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Wallet Manage your digital assets Mobile app Available on iOS or Android Learning center Explore investor resources FAQ Get your questions answered
Growth capital solutions
Capital fundraising Raise on Republic Tokenized assets Design, launch, manage tokenized assets Sharedrops Gift equity as a reward Founder Academy A complete guide to raising funds
Web3 services
Advisory Access veteran web3 advisors Infrastructure Stake your digital assets
Tokenization Deploy your assets on-chain
Institutional services
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Logo of The Sports Bra

The Sports Bra

The world's first sports bar fully dedicated to women’s sports is expanding. Own a piece of The Bra!
B2C AAPI Founders LGBTQIA+ Founders Women Founders Restaurant & Bar Services
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Featured image of The Sports Bra
Trending
$762,991
61% raised of $1.24M max
960
Investors
61 days
Left to invest
Invest in The Sports Bra
$250 minimum investment · Deal terms
Pitch Discussion 27 Updates 2 Reviews 160
Invest Invest in The Sports Bra
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Opportunity Traction Biz. model Partnerships & Collaboration Merch Competition Cultural Impact Founder
About Team Press FAQ Risks Discussion

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by The Sports Bra Hold Co. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
The Sports Bra SAFE The Sports Bra Form C.pdf
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Hear from some of the 960 investors in The Sports Bra


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Highlights


  • Values-driven company invites the community to Own a Piece of The Bra
  • Supports, empowers, and promotes girls and women in sports and their fans
  • Generated $1 million+ in revenue in the first 8 months
  • Backed by Alexis Ohanian’s 776 Foundation
  • Partnered with Nike, adidas, ESPN, the WNBA, Buick, and Strava
  • Earned 1000+ media hits, generating 8 billion+ impressions
  • Projected to reach 40 locations and $75 million+ annual revenue by 2030

Opportunity


Women’s sports are rising...
The Sports Bra is built to meet the moment 

Women’s sports revenue was projected to reach $2.35 billion in 2025, representing a 300% increase in three years. Yet when The Sports Bra opened in Portland, Oregon, in 2022, women’s sports had no dedicated home in America’s 67,000+ bars.

That gap between rapidly growing demand and the lack of spaces built to meet it represents a major untapped opportunity in hospitality.

The Sports Bra is built to meet that demand and the moment. With five franchise locations opening in Boston, Indianapolis, Las Vegas, St. Louis, and Portland, Maine, and a game plan to open 40+ locations by 2030, we are positioned to define and lead this category as it grows. 

Traction


Strong Out of the Gate and 
Still Gaining Speed

The Sports Bra generated nearly $1 million in revenue in its first 8 months. Early backers include Alexis Ohanian's 776 Foundation, WNBA Champion and Executive Renee Montgomery, Parity CEO Leela Srinivasan, and others. The world took note. 

  • Global media coverage, with 1,000+ pieces of coverage and 8 billion impressions across media outlets including New York Times, GMA, CBS Sunday Morning, CNBC, Vogue, Washington Post, AP, Forbes, Sports Illustrated, and more
  • Franchise expansion  with locations opening in Boston, Las Vegas, Indianapolis, St. Louis, and Portland, Maine
  • Pipeline of future markets including New York City, Chicago, Miami, Dallas, and San Francisco

Business Model


$75 million projected annual revenue in four years

The Sports Bra operates across three complementary revenue streams: 

  • Full-service hospitality, anchored by high-performing, community-driven locations

  • Franchise expansion, with a $55,000 initial fee and a 7% royalty plus brand fund structure that keeps 93% of gross revenue with franchisees 

  • Brand and media revenue, including licensing, sponsorships, talent partnerships, and appearances

The flagship Portland location generates roughly $25,000 per seat annually. A new, larger home court location, projected to exceed $2.4 million in annual sales, will serve as both the corporate headquarters and the training ground for incoming franchisees. 


Partnerships & Collaboration


MVP Collabs

Major brands, leagues, and festivals seek to partner with The Sports Bra because they believe in our mission and the community we’re building around women’s sports.

