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Supersapiens

Glucose: The cornerstone of metabolic health
SaaS Women Founders Wellbeing & Longevity Fitness Healthtech Biotechnology Wearables
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Pitch Discussion 35 Updates 1 Reviews 33
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Opportunity Product Traction Biz. model Vision and strategy Funding Leadership
About Team Press FAQ Risks Discussion

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by TT1 Products, Inc.. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Crowd Convertible Promissory Note TT1 Products (Supersapiens) Form C.pdf
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Highlights


  • Q1 2024: Supersapiens enters US market with a focus on diabetes
  • Glucose monitoring platform for optimizing health & performance
  • Insights for metabolic health via glucose, first launched in Europe
  • Partnered with a market leader to enhance US diabetes management
  • World's largest glucose dataset (non-diabetic): 1B+ data points
  • Trusted by Olympians, F1, UEFA, NBA, PGA, NFL, NHL, MLB, TDF, Ironman
  • Seamlessly integrates with Apple Health, Oura, Garmin, Wahoo, and others

Opportunity


Glucose: The Cornerstone of Health


The problem


Diabetes, a condition inherently linked to glucose management, is not just a medical term; it's become a significant challenge in the tapestry of modern healthcare, especially in the US.

In an era where we can track and analyze countless health metrics, we've often underestimated the profound importance of glucose regulation.

The result? 

Countless individuals, from the newly diagnosed to those managing long-term diabetes, grapple with understanding and managing their glucose levels. The absence of actionable insights has left many asking: "Why did my levels spike today?" "I felt great this morning; why did I crash in the afternoon?"

For too long, achieving optimal glucose stability has been akin to piecing together a jigsaw puzzle without the picture on the box. Despite the availability of modern medical tools, the missing link has often been glucose visibility tailored to individual needs, especially as we address the growing diabetes epidemic in the US.


The solution: metabolic visibility coupled with insights and analytics to drive greater understanding 


The answer lies in comprehensive glucose monitoring, developed in conjunction with a key market leader, to provide tailored insights and analytics for the US diabetes community.

Achieving glucose control isn't simply about more data; it's about the right data presented in an actionable manner. Context is everything. When coupled with insights, it offers the clarity individuals need in their diabetes journey. The Supersapiens platform isn’t just another medical tool—it’s an award-winning ecosystem designed for those who seek a deeper understanding of their metabolic health, especially in the context of diabetes management.

With Supersapiens, optimal glucose control isn’t just a lofty aspiration; it’s a tangible, attainable goal for the many navigating diabetes in the US, crafted with the insights and support of a key market leader.

US TAM


Product


Supersapiens: next-gen insights empowering  diabetes management



Innovative Features for Enhanced Health


  • Continuous Glucose Visibility
    Experience a glucose trace, built upon data provided by a market leader in CGMs, allowing you to instantly interpret the impacts of food, mood, and movement on your metabolic health.
  • Daily Insights
    Stay informed with daily progress summaries and key event overviews directly within our user-friendly app.
  • Glucose Score
    Analyze each event (food, mood, or movement) and its glucose efficiency with our hero metric.
  • Desktop Portal
    Zoom out and gain a macro perspective over weeks and months. Analyze long-term trends, export your data, share insights, and collaborate—all from the convenience of your desktop.
  • Complete Visibility
    User reviews vouch for our user-friendly design:
    "I have been using the app for over two months, and I am still amazed at how easy and intuitive it is."
    "For me, Supersapiens is the single most important thing I've ever done to improve my cycling, health, and fitness."

Platform integrations:
accelerating insights


Traction


$2M 2022 EU revenue
15k+ users

(data to date as of Oct 31, 2023)


Milestones & trajectory

Key statistics

  • Headquarters: Atlanta, GA
  • Founded: 2019
  • Commercial launch: September 2020
  • Total FTEs: 16 (including EU) (as of 11/01/23)
  • 2022 Revenue: $2M
  • Sensor users: 15,800 to date, 1,800 in US clinical trial
  • Sensors per customer per year: 5.71
  • Third-party data integration: over 200M potential collective users
  • Working in conjunction with a market leader in sensor and device technology


Empowering Diabetes Management: Supersapiens' Expansion to the US Market

Leveraging current IP to support the diabetes community

The Supersapiens app, supported by glucose data from a market leader, evolves to serve the diabetes population.


The Supersapiens Advantage

Supersapiens' awards & recognition

Supersapiens was one of seven global startups selected as part of the NBA’s Launchpad incubator, which focuses on pushing the boundaries of what’s possible on and off the court and unlocking new insights that have the potential to transform the game.

