Business model


COFFEE REIMAGINED

As a Certified B Corp and Public Benefit Corporation, Steeped, Inc. operates in the specialty and single-serve coffee markets. Steeped has innovated to bring these two high-growth trends together for the first time in sustainable packaging. 
Steeped Coffee brings the universal tea-drinking experience to the entire coffee market, making craft specialty coffee accessible to everyone, anywhere.

Headquartered in Santa Cruz, California, Steeped provides proprietary, single-serve technology to the D2C and B2B distribution channels under its Steeped Coffee brand — as well as providing the Steeped Brewing Method and IP to hundreds of top coffee brands through licensed partnerships.

Welcome to Coffee Simplified™.


IP STRATEGY



STEEPED MANUFACTURING



Market


PEOPLE LOVE COFFEE

Coffee in the US alone generates $80B in annual sales with 80% of adults drinking coffee while consuming over 500 million cups every single day. Steeped has tapped into a huge gap in the high-growth single-serve and specialty coffee markets.


DO YOU DRINK COFFEE?

The way we drink coffee is changing, one cup at a time. Steeped Coffee is the simplest way to make great coffee wherever life takes you. Take Your Moment — while at home, at work, or on the go.

Competition


EXPANDING THE MARKET

Steeped Coffee incorporates the best features from other brewing methods while eliminating the drawbacks of each.


COMPETITIVE ADVANTAGES




Vision and strategy


NEW STANDARD IN COFFEE

Steeped Coffee is not trying to fit within the current coffee market, but rather expand the limits of the entire coffee category by increasing customer accessibility — similar to how the single-serve bag transformed tea drinking and became the standard for convenience. Steeped is going a step further by bringing together unmatched convenience, quality, and sustainability to revolutionize coffee. 

Steeped is disrupting the limited nature of the current coffee market. We're dedicated to amplifying the coffee shelf in every grocery store, home, office, or wherever life takes you.

Impact


COFFEE WITHOUT COMPROMISE

Steeped is pursuing Coffee Without Compromise, and is passionate about the amount of good we can do together.


MISSION


As both a Benefit Corporation and Certified B Corp, Steeped is focused on Purpose Beyond Profits. We strive to innovate and find new solutions to old problems, to be a light on a hill, to honor and value every relationship, and to set new standards of doing Business Without Compromise. We pay attention to every detail, to bring people the most convenient, high-quality, ethically sourced, and sustainably packaged products available. Our entire company ethos is focused on how we can be good stewards of the planet and to love people.


CORE VALUES



PURPOSE BEYOND PROFITS


As a Public Benefit Corporation (PBC), Steeped has enhanced our legal structure to match our values. We operate as a for-profit C Corp, but have updated our Articles of Incorporation with a statement of purpose. This subtle improvement allows Steeped to legally focus on Purpose Beyond Profits — expanding the measurement of success from a single to a double bottom line company.


CERTIFIED B CORP


Accountability and measuring impact are at the forefront of our activities. We are continuously tracking and reporting through our B Corp Certification, which is monitored by the third-party nonprofit, B Lab. Putting action beyond words, Steeped is proud to be part of a community of leaders driving a global movement of using the power of business to solve social and environmental problems.

Certified B Corporations are businesses that meet the highest standards of verified social and environmental performance, public transparency, legal accountability, and bold company policies, to balance profits and purpose.


SINGLE-SERVE SUSTAINABILITY


Single-serve coffee long had its roots deep in sustainability before it was tainted by its wide abuse of plastic waste. With so much time, energy, and passion that goes into each cup of specialty coffee (see journey below), single-serve is an ideal solution that keeps coffee from being dumped down the kitchen sink. 

The Steeped method is pre-dosed, pre-ground, and provides the perfect water-to-coffee ratio — which maintains ultimate convenience and intrinsically helps conserve our cherished coffee commodity.


SUSTAINABILITY


Steeped has made sustainability a key focus to avoid negative environmental and ethical impacts from success.

Guilt-Free Packaging: Our award-winning, Guilt-Free Packaging is certified commercially compostable and made using renewable materials. 

Ethically Sourced: Through direct trade practices and Fair Trade Certified coffees, Steeped Coffee ethically sources its beans to ensure farmers get a fair wage.  

Steeped strives to make every component of our product responsible for both the planet we’ve been given to steward and the people on it. Steeped takes every possible step to ensure that our sacred coffee rituals go unnoticed by the next generation.


STEEPED GIVING FUND


Drink Coffee. Make an Impact. Since day one, Steeped has been committed to giving a minimum of 1% of revenue, rather than just profits, to our Steeped Giving Fund — making our success not just what we get but what we get to give.