  • A-team Companies: Nike, adidas, ESPN, Buick, Ally Financial, Strava, Square, and more
  • Women's Leagues: WNBA, NWSL, LPGA, Athletes Unlimited, Athlos, and others
  • Festivals and Pop-ups: Cannes Lions Festival of Creativity in France, Style of our Own (SOOO) London during the Women's Euros, Miami Open Tennis, and more


Merch


The Sports Bra sells branded and collab merchandise online and onsite with partners like Woxer, Peau De Loup, FanWagn, and Round21 (in a WNBA three-way collab). This demonstrates the brand's retail potential. Merch revenue is projected to double by 2027 and scale 4x as franchises open nationwide. 

Competition


Defining a New Category

Dedicated women’s sports bars are beginning to emerge in cities across the U.S., reflecting growing demand for spaces centered around women’s sports. 

These concepts are typically single-location or early-stage operators, often inspired by the success of The Sports Bra.

The Sports Bra remains the category originator, with a proven flagship location, national media recognition, and an established franchise model already expanding into multiple markets.

While others are validating the demand, The Sports Bra is building the brand and infrastructure to scale it.

Cultural Impact


Grounded in community while inspiring a cultural movement

At the community level, The Sports Bra has organized Pride block parties, epic watch parties, candlelight vigils, and hundreds of fundraisers for local nonprofits. The Bra has also helped drive real-world impact in women’s sports, becoming a visible force in their growth. We hosted WNBA Commissioner Cathy Engelbert and U.S. Senator Ron Wyden for a high-profile roundtable to support Portland’s WNBA expansion bid. Soon after, Portland won the bid to bring a WNBA team to the Rose City. Then, The Bra hosted the unveiling of the new team's name and logo on Good Morning America. We helped reignite the Fire's return to our city. 

Founder


After being forced to watch the 2018 NCAA Women's Championship game on a tiny, muted screen in a crowded corner of a sports bar, Jenny Nguyen decided she’d had enough. That frustration sparked an idea to change the channel on traditional sports bars and create a premier destination where the women's game is always on, and the volume is always up. Exactly four years later, and fueled by a community-backed Kickstarter campaign, she opened The Sports Bra in April 2022. Jenny's vision transcends sports, focusing on equity by sourcing from women-owned and -operated businesses and creating an inclusive community space. The bar's success validates The Sports Bra as an advocacy-led brand with powerful national expansion potential.

$

Deal terms


Security type
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
Funding range
$75K / $1.24M
100% of $75K minimum offering amount has been reached.

The maximum amount the offering can raise is $1.24M.
Learn more
Minimum investment
$250
The smallest investment amount that The Sports Bra is accepting.
Learn more
Valuation cap
$12M
The maximum valuation at which your investment converts into equity shares or cash.
Learn more.
Deadline
August 4, 2026
The Sports Bra 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 The Sports Bra Hold Co. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
The Sports Bra SAFE The Sports Bra Form C.pdf

Bonus perks

In addition to your SAFE, you'll receive perks for investing in The Sports Bra.
Invest
$250
Receive
  • Special owner sticker
  • Founding Supporter name on website
  • Social media badge
Invest $250
256 investors
Invest
$1,000
Receive
  • Limited-edition Founding Supporter enamel pin
  • Plus, all the perks for lower-level investment
  • Limited (744 left of 1000)
Invest $1,000
39 investors
Invest
$5,000
Receive
  • Limited-edition Founding Supporter merch
  • Plus, all the perks for lower-level investments
  • Limited (61 left of 100)
Invest $5,000
3 investors
Invest
$25,000
Receive
  • Seasonal cocktail named after you at one of our locations
  • Plus, all the perks for lower-level investments
  • Limited (7 left of 10)
Invest $25,000
Invest
$100,000
Receive
  • Dinner party for 4 at any Bra location with Jenny Nguyen
  • Plus the perks for lower investments
  • Limited (5 left of 5)
Invest $100,000