Technology is hugely important to the NBA, which is widely recognized as one of the most digitally developed sports organizations in the world, with its relatively diverse, youthful and international audience giving it greater freedom to embrace new trends.

Since the start of 2023, Supersapiens has collaborated on a R&D project within the NBA ecosystem to analyze glucose data with the aim of better informing athletes how nutrition impacts their well-being and performance.

We're proud that the NBA is not just a supporter, but also a stakeholder in our company


Partnerships & athletes


Business model


SaaS Subscription model,  strong sales & a proven B2B strategy

At Supersapiens, our US business model revolves around a SaaS subscription framework, leveraging advanced CGM technologies developed in conjunction with a market leader in sensors and devices, synergizing with both B2B and D2C approaches, propelling us toward our expansive vision in the US market.

SaaS Subscription Model
Aligned with the evolving preferences of the modern U.S. consumer, we've transitioned to a SaaS subscription model. This approach not only ensures continuous engagement with our user base offering them sustained value but also guarantees a reliable revenue stream for our enterprise.

B2B Collaborations
Our B2B approach transcends traditional sales, emphasizing on establishing partnerships that bolster growth and expand our influence. We've fostered successful collaborations with teams, Olympic federations, corporations, nutritionists, and coaches. These partnerships amplify our brand presence, and also when the ecosystem is tested and trusted by the top athletes in the world, their feedback, combined with data provided by a market leader in CGM technology, drives innovative solutions to better support all with their glucose management.

D2C Engagements
In our direct-to-consumer initiative, our strategy is precise. While our primary target in Europe has been male athletes aged 30-55 with interests in cycling, running, and triathlon, we recognize the expansive scope of the U.S. market and the increasing need to support people living with diabetes. Therefore, we're broadening our horizon by integrating data from a renowned CGM market leader to cater to a wider demographic seeking cutting-edge metabolic health solutions.


Vision and strategy


Championing that glucose matters for all


Vision


At our core, we've always believed in the value of exercise. Described as the billion-dollar drug that often goes unnoticed, we see it as the cornerstone of health.

Understanding the body's glucose responses is crucial for people with diabetes. With precise and personalized data, Supersapiens enables informed decisions that drive genuine lifestyle transformations for individuals with diabetes.

This transformation is powered by our collaboration with a leader in glucose sensing technology, ensuring that our insights are grounded in accuracy and relevance. Through this, we aim to empower the diabetes community with tools for proactive health management, aligning with our mission to make the benefits of glucose visibility a reality for all.


Strategy

The world looks to professional sports teams and athletes for inspiration — Supersapiens is positioned to help the world see that glucose matters for all. By using sport as a platform, Supersapiens will help educate why glucose matters to all and motivate them to get or stay active. Fans will want to be like their heroes; collectively we are all Supersapiens.

Supersapiens growth strategy

  • The US is not only the largest market for wearables and sports but also has a significant diabetes population seeking advanced management solutions. Supersapiens' exponential growth potential is rooted in our ability to serve this diverse market with precision and care.
  • While Supersapiens users have traditionally been endurance athletes participating in marathons, triathlons, and Ironman competitions, our strategy evolves to address the needs of the diabetes community. Our goal is to work in conjunction with a market leader in sensors and devices to harness our collective expertise in glucose data to deliver personalized management tools that cater to the unique challenges faced by individuals living with diabetes. 
  • By extending our reach into the diabetes market, Supersapiens is poised to become a critical component of daily diabetes care — transforming glucose data into actionable insights that empower individuals to manage their condition proactively.
  • Utilizing Supersapiens’ data can benefit anyone who wants to excel, not just physically, but also in managing their health. For those with diabetes, this means going beyond mere tracking — it involves understanding the interplay between lifestyle choices and glucose levels, leading to more informed decisions, better management, and ultimately, a higher quality of life.


Funding


Well-poised for greater financial growth

Series A

Revenue

Company performance scorecard

Earning analysis

Leadership


Led by industry veterans and founders in  healthcare, sports, and finance



Founders



Senior Management



Board of Directors


Investors & advisors



Backed by the world's leading medical professionals


Deal terms


Security Instrument
Crowd Convertible Promissory Note

Please see our FAQs for more details


Valuation cap
$120M
The maximum valuation at which your investment converts into equity shares or cash.
Learn more.
Discount
20%
If a trigger event for Supersapiens occurs, the discount provision gives investors equity shares (or equal value in cash) at a reduced price.
Learn more.
Interest Rate
6%

The interest rate is the percentage that the investor will earn on the note until it matures or is converted into equity.