PACKS FOR IMPACT


Steeped is excited to use Steeped Coffee Packs as a tool for elevating non-profits, churches, and purpose-driven companies through our discounted private label program — utilizing custom graphics to help passionate organizations spread their message through simply sharing a cup of coffee.


PACKS FOR GOOD


Packs For Good is a program built to support non-profits with branded landing pages on the Steeped Coffee website, where all sales generate a 20% top-line revenue donation back to that non-profit to support their mission. 


Among other inspiring organizations, Steeped is a proud partner of charity: water, on a mission to help bring clean and safe water to every person on the planet, where 100% of donations fund clean water.

Funding


INVESTOR COMMUNITY

Since 2017, fundraising has come through trusted referrals from the Steeped investor community — a growing purpose-driven network of over 100 individual investors and venture groups.

Steeped is now excited to welcome more investors who are passionate about the amount of good we can do together — while drinking great coffee. We hope you'll join our incredible Steeped Investor Community.

Founders


Josh Wilbur

Founder & CEO

Summary


Quick Sip

  • Massive Market Size
  • Innovative & Disruptive Technology
  • Proprietary Competitive Advantages & IP
  • Diversified Market Verticals
  • Traction & Product Market Fit
  • National Distribution
  • Established Market Share
  • Scalable to Mass Adoption
  • Experienced Team & Partners


We hope you'll join us for all the exciting opportunities ahead!

$

Deal terms


Valuation cap

$33,000,000

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

Minimum investment

$100

The smallest investment amount that Steeped Coffee is accepting.
Learn more

Maximum investment

$100,000

The largest investment amount that Steeped Coffee is accepting.
Learn more

Funding goal

$1M – $5M

Steeped Coffee needs to raise $1M before the deadline. The maximum amount Steeped Coffee is willing to raise is $1M – $5M.
Learn more

Deadline
Steeped Coffee 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

Nominee Lead

Chief Executive Officer of Steeped, Inc. (currently Josh Wilbur)

Will direct the Nominee on certain matters like voting, amendments and conversions affecting the security.
Learn more

How it works

Documents

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

About Steeped Coffee

Legal Name
Steeped, Inc.
Founded
Apr 2017
Form
Delaware Corporation
Employees
32
Website
steepedcoffee.com
Social Media
Headquarters
Google Map location of of Steeped Coffee
103 Whispering Pines Drive STE E , Scotts Valley, CA
Headquarters
103 Whispering Pines Drive, STE E, Scotts Valley, CA, United States 95066

Steeped Coffee Team
Everyone helping build Steeped Coffee, not limited to employees

Profile picture of Josh Wilbur
Josh Wilbur
CEO
A serial entrepreneur and inventor, living on the cusp of innovation and disruption.
Profile picture of Ron Scadina
Ron Scadina
VP of Sales
Profile picture of Stirling Vineyard
Stirling Vineyard
CFO
Profile picture of Heather Rios
Heather Rios
HR
Profile picture of Toby Wingo
Toby Wingo
Plant Operations
Profile picture of BraunHagey & Borden
BraunHagey & Borden
Legal Counsel
Profile picture of Fish & Richardson
Fish & Richardson
Patent IP
6 more team members
Josh Wilbur
CEO
Ron Scadina
VP of Sales
Stirling Vineyard
CFO
Heather Rios
HR
Toby Wingo
Plant Operations
BraunHagey & Borden
Legal Counsel
Fish & Richardson
Patent IP

Press

The Search for the Perfect Backcountry Brew Is Over
Outside Online

Ditch your backpacking French press. We’ve found something better. We’ve finally found our solution: Steeped Coffee.

Six Instant Coffees To Seek Out

However, the term “instant” should be expanded, thanks to companies like Steeped. Technically, it’s not instant coffee......

Why I'm Breaking Up with My Coffee Maker
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FAQ

Campaign sold out... Can I join the waitlist?

Campaign sold out... Can I join the waitlist?

Steeped Coffee reached the Max Goal, but the Waitlist is open!

GOAL REACHED. The Steeped Team is so excited and humbled that we hit our maximum funding goal! We experienced such high traction that the entire campaign sold out in less than 48 hours! 

WAITLIST OPPORTUNITIES. Although the campaign is now listed as "Sold Out", prospective contributors are highly encouraged to join the waitlist for a chance to invest.

Alternatively, if you're already on the waitlist, just hang tight and Republic will keep you updated as more opportunities become available.

We are so excited for all the big things ahead!

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 the necessary documentation within 30 days of such notice. If you do not complete the required documentation within 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.