About The Sports Bra

Legal Name
The Sports Bra Hold Co
Founded
Apr 2024
Form
Delaware Corporation
Employees
13
Website
thesportsbraofficial.com
Social Media
Headquarters
Google Map location of of The Sports Bra
2512 NE Broadway , Portland, OR
Headquarters
2512 NE Broadway , Portland, OR, United States 97232

The Sports Bra Team
Everyone helping build The Sports Bra, not limited to employees

Profile picture of Jenny Nguyen
Jenny Nguyen
CEO and Founder
Profile picture of Deborah Pleva
Deborah Pleva
SVP of Marketing and Ops
Profile picture of Lindsey Schalock
Lindsey Schalock
Director of Franchise Development
Profile picture of Barbara Haedtke
Barbara Haedtke
Fractional CFO
1 more team member
Jenny Nguyen
CEO and Founder
Deborah Pleva
SVP of Marketing and Ops
Lindsey Schalock
Director of Franchise Development
Barbara Haedtke
Fractional CFO

Press

'We Want to Meet That Demand': A Famous Women's Sports Ba...
Inc Inc
·
May 20, 2026

For as little as $250, investors can own a stake in the bar that helped establish Portland as a destination for women's s...

The Sports Bra revolutionized the bar scene. Now, it's se...
The Athletic The Athletic
·
May 20, 2026

Women's sports fans and investors can put up as little as $250 to contribute to the "Own a Piece of the Bra" equity crowd...

A Defining Space in a Changing Sports Landscape
The New Yorker
·
Jun 16, 2025

THE NEW YORKER: The Portland Bar That Screens Only Women's Sports

At the Center of a Rapidly Rising Category
NBC News
·
Mar 21, 2025

NBC NEWS: Women's sports bars expected to quadruple across the U.S. in 2025

More Than a Moment, a Movement
Vogue
·
Mar 12, 2024

VOGUE: The Rise and Rise of Women's Sports Bars

A Cultural Phenomenon, Backed by National Demand
·
Apr 6, 2023

NEW YORK TIMES: Fans of Women’s Sports Walk Into a Bar Inspired by Women’s Sports

FAQ

What is a custodian and what is a custodial account?

What is a custodian and what is a custodial account?

A custodian is a qualified third-party entity that acts as a legal holder of securities. An investor will open a custodial account with the qualified custodian, which is used to hold investments, namely the securities in a company. A custodial account allows you to name a beneficiary and accept payments such as dividends distributions or cash payouts. Custodial accounts are not managed or held by Republic; instead, they are managed by the custodian who works with the issuer raising on the platform. The custodian of this offering is BitGo Trust Company.
Why use a custodial account?

Why use a custodial account?

Companies will utilize a custodian to ensure that all securities they offer in their campaign are in one place. This means if a liquidity event or any other material event in respect to the securities occurs, the company can look to the custodian to service the securities, rather than each individual investor. For investors, utilizing a custodian safeguards their investment, or security interest, with a qualified financial institution. Having a custodial account allows for easier transfers and creates additional layers of protection for your securities. For companies, it can increase efficiency by reducing their cap table management costs and creating a single-line item, making future funding rounds easier.
Will I have to set up a custodial account? What is the process?

Will I have to set up a custodial account? What is the process?

Yes, since the company is utilizing a custodian, all investors in the offering will be required to create a custodial account with BitGo Trust Company and enter into an omnibus nominee agreement. The custodial account creation process is hosted in our investment checkout system, meaning you will commit your investment and establish your account with BitGo all at once. During investment checkout, you will be automatically prompted to review and sign certain custodial documents with BitGo. In addition, you may be asked to provide certain information to verify your identity. Once completed, you will receive an email confirming your investment commitment.
I’m being told my custody account is in manual review, what should I do?

I’m being told my custody account is in manual review, what should I do?