Maturity
18 Months

The maturity date is the date on which the note must be repaid, either with interest or converted into equity.

Minimum investment
$250
The smallest investment amount that Supersapiens is accepting.
Learn more
Maximum investment
$123.5K
The largest investment amount that Supersapiens is accepting.
Learn more
Deadline
March 4, 2024
Supersapiens needs to reach their minimum funding goal before the deadline (). If they don’t, all investments will be refunded.
Learn more
How it works

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by TT1 Products, Inc.. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Crowd Convertible Promissory Note TT1 Products (Supersapiens) Form C.pdf

About Supersapiens

Legal Name
TT1 Products, Inc.
Founded
Feb 2019
Form
Delaware Corporation
Employees
12
Website
supersapiens.com
Social Media
Headquarters
Google Map location of of Supersapiens
2144 Hills Avenue Northwest Suite A , Atlanta, GA
Headquarters
2144 Hills Avenue Northwest , Suite A , Atlanta, GA, United States 30318

Supersapiens Team
Everyone helping build Supersapiens , not limited to employees

Profile picture of Phil Southerland
Phil Southerland
CEO & Founder
An experienced CEO, entrepreneur, public speaker, and global diabetes ambassador. Founded Team Novo Nordisk Pro Cycling Team, & the non-profit Team Type 1 Foundation. Recognized by the United Nations, WHO, World Bank and more.
Profile picture of Jay Robbins
Jay Robbins
CFO & Co-Founder
Jay has over 20 years of experience in finance, accounting, and operations in several different businesses. Before he joined Phil to start Supersapiens, he was a partner with a large CPA firm working with fast growing Private Equity backed companies.
Profile picture of Fitzalan Crowe
Fitzalan Crowe
Chief of Staff & Co-Founder
Fitzalan is a seasoned marketing executive with more than 20 years of experience in strategic communications, executive positioning, public relations, athlete management, and earned media.
Phil Southerland
CEO & Founder
Jay Robbins
CFO & Co-Founder
Fitzalan Crowe
Chief of Staff & Co-Founder

Press

25 promising sports startups to watch, according to VCs a...
Business Insider Business Insider
·
Nov 29, 2023

Top investors in the sports industry highlighted startups ranging from sports betting and media companies to AI and healt...

What is a continuous glucose monitor and do I need one?
Tom's Guide Tom's Guide
·
Sep 5, 2023

What is a continuous glucose monitor and do I need one? We ask the experts

Supersapiens vs Levels: Continuous glucose monitors reviewed
220 Triathlon 220 Triathlon
·
Aug 7, 2023

Should you invest in a continuous glucose monitor to help with your training and racing? Former 220 editor James Witts te...

How to Optimize Your Pre-Workout Meal Timing
Outside Online Outside Online
·
Aug 3, 2023

Analyzing glucose data from endurance athletes offers new(ish) insights, with the potential of more to come

The sweet science of glucose monitors - AW
AW AW
·
Jun 11, 2023

Sifan Hassan, Eilish McColgan and Eliud Kipchoge are among a new wave of athletes who are measuring their sugar levels wi...

Trailblazer Marley Blonsky Joins
Endurance Sportswire Endurance Sportswire
·
May 31, 2023

Trailblazer Marley Blonsky Joins as Supersapiens' Newest Ambassador

NBA Launchpad selects seven companies for second edition ...
Sportsbusinessjournal Sportsbusinessjournal
·
Mar 1, 2023

The NBA Launchpad selected four companies focused on performance, including SkillCorner, and three companies aimed at enh...

Supersapiens glucose monitor review - it's cutting edge t...
cyclingweekly.com cyclingweekly.com
·
Feb 16, 2023

Supersapiens is a relatively new brand in the world of elite sport, but it has become a well-known name after appearing o...

How continuous glucose monitors are poised to reshape pro...
Velo Velo
·
Nov 16, 2021

Forget power meters and heart rate monitors - glucose monitors are poised to change pro cycling forever. Here's a look at...

How food timing before a ride might be impacting your per...
Rouleur Rouleur

Do you ever find yourself a few minutes into a workout or a cycle ride and you come over shaky? Or you start really sweat...

Oura Smart Ring Can Be Used To Help Monitor Blood Sugar
Forbes Forbes

Oura has announced integrations that will let smart ring users bring blood glucose data into the catalogue of stats recor...