What does Barista Approved mean?

What does Barista Approved mean?

When working on perfecting the Steeped Coffee brewing method, Steeped sought after world-renowned baristas. The specialty coffee roasters who were helping to validate the method and giving their third party feedback through the R&D process are the same coffee brands that refuse to put their freshly roasted beans on the grocery store shelf for longer than a few weeks — as they don't want to risk tarnishing their brand's sterling reputation. These same coffee roasters would never pre-grind their coffee (which expedites the coffee aging process due to oxidation) or entertain the possibility that a single-serve method could translate and maintain the high standards that their artisan roasts require. 

Low and behold, once Steeped perfected the method there was a eureka moment. Utter shock and surprise ensued as the news buzzed around the tasting room, "yo, you gotta try this!" "Oh wow! Yo, come here and try this!" and so on. The concept of Barista Approved was then born as the highest coffee standards were met in a way that birthed a new single-serve brewing method— one so good that the world's top specialty coffee brands started embracing the only single-serve brewing method that provides the convenience of a pre-ground, pre-portioned, individually packaged serving of freshly roasted coffee, which also happened to lead with sustainability (not as a greenwashed afterthought).

Steeped Coffee is Barista Approved and you can enjoy many of the world's finest coffee with the convenience of just adding water.

Is Steeped Coffee Instant Coffee?

Is Steeped Coffee Instant Coffee?

DON'T DRINK YOUR GRINDS

Steeped is 100% craft roasted coffee that's never instant and always freshly brewed. The Steeped Brewing Method is a single-serve solution that doesn't compromise on taste or convenience. Steeped serves fresh coffee exactly as you intended it, without the need for machines, crystals, solubles, flash-freezing, additives, or freeze-drying. Enjoy simply fresh coffee anytime, anywhere. 

What if I don't like the coffee I try?

What if I don't like the coffee I try?

Turns out that people who don't like a Steeped Coffee are usually: 

1. preparing it wrong, or 

2. don't like the coffee they are trying.

1. Steeped only requires water and is super simple to make. But it is still its own brewing method and has recommended instructions that help provide the best results. When making Steeped we recommend putting the Steeped Full Immersion Filter Bag in the cup first and then pour water (just off boil, ie. 205 degrees) over the Steeped Bag (like a pour over). You then dip and dunk the Steeped Bag for about 30 seconds (like a French Press). You'll notice crema form and the coffee will actually bloom in the bag. Lastly, you just let the coffee steep for 5+ minutes (about the time it takes the water to be cool enough to drink). You can leave the bag in your cup, it doesn't get bitter like tea but just keeps getting better until it plateaus. Like the coffee experts, you'll be able to experience the various tasting notes develop and change over time in order to experience the coffee the way it was intended to be experienced.  

2. Now if you still don't like the coffee experience, it's probably the coffee you are trying. Some people like dark roasted coffee and other light, while some love a nice smooth Colombian and others a fruity acidic single-origin Ethiopian. It's ok to love some coffee and not others. Whatever your coffee preference Steeped is only designed to translate that coffee variety in the way it was intended to taste. So if you don't like a certain blend or roasts, we recommend exploring additional options. And with over 400 partnered roasters to choose from, there is a lot of fun to be had.

Fun Fact: The Specialty Coffee Association (SCA) recently selected the Steeped Coffee brewing method for their Sensory Summit, where all the coffee industry's aficionados gather to learn through coffee tastings and experiences. Due to gathering restrictions, the Sensory Summit went virtual and Steeped was enlisted to prepare various coffees from featured roasters as a replacement to the standard 'coffee cupping' (like wine tasting but for coffee experts). Steeped Coffee was recognized as a brewing method that gets out of the way and translates the coffee in each Steeped Bag in a way that it was intended to be experienced. The Sensory Summit was so well received in the US that Steeped was asked to repeat the experience for the European Sensory Summit.  