BitGo reviews accounts that require manual review on a daily basis. Please expect to receive confirmation of your account being opened or to hear further guidance from our team within 24-48 hours.
Does it cost me anything to open a custodial account with BitGo Trust Company?

Does it cost me anything to open a custodial account with BitGo Trust Company?

Right now, there are no costs for investors to open a custodial account. Custodial accounts do sometimes have a low annual cost to maintain; however, such costs are covered for the investor in this offering at this time.
Why would a company use a custodian like BitGo?

Why would a company use a custodian like BitGo?

Companies will utilize a custodian to ensure that all securities they offer in their campaign are in one place. This means if a liquidity event or any other material event in respect to the securities occurs, the company can look to the custodian to service the securities, rather than each individual investor. For investors, utilizing a custodian safeguards their investment, or security interest, with a qualified financial institution. Having a custodial account allows for easier transfers and creates additional layers of protection for your securities. For companies, it can increase efficiency by reducing their cap table management costs and creating a single-line item, making future funding rounds easier.
Which countries or states are not permitted to open a Custody Account with BitGo?

Which countries or states are not permitted to open a Custody Account with BitGo?

Anguilla Belarus Belgium Bermuda Bonaire, Sint Eustatius and Saba Cuba El Salvador France Grenada Guadeloupe Haiti India Indonesia Iran Israel Jamaica Japan Montserrat North Korea Qatar Russia Saint Kitts and Nevis Syria Turks and Caicos Islands Venezuela Vermont, USA
How long will the campaign be open?

How long will the campaign be open?

The campaign is scheduled to run for a set number of days, but there’s a catch: We have a maximum funding limit. Once we hit our cap, the campaign will close to new investors. If you want to ensure you’re part of this round, we recommend joining the movement as early as possible as soon as we tip off.
When can I expect a return on my investment?

When can I expect a return on my investment?

Investing in private companies is a long-term play. Typically, investors see a return if the company is acquired, goes public (IPO), or starts a buy-back program. You should think of this as a seed you are planting to help us grow over the next several years.
Why are you raising money this way?

Why are you raising money this way?

We had the option to pursue traditional VC money behind closed doors. We chose Republic instead for one reason: Equity is the ultimate form of community. By raising through Republic, we are welcoming thousands of "owners" who will walk into our bars in Boston or Vegas and say, "I helped build this." Our investors are our best customers, our most vocal marketers, and our fans in the stands at women’s sports events. We believe the people who cheered for us in the beginning should be the ones who profit from our growth.
What exactly am I investing in?

What exactly am I investing in?

When you invest through our Republic campaign, you are investing in The Sports Bra’s parent company. This means you are supporting the national expansion, the franchise infrastructure, and the brand's growth. As the company grows, the value of your investment has the potential to grow with it.
How does Republic work?

How does Republic work?

Republic is a platform that allows anyone, not just wealthy accredited investors, to buy shares in private companies. It’s a secure, regulated process. Once our campaign is live, you’ll create an account, choose your investment amount, and complete the transaction via credit card, bank transfer, or even crypto.
What is the minimum investment?

What is the minimum investment?

We want this to be accessible. The minimum investment for this campaign is $250.
Is this the same as buying a franchise?

Is this the same as buying a franchise?

It’s different. Through investing, you are buying a small piece of the whole company (The Sports Bra). You don't have to manage a bar; you just own a stake in the brand's success. Through franchising, you are paying to own and operate your own specific Sports Bra location in a specific city. (If you’re interested in actually running a location, visit https://thesportsbrafranchise.com/)
Can I invest if I don't live in Portland?

Can I invest if I don't live in Portland?

Absolutely! That’s the beauty of this campaign. Whether you’re in Boston, Las Vegas, or London, you can join the movement. Republic is open to international investors (subject to local regulations).
Still have questions? Check the discussion section.
Show all FAQ

Risks

Our brand and business model may not translate successfully outside the Portland market.