Show all

FAQ

What am I investing in?

What am I investing in?

What am I investing in?    

TT1 Products, Inc (dba Supersapiens) is offering a Crowd Convertible Promissory Note (“Convertible Note”) to investors (“Holders”) with the following terms:

Maturity date: May 1, 2025

20% Discount

Simple interest of 6% per annum

$120M valuation cap

This Convertible Note being offered is a form of debt that may convert into equity securities when a Qualified Financing (as defined in the offering documents) occurs. Likewise, in the event the Convertible Note remains outstanding on the Maturity Date (May 1, 2025), then the outstanding balance of the note and any unpaid accrued interest shall automatically convert into shares of the Issuer’s Common Stock (as defined in the offering documents). 

The holder of the Convertible Note loans money to the company; however, instead of getting cash returns in the form of principal plus interest, the holder will receive common stock in the company upon conversion or a subsequent equity financing event.

For this offering, it is important to understand that while interest is accrued, cash payments will not be made to Convertible Note holders.

What is the Maturity Date on the Convertible Note?

What is the Maturity Date on the Convertible Note?

The Maturity Date is May 1, 2025, which is the date in which the Convertible Note matures, or becomes due.  In the event the Convertible Note remains outstanding on the Maturity Date, then the principal and unpaid accrued interest shall automatically convert into shares of the Issuer’s Common Stock (as defined in the offering documents). For how that is calculated, please review the offering documents.

What is the Interest Rate on my principal?    

The Interest Rate (as defined in the offering documents) denotes the rate at which the interest accrues on the principal invested. The Interest Rate for this offering is 8% simple interest per annum.

What is the Discount?

What is the Discount?

The Discount is 20% and represents a discount to the price per share paid by Third-Party Investors (as defined in the offering documents) in the Qualified Financing (as defined in the offering documents).

What is the Valuation Cap?

What is the Valuation Cap?

The Valuation Cap is $120M and represents the maximum valuation or “ceiling” on the valuation of the Issuer for Convertible Note Holders at a subsequent equity financing.

What are the tax implications, if any, of investing in this offering?

What are the tax implications, if any, of investing in this offering?

The tax implications of investing in a Convertible Note may vary depending on the specific circumstances and the jurisdiction in which the holder resides. It is important for holders to consult with a qualified tax professional to fully understand the tax implications of their investment.

Each holder agrees to treat the investment agreements that it invests in on OpenDeal Portal LLC as "debt instruments" (as defined in U.S. Treasury regulations) for U.S. federal income tax purposes. Returns from your debt investments are reported as interest income for the applicable year.

In general, here are some potential tax implications to consider:

Interest income: If interest is accrued with the Convertible Note, the interest income received by the holder may be subject to income tax. Holders may receive a 1099-INT.

Capital gains or losses: If the Convertible Note is converted into equity, the holder may realize capital gains or losses when the conversion occurs or when the equity is eventually sold or disposed of. The tax treatment of capital gains or losses depends on various factors, including the holding period of the equity and the investor's tax bracket.

Original issue discount (OID): If the crowd convertible promissory note is issued at a discount to its face value or conversion price, the difference between the face value or conversion price and the issue price may be considered OID. OID is generally taxable as interest income over the term of the note, even if the interest is not actually paid. Investors may receive a 1099-OID.

Alternative Minimum Tax (AMT): Investors subject to the Alternative Minimum Tax should be aware that certain tax preferences associated with the investment in a crowd convertible promissory note, such as OID, may trigger AMT liability.

Deductibility of losses: If the investment in the crowd convertible promissory note results in a loss, the tax treatment of the loss may depend on the investor's individual tax situation and applicable tax laws. It is important to consult with a tax professional to determine the deductibility of any losses.

** It is critical for investors to seek professional tax advice based on their individual circumstances to ensure compliance with applicable tax laws.

What is the minimum and maximum investment to participate?

What is the minimum and maximum investment to participate?

Holders could invest as little as $250 and as much as $123,500. The minimum investment amount for non-sole ownership entities is $5,000.

Will I receive any voting or management rights as a Convertible Note holder?

Will I receive any voting or management rights as a Convertible Note holder?

Convertible Note holders may convert into equity securities when a Qualified Financing (as defined in the offering documents) occurs. Similarly, in the event the Convertible Note remains outstanding on the Maturity Date (May 1, 2025), then the outstanding balance of the note and any unpaid accrued interest shall automatically convert into shares of the Issuer’s Common Stock (as defined in the offering documents). As such, voting or management rights will be determined by the Company Bylaws.