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

Risks

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.
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.
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.
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.
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.
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 First Equity Financing Price (as defined in the Crowd SAFE agreement) shall have only such preferences, rights, and protections in proportion to the First Equity Financing 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.
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.
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.
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.
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.
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 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.
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 and will grant a third-party nominee broad power and authority to act on their behalf.
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.
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.
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.
The Company may also end the Offering early.
If the Target Offering Amount is met after 21 calendar days, but before the Offering Deadline, the Company can end the Offering by providing notice to Investors at least 5 business days prior to the end of the Offering. This means your failure to participate in the Offering in a timely manner, may prevent you from being able to invest in this Offering – it also means the Company may limit the amount of capital it can raise during the Offering by ending the Offering early.
The Company has the right to extend the Offering Deadline.
The Company may extend the Offering Deadline beyond what is currently stated herein. This means that your investment may continue to be held in escrow while the Company attempts to raise the Target Offering Amount even after the Offering Deadline stated herein is reached. While you have the right to cancel your investment in the event the Company extends the Offering Deadline, if you choose to reconfirm your investment, your investment will not be accruing interest during this time and will simply be held until such time as the new Offering Deadline is reached without the Company receiving the Target Offering Amount, at which time it will be returned to you without interest or deduction, or the Company receives the Target Offering Amount, at which time it will be released to the Company to be used as set forth herein. Upon or shortly after the release of such funds to the Company, the Securities will be issued and distributed to you.
The Company 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'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.
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 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.
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.
We may not have enough authorized capital stock to issue shares of common stock to investors upon the conversion of any security convertible into shares of our common stock, including the Securities.
Currently, our authorized capital stock consists of 10,000,000 shares of common stock, of which 6,644,028 shares of common stock are issued and outstanding. Unless we increase our authorized capital stock, we may not have enough authorized common stock to be able to obtain funding by issuing shares of our common stock or securities convertible into shares of our common stock. We may also not have enough authorized capital stock to issue shares of common stock to investors upon the conversion of any security convertible into shares of our common stock, including the Securities.
Affiliates of the Company, including officers, directors and existing shareholders of the Company, may invest in this Offering and their funds will be counted toward the Company achieving the Minimum Amount.
There is no restriction on affiliates of the Company, including its officers, directors and existing shareholders, investing in the Offering. As a result, it is possible that if the Company has raised some funds, but not reached the Minimum Amount, affiliates can contribute the balance so that there will be a closing. The Minimum Amount is typically intended to be a protection for investors and gives investors confidence that other investors, along with them, are sufficiently interested in the Offering and the Company and its prospects to make an investment of at least the Minimum Amount. By permitting affiliates to invest in the offering and make up any shortfall between what non-affiliate investors have invested and the Minimum Amount, this protection is largely eliminated. Investors should be aware that no funds other than their own and those of affiliates investing along with them may be invested in this Offering.
Changes in employment laws or regulation could harm our performance.
Various federal and state labor laws govern our relationship with our employees and affect operating costs. These laws include minimum wage requirements, overtime pay, healthcare reform and the implementation of the Patient Protection and Affordable Care Act, unemployment tax rates, workers’ compensation rates, citizenship requirements, union membership and sales taxes. A number of factors could adversely affect our operating results, including additional government-imposed increases in minimum wages, overtime pay, paid leaves of absence and mandated health benefits, mandated training for employees, increased tax reporting and tax payment requirements for employees who receive tips, a reduction in the number of states that allow tips to be credited toward minimum wage requirements, changing regulations from the National Labor Relations Board and increased employee litigation including claims relating to the Fair Labor Standards Act.
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.
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.
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.
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.
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.
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.
Increases in raw materials, packaging, oil and natural gas costs and volatility in the commodity markets may adversely affect our results of operations.
Our financial results depend to a large extent on the costs of raw materials, packaging, oil and natural gas, and our ability to pass the costs of these materials onto our customers. Historically, market prices for commodities have fluctuated in response to a number of factors, including economic conditions such as inflation, changes in U.S. government support programs, changes in international trading policies, impacts of disease outbreaks on material sources and the potential effect on supply and demand as well as weather conditions. Fluctuations in flexible packaging and their raw materials, coffee, paper and oil prices affect our costs for packaging materials. In addition, we have exposure to changes in the pricing of oil and natural gas, which affects our manufacturing, transportation and packaging costs. If there is any increase in the cost of raw materials, packaging, or oil and natural gas expenses, we may be required to charge higher selling prices for our products to avoid margin deterioration. We cannot provide any assurances regarding the timing or the extent of our ability to successfully charge higher prices for our products, or the extent to which any price increase will affect future sales volumes. Our results of operations may be materially and adversely affected by this volatility.
We also face severe competition to display our products on store shelves and obtain or maintain optimal presence on those shelves.