Our flagship Portland location benefits from local market conditions, community relationships, media visibility and customer goodwill that may not exist in other cities or regions. There can be no assurance that the customer demand, brand loyalty, event programming, merchandise sales, franchise interest or overall economics that support the business in Portland can be replicated elsewhere. New markets may differ materially in demographics, sports culture, competitive intensity, labor conditions, real estate costs, consumer preferences, alcohol regulations and receptiveness to our mission-driven brand identity. If the brand does not resonate in other markets to the same extent as it has in Portland, our expansion strategy, including franchise growth, could be adversely affected.

We currently depend on a single flagship location for a significant portion of our operations, and any disruption affecting that location could materially harm our business.

At present, our restaurant operations are centered on our flagship Portland location, which is an important driver of brand visibility, customer engagement and operating revenue. Because our hospitality business is concentrated in one market and one primary operating location, any adverse event affecting that location — including fire, flood, utility interruption, lease-related issues, neighborhood or traffic changes, labor shortages, liquor or health permit issues, equipment failure, food safety incidents, or local economic weakness — could materially and disproportionately affect our business, financial condition and results of operations. In addition, because the flagship location serves as the principal real-world proof point for our concept and brand, any sustained disruption at that location could also impair our ability to attract franchisees, consumers and strategic partners.

Our growth strategy depends substantially on franchising, and we may not be successful in recruiting, onboarding, supporting and retaining qualified franchisees.

A substantial part of our growth plan depends on expanding The Sports Bra through franchising rather than solely through company-owned locations. Franchising involves significant risks, including the risk that we may not be able to identify qualified franchisees, secure suitable sites, provide effective training and operational support, maintain consistent standards across locations, or build the internal systems necessary to support a growing franchise network. Franchisees are independent operators, and their performance, compliance failures, customer service issues, financial difficulties, or failure to follow brand standards may adversely affect our reputation and our business even where we

are not directly operating the relevant location. If our franchise strategy is slower, more costly, or less successful than expected, our growth prospects could be materially harmed.

Our concept depends in part on the continued growth, accessibility and commercial availability of women’s sports content, and changes in viewing habits or media rights may adversely affect us.

Our brand and customer proposition are closely tied to women’s sports. The attractiveness of our concept depends in part on continued consumer interest in women’s sports and our ability to provide compelling viewing experiences around that content. If demand for women’s sports content does not continue to grow, if fan engagement proves more limited in certain markets, or if media rights become more fragmented, expensive or operationally difficult to access across different leagues, platforms and subscription services, the appeal of our restaurant and franchise concept may be reduced. In addition, shifts in consumer viewing behavior, including increased at-home streaming or changes in how live sports are consumed, could reduce traffic to our locations and impair our ability to differentiate the brand.

Our restaurant model depends in part on alcohol service, and any loss, suspension or limitation of liquor-related rights, or alcohol-related claims, could adversely affect our business.

Alcohol service is an important component of the economics and customer experience of our restaurant concept. Our operations therefore depend on obtaining and maintaining the required liquor licenses, permits and alcohol-service compliance standards applicable to our business and, in time, to our franchise system. Any suspension, revocation, non-renewal or restriction of liquor-related approvals, whether resulting from regulatory action, operational issues, employee conduct, service violations, or changes in applicable law, could materially reduce sales and adversely affect our business. In addition, alcohol service may expose us to heightened risks of claims, enforcement actions, insurance cost increases and reputational harm arising from alleged over-service, service to underage persons, customer incidents or other alcohol-related matters.

Expansion into new markets may present increased risks.

We are looking to grow and expand our business footprint in new markets, whether on our own or through franchising. Any such expansion presents increased risks due to the Company’s unfamiliarity with the new market and also due to consumer unfamiliarity with the Company’s brands and design concepts. If a new market is not receptive to the Company’s brands and design concepts, it could have a negative impact on our future results and make them unpredictable.

New Restaurants may not be profitable.

The Company intends to open a second restaurant location and to open or franchise new restaurants in new locations. Once opened, these restaurants may not be profitable, and the average restaurant sales and comparable restaurant sales that the Company has experienced in the past may not be achieved. As such, the performance of new locations may not meet those of current locations. If we are not successful in launching or franchising new restaurants that are profitable, our business may be significantly impacted.