Is this investment opportunity open to international investors?

Is this investment opportunity open to international investors?

Yes. If the investor lives outside the United States, it is the investor’s responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase of the securities, including obtaining required governmental or other consents or observing any other required legal or other formalities.

How will I receive interest payments or return on my principal?

How will I receive interest payments or return on my principal?

Please refer to the investment terms and conditions. Simple interest will be accrued on the outstanding principal amount at the rate of 8% per annum. Interest shall commence with the date hereof and shall continue on the outstanding principal amount until paid in full or converted.

No periodic interest payments in the form of cash will be made with this Convertible Note. Rather, returns may be realized if and when the Convertible Note converts into equity securities and the equity securities themselves appreciate in value.

**Debt securities offered on Republic are not guaranteed or insured and holders may lose some or all of the principal invested subject to an issuer’s ability to fully service the debt and not default.

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

Risks

The Issuer's management may have broad discretion in how the Issuer uses the net proceeds of the Offering.

Unless the Issuer has agreed to a specific use of the proceeds from the Offering, the Issuer’s management will have considerable discretion over the use of proceeds from the Offering. You may not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.

The Intermediary Fees paid by the Issuer are subject to change depending on the success of the Offering.

At the conclusion of the Offering, the Issuer shall pay the Intermediary a fee of six percent (6%) of the dollar amount raised in the Offering. The compensation paid by the Issuer to the Intermediary may impact how the Issuer uses the net proceeds of the Offering.

The Issuer has the right to limit individual Holder commitment amounts based on the Issuer’s determination of an Holder’s sophistication.

The Issuer may prevent any Holder from committing more than a certain amount in this Offering based on the Issuer’s determination of the Holder’s sophistication and ability to assume the risk of the investment. This means that your desired investment amount may be limited or lowered based solely on the Issuer’s determination and not in line with relevant investment limits set forth by the Regulation CF rules. This also means that other Holders may receive larger allocations of the Offering based solely on the Issuer’s determination.

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.

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.

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. Holders 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. Holders 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.

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 Issuer 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 Issuer may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.

The amount of capital the Issuer is attempting to raise in this Offering may not be enough to sustain the Issuer’s current business plan.

In order to achieve the Issuer’s near and long-term goals, the Issuer may need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Issuer will be able to raise such funds on acceptable terms or at all. If we are not able to raise sufficient capital in the future, we may not be able to execute our business plan, our continued operations will be in jeopardy and we may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause an Holder to lose all or a portion of their investment.

We may face potential difficulties in obtaining capital.

We may have difficulty raising needed capital in the future as a result of, among other factors, our lack of revenues from sales, as well as the inherent business risks associated with our Issuer and present and future market conditions. Additionally, our future sources of revenue may not be sufficient to meet our future capital requirements. As such, we may 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 not have enough authorized capital stock to issue shares of common stock to holders upon the conversion of any security convertible into shares of our common stock, including the Securities.

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 holders upon the conversion of any security convertible into shares of our common stock, including the Securities.

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. In particular, the Issuer has a contract with Abbott Laboratories, who manufactures the Abbott Libre Sense Glucose Sport Biosensor that the Supersapiens app uses. 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 patents and trademarks, in order to operate our business.

The Issuer relies on certain intellectual property rights to operate its business. The Issuer’s intellectual property rights may not be sufficiently broad or otherwise may not provide us a significant competitive advantage. In addition, the steps that we have taken to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented or designed-around, particularly in countries where intellectual property rights are not highly developed or protected. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons, or countries may require compulsory licensing of our intellectual property. Our failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such property, could adversely impact our competitive position and results of operations. We also rely on nondisclosure and noncompetition agreements with employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these agreements will adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or other proprietary rights. As we expand our business, protecting our intellectual property will become increasingly important. The protective steps we have taken may be inadequate to deter our competitors from using our proprietary information. In order to protect or enforce our patent rights, we may be required to initiate litigation against third parties, such as infringement lawsuits. Also, these third parties may assert claims against us with or without provocation. These lawsuits could be expensive, take significant time and could divert management’s attention from other business concerns. The law relating to the scope and validity of claims in the technology field in which we operate is still evolving and, consequently, intellectual property positions in our industry are generally uncertain. We cannot assure you that we will prevail in any of these potential suits or that the damages or other remedies awarded, if any, would be commercially valuable.

The Issuer’s success depends on the experience and skill of the board of directors, its executive officers and key employees.