Due to the intense competition for limited shelf space in the food and beverage categories, retailers are in a position to negotiate favorable terms of sale, including price discounts, allowances and product return policies. To the extent we elect to increase discounts or allowances in an effort to secure shelf space, our operating results could be adversely affected. We may not be able to increase or sustain our volume of retail shelf space or offer retailers price discounts sufficient to overcome competition and, as a result, our sales and results of operations could be adversely affected. In addition, many of our competitors have significantly greater financial, manufacturing, marketing, management and other resources than we do and may have greater name recognition, a more established distribution network and a larger base of wholesale customers and distributors. Many of our competitors also have well-established relationships with our current and potential consumers who purchase such competitors’ other products at retail stores, and have extensive knowledge of our target markets. As a result, these competitors may be able to devote greater resources to the development, promotion and sale of their products and respond more quickly to evolving consumer preferences for us. If our competitors’ sales surpass ours, retailers may give higher priority to our competitors’ products, causing such retailers to reduce their efforts to sell our products and resulting in the loss of advantageous shelf space.
The inability of any supplier, co-packer or partner manufacturer, third-party distributor or transportation provider to deliver or perform for us in a timely or cost-effective manner could cause our operating costs to increase and our profit margins to decrease.
We must continuously monitor our inventory and product mix against forecasted demand or risk having inadequate supplies to meet consumer demand or timing as well as having too much inventory on hand that may reach its expiration date and become unsaleable. Additionally, the management of such forecasting, supplies, and timing can be complex across many facilities for many customers, may rely on software and/or employees or contractors that could make errors, and those personnel and/or technological resources may be difficult to hire, maintain, or replace. If we are unable to manage our supply chain effectively and ensure that our products are available to meet consumer demand, our operating costs could increase and our profit margins could decrease or we could lose customers. Failure by our transportation providers to deliver our products on time or at all could result in lost sales. We use third-party transportation providers for our product shipments. Transportation services include scheduling and coordinating transportation of finished products to our customers, shipment tracking and freight dispatch services. Our use of transportation services for shipments is subject to risks, including increases in fuel prices, which would increase our shipping costs, and employee strikes and inclement weather, which may impact the ability of providers to provide delivery services that adequately meet our shipping needs, including keeping our products adequately regulated or refrigerated during shipment. Any such change could cause us to incur costs and expend resources. Moreover, in the future we may not be able to obtain terms as favorable as those we receive from the third-party transportation providers that we currently use, which in turn would increase our costs and thereby adversely affect our business, financial condition and results of operations.
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.
Our inability to secure, maintain and increase our presence on e-commerce platforms and in retail stores could adversely impact our revenue, and in turn our business, financial condition, results of operations and prospects could be adversely affected.
Our operations include selling products to consumers through third party e-commerce platforms and in retail stores and their related websites. The success of our business is largely dependent on our continuing development of strong relationships and sales with such platforms and stores and abiding by their established rules and regulations for sellers. The loss of our relationship with any large retail partner or e-commerce platform partner could have a significant impact on our revenue. In addition, we may be unable to secure or maintain adequate shelf space in new markets, or any shelf space at all, until we develop stable relationships with the retailers that operate in such markets. Consequently, growth opportunities through our retail channel, e-commerce and direct-to-consumer channel may be limited and our revenue, business, financial condition, results of operations and prospects could be adversely affected if we are unable to successfully establish or maintain relationships with other retailers or e-commerce platforms in new or current markets.
We face various risks as an e-commerce retailer.
As part of our growth strategy, we have made significant investments to grow our e-commerce business. We may require additional capital in the future to grow our e-commerce business. Business risks related to our e-commerce business include our inability to keep pace with rapid technological change, failure in our security procedures or operational controls, failure or inadequacy in our systems or labor resource levels to effectively process customer orders in a timely manner, government regulation and legal uncertainties with respect to e-commerce, changes in the costs of e-commerce advertising due to additional competition, and collection of sales or other taxes by one or more states or foreign jurisdictions. If any of these risks materialize, they could have an adverse effect on our business. In addition, we face competition from other internet retailers, and more retailers could enter the market. Our failure to positively differentiate our product and services offerings or customer experience from these internet retailers could have a material adverse effect on our business, financial condition and results of operations.
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.
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.
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.
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 even potentially acquiring key man insurance will not ameliorate all of the risk of relying on key personnel.
The Company’s success depends on the experience and skill of its executive officers, its board of directors, and key employees and advisors.
We are dependent on our executive officers, board of directors, and key employees and advisors. 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, board of directors and key employees or advisors could harm the Company's business, financial condition, cash flow and results of operations.
We rely on various intellectual property rights, including trademarks and patents, 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, may be too 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, customers, service providers 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, and/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. 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.
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 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 the production of our products, or from whom we acquire such items, do not provide the products 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 product or service. Our products may utilize custom ingredients available from few worldwide sources. Continued availability of those products and their custom ingredients 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 products instead of products customized to meet our requirements. The supplies needed 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 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 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.
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.
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 related to the COVID-19 crisis. Conditions have eased. 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.
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.
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Invest in startups using your credit card
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