We are dependent on our board of directors, executive officers and key employees. These persons may not devote their full time and attention to the matters of the Issuer. The loss of our board of directors, executive officers and key employees could harm the Issuer’s business, financial condition, cash flow and results of operations.

Although dependent on certain key personnel, the Issuer does not have any key person life insurance policies on any such people.

We are dependent on certain key personnel in order to conduct our operations and execute our business plan, however, the Issuer has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, if any of these personnel die or become disabled, the Issuer will not receive any compensation to assist with such person’s absence. The loss of such person could negatively affect the Issuer and our operations. We have no way to guarantee key personnel will stay with the Issuer, as many states do not enforce non-competition agreements, and therefore acquiring key man insurance will not ameliorate all of the risk of relying on key personnel.

In order for the Issuer 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.

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

A significant outbreak of contagious diseases, such as COVID-19, in the human population could result in a widespread health crisis. Additionally, geopolitical events, such as wars or conflicts, could result in global disruptions to supplies, political uncertainty and displacement. Each of these crises could adversely affect the economies and financial markets of many countries, including the United States where we principally operate, resulting in an economic downturn that could reduce the demand for our products and services and impair our business prospects, including as a result of being unable to raise additional capital on acceptable terms, if at all.

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.

We face various risks as an e-commerce retailer.

We operate a business that sells directly to consumers via e-commerce. This may require additional investments to sustain or grow our e-commerce business, including increased capital requirements. Additionally, there are business risks we face related to operating our e-commerce business which 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, and the 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 may face increased competition in the future from internet retailers who enter the market. Our failure to positively differentiate our product and services offerings or customer experience from these new internet retailers could have a material adverse effect on our business, financial condition and results of operations.

If we are unsuccessful in adding users of our app, or if our clients decrease their level of engagement, our revenue, financial results, and business may be significantly harmed.

We offer an app that provides real-time information into a user’s personal glucose and metabolic health. The amount of users of our app and our client’s level of engagement will be critical to our success. Our financial performance will be significantly determined by our success in adding, retaining, and engaging active users of our app and the services offered. If clients do not perceive our app or services provided thereunder to be useful, reliable, and trustworthy, we may not be able to attract or retain users or otherwise maintain or increase the frequency and duration of their engagement. There is no guarantee that we will not experience an erosion of our active client base or engagement levels in the future.

Damage to our reputation could negatively impact our business, financial condition and results of operations.

Our reputation and the quality of our brand are critical to our business and success in existing markets, and will be critical to our success as we enter new markets. Any incident that erodes consumer loyalty for our brand could significantly reduce its value and damage our business. We may be adversely affected by any negative publicity, regardless of its accuracy. Also, there has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate as is its impact. Information posted may be adverse to our interests or may be inaccurate, each of which may harm our performance, prospects or business. The harm may be immediate and may disseminate rapidly and broadly, without affording us an opportunity for redress or correction.

Our business could be negatively impacted by cyber security threats, attacks and other disruptions.

We continue to face advanced and persistent attacks on our information infrastructure where we manage and store various proprietary information and sensitive/confidential data relating to our operations. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack our products or otherwise exploit any security vulnerabilities. These intrusions sometimes may be zero-day malware that are difficult to identify because they are not included in the signature set of commercially available antivirus scanning programs. Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our confidential information or that of our customers or other third-parties, create system disruptions, or cause shutdowns. Additionally, sophisticated software and applications that we produce or procure from third-parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the information infrastructure. A disruption, infiltration or failure of our information infrastructure systems or any of our data centers as a result of software or hardware malfunctions, computer viruses, cyber-attacks, employee theft or misuse, power disruptions, natural disasters or accidents could cause breaches of data security, loss of critical data and performance delays, which in turn could adversely affect our business.

Security breaches of confidential customer information, in connection with our electronic processing of credit and debit card transactions, or confidential employee information may adversely affect our business.

Our business requires the collection, transmission and retention of personally identifiable information, in various information technology systems that we maintain and in those maintained by third parties with whom we contract to provide services. The integrity and protection of that data is critical to us. The information, security and privacy requirements imposed by governmental regulation are increasingly demanding. Our systems may not be able to satisfy these changing requirements and customer and employee expectations, or may require significant additional investments or time in order to do so. A breach in the security of our information technology systems or those of our service providers could lead to an interruption in the operation of our systems, resulting in operational inefficiencies and a loss of profits. Additionally, a significant theft, loss or misappropriation of, or access to, customers’ or other proprietary data or other breach of our information technology systems could result in fines, legal claims or proceedings.

The use of Individually identifiable data by our business, our business associates and third parties is regulated at the state, federal and international levels.

The regulation of individual data is changing rapidly, and in unpredictable ways. A change in regulation could adversely affect our business, including causing our business model to no longer be viable. Costs associated with information security – such as investment in technology, the costs of compliance with consumer protection laws and costs resulting from consumer fraud – could cause our business and results of operations to suffer materially. Additionally, the success of our online operations depends upon the secure transmission of confidential information over public networks, including the use of cashless payments. The intentional or negligent actions of employees, business associates or third parties may undermine our security measures. As a result, unauthorized parties may obtain access to our data systems and misappropriate confidential data. There can be no assurance that advances in computer capabilities, new discoveries in the field of cryptography or other developments will prevent the compromise of our customer transaction processing capabilities and personal data. If any such compromise of our security or the security of information residing with our business associates or third parties were to occur, it could have a material adverse effect on our reputation, operating results and financial condition. Any compromise of our data security may materially increase the costs we incur to protect against such breaches and could subject us to additional legal risk.

The Issuer is not subject to Sarbanes-Oxley regulations and may lack the financial controls and procedures of public companies.

The Issuer may not have the internal control infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes Oxley Act of 2002. As a privately-held (non-public) issuer, the Issuer is currently not subject to the Sarbanes Oxley Act of 2002, and its financial and disclosure controls and procedures reflect its status as a development stage, non-public company. There can be no guarantee that there are no significant deficiencies or material weaknesses in the quality of the Issuer’s financial and disclosure controls and procedures. If it were necessary to implement such financial and disclosure controls and procedures, the cost to the Issuer of such compliance could be substantial and could have a material adverse effect on the Issuer’s results of operations.

We operate in a highly regulated environment, and if we are found to be in violation of any of the federal, foreign, state, or local laws or regulations applicable to us, our business could suffer.

We are also subject to a wide range of federal, foreign, 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, foreign, state or local laws and government regulation could adversely impact our business.

The Issuer is subject to legislation and regulation at the federal and foreign and, in some instances, at the state and local levels. In particular, the Issuer is currently regulated by foreign health regulatory agencies and may need to obtain Food and Drug Administration (FDA) approval to sell and market its products in the United States. 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, foreign, 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, foreign, 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.

Changes in employment laws or regulations 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.

State and federal securities laws are complex, and the Issuer could potentially be found to have not complied with all relevant state and federal securities law in prior offerings of securities.

The Issuer has conducted previous offerings of securities and may not have complied with all relevant state and federal securities laws. If a court or regulatory body with the required jurisdiction ever concluded that the Issuer may have violated state or federal securities laws, any such violation could result in the Issuer being required to offer rescission rights to holders in such offering. If such holders exercised their rescission rights, the Issuer would have to pay to such holders an amount of funds equal to the purchase price paid by such holders plus interest from the date of any such purchase. No assurances can be given the Issuer will, if it is required to offer such holders a rescission right, have sufficient funds to pay the prior holders the amounts required or that proceeds from this Offering would not be used to pay such amounts.

In addition, if the Issuer violated federal or state securities laws in connection with a prior offering and/or sale of its securities, federal or state regulators could bring an enforcement, regulatory and/or other legal action against the Issuer which, among other things, could result in the Issuer having to pay substantial fines and be prohibited from selling securities in the future.

The U.S. Securities and Exchange Commission does not pass upon the merits of the Securities or the terms of the Offering, nor does it pass upon the accuracy or completeness of any Offering document or literature.

You should not rely on the fact that our Form C is accessible through the U.S. Securities and Exchange Commission’s EDGAR filing system as an approval, endorsement or guarantee of compliance as it relates to this Offering. The U.S. Securities and Exchange Commission has not reviewed this Form C, nor any document or literature related to this Offering.

The Issuer has the right to extend the Offering Deadline.

The Issuer may extend the Offering Deadline beyond what is currently stated herein. This means that your investment may continue to be held in escrow while the Issuer attempts to raise the Target Offering Amount even after the Offering Deadline stated herein is reached. While you have the right to cancel your investment in the event the Issuer extends the Offering Deadline, if you choose to reconfirm your investment, your investment will not be accruing interest during this time and will simply be held until such time as the new Offering Deadline is reached without the Issuer receiving the Target Offering Amount, at which time it will be returned to you without interest or deduction, or the Issuer receives the Target Offering Amount, at which time it will be released to the Issuer to be used as set forth herein. Upon or shortly after the release of such funds to the Issuer, the Securities will be issued and distributed to you.

The Issuer may also end the Offering early.

If the Target Offering Amount is met after 21 calendar days, but before the Offering Deadline, the Issuer can end the Offering by providing notice to Holders at least 5 business days prior to the end of the Offering. This means your failure to participate in the Offering in a timely manner, may prevent you from being able to invest in this Offering – it also means the Issuer may limit the amount of capital it can raise during the Offering by ending the Offering early.

The Issuer has the right to conduct multiple closings during the Offering.

If the Issuer meets certain terms and conditions, an intermediate close (also known as a rolling close) of the Offering can occur, which will allow the Issuer to draw down on seventy percent (70%) of Holder proceeds committed and captured in the Offering during the relevant period. The Issuer may choose to continue the Offering thereafter. Holders 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, Holders 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.

Holders 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 Convertible Promissory Note holders will designate Republic Investment Services LLC (f/k/a NextSeed Services, LLC) (the “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 the Securities 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 Securities, 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 Securities. Thus, by participating in the Offering, holders will grant broad discretion to a third party (the Nominee and its agents) to take various actions on their behalf, and holders will essentially not be able to vote upon matters related to the governance and affairs of the Issuer nor take or effect actions that might otherwise be available to holders of the Securities and any securities acquired upon their conversion. Holders 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 Securities 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.

The Securities will not be freely tradable under the Securities Act until one year from when the securities are issued. Although the Securities may be tradable under federal securities law, state securities regulations may apply, and each Holder 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. Holders should be aware of the long-term nature of their investment in the Issuer. Each Holder 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. If a transfer, resale, assignment or distribution of the Security should occur prior to the conversion of the Security or after, if the Security is still held by the original purchaser directly, the transferee, purchaser, assignee or distribute, as relevant, will be required to sign a new Nominee Rider (as defined in the Security) and provide personally identifiable information to the Nominee sufficient to establish a custodial account at a later date and time. Under the Terms of the Securities, the Nominee has the right to place shares received from the conversion of the Security into a custodial relationship with a qualified third party and have said Nominee be listed as the holder of record. In this case, Holders will only have a beneficial interest in the equity securities derived from the Securities, not legal ownership, which may make their resale more difficult as it will require coordination with the custodian and Republic Investment Services.

Upon conversion of the Securities, the Securities will convert into Common Stock.

In the event of a conversion of the Securities, Holders will receive Common Stock in the Issuer. The receipt of Common Stock may provide the Holder with less rights, privileges and preferences, including liquidation rights, than holders receiving preferred stock whether in the equity financing or a subsequent equity financing.

Holders will not be entitled to any inspection or information rights other than those required by law.

Holders will not have the right to inspect the books and records of the Issuer or to receive financial or other information from the Issuer, other than as required by law. Other security holders of the Issuer may have such rights. Regulation CF requires only the provision of an annual report on Form C and no additional information. Additionally, there are numerous methods by which the Issuer can terminate annual report obligations, resulting in no information rights, contractual, statutory or otherwise, owed to Holders. This lack of information could put Holders at a disadvantage in general and with respect to other security holders, including certain security holders who have rights to periodic financial statements and updates from the Issuer such as quarterly unaudited financials, annual projections and budgets, and monthly progress reports, among other things.

Any equity securities acquired upon conversion of the Securities may be significantly diluted as a consequence of subsequent equity financings.

The Issuer’s equity securities will be subject to dilution. The Issuer 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 Holder’s control and economic interests in the Issuer.

The amount of additional financing needed by the Issuer 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 Issuer with enough capital to reach the next major corporate milestone. If the funds received in any additional financing are not sufficient to meet the Issuer’s needs, the Issuer 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 Issuer. There can be no assurance that the Issuer 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 Issuer has certain equity grants and convertible securities outstanding. Should the Issuer 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.

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.

In the event of the dissolution or bankruptcy of the Issuer, Holders 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 Issuer, 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. No holders of any of the Securities can be guaranteed any proceeds in the event of the dissolution or bankruptcy of the Issuer.

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 Issuer 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 Issuer does not have sufficient liquid assets on hand. Therefore, potential Holders should not assume a guaranteed return of their investment amount.

There is no guarantee of a return on an Holder’s investment.

There is no assurance that an Holder will realize a return on their investment or that they will not lose their entire investment. For this reason, each Holder 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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