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 Investor to lose all or a portion of their investment.

We may face potential difficulties in obtaining capital.

We may have difficulty raising needed capital in the future as a result of, among other factors, our lack of revenues from sales, as well as the inherent business risks associated with the 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.

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.

The Company’s Founder currently owns all of the outstanding equity of the Issuer and she will exercise voting control.

Prior to the Offering, Jennifer Nguyen, the Company’s CEO and Founder, beneficially owns all of the outstanding equity of the Issuer. Subject to any fiduciary duties owed to other stockholders under Delaware law, Ms. Nguyen may be able to exercise significant influence over matters requiring stockholder approval, including the election of directors or managers and approval of significant Issuer transactions, and will have significant control over the Issuer’s management and policies. Ms. Nguyen may have interests that are different from yours. For example, Ms. Nguyen may support proposals and actions with which you may disagree. The concentration of ownership could delay or prevent a change in control of the Issuer or otherwise discourage a potential acquirer from attempting to obtain control of the Issuer, which in turn could reduce the price potential investors are willing to pay for the Issuer. In addition, Ms. Nguyen could use her voting influence to maintain the Issuer’s existing management, delay or prevent changes in control of the Issuer, issue additional securities which may dilute you, repurchase securities of the Issuer, enter into transactions with related parties or support or reject other management and board proposals that are subject to stockholder approval.

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.

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.

We may implement new lines of business or offer new products and services within existing lines of business.

As an early-stage company, we may implement new lines of business at any time. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved, and price and profitability targets may not prove feasible. We may not be successful in introducing new products and services in response to industry trends or developments in technology, or those new products may not achieve market acceptance. As a result, we could lose business, be forced to price products and services on less advantageous terms to retain or attract clients or be subject to cost increases. As a result, our business, financial condition or results of operations may be adversely affected.

We rely on other companies to provide services for our products.

We depend on third-party vendors and suppliers, including food and beverage distributors, to meet our operational needs and serve our customers. Our ability to meet our obligations to our customers may be adversely affected if vendors do not provide the agreed-upon products or services in compliance with applicable requirements and in a timely and cost-effective manner. Likewise, the quality of our offerings may be adversely impacted if companies from whom we source products or to whom we delegate certain services do not perform to our, and our customers’, expectations. Our vendors 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 vendors for a particular product or service.

We rely on various intellectual property rights, including 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 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.

The Issuer’s success depends on the experience and skill of its executive officers and key personnel.

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

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.

The development and commercialization of our products is highly competitive.

We face competition with respect to any products that we may seek to develop or commercialize in the future. Our competitors include major companies worldwide. Many of our competitors have significantly greater financial, technical and human resources than we have and superior expertise in research and development and marketing approved products and thus may be better equipped than us to develop and commercialize products. These competitors also compete with us in recruiting and retaining qualified personnel and acquiring technologies. Smaller or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Accordingly, our competitors may commercialize products more rapidly or effectively than we are able to, which would adversely affect our competitive position, the likelihood that our products will achieve initial market acceptance, and our ability to generate meaningful additional revenues from our products.

Industry consolidation may result in increased competition, which could result in a loss of customers or a reduction in revenue.

Some of our competitors have made or may make acquisitions or may enter into partnerships or other strategic relationships to offer more comprehensive services than they individually had offered or achieve greater economies of scale. In addition, new entrants not currently considered to be competitors may enter our market through acquisitions, partnerships or strategic relationships. We expect these trends to continue as companies attempt to strengthen or maintain their market positions. The potential entrants may have competitive advantages over us, such as greater name recognition, longer operating histories, more varied services and larger marketing budgets, as well as greater financial, technical and other resources. The companies resulting from combinations or that expand or vertically integrate their business to include the market that we address may create more compelling service offerings and may offer greater pricing flexibility than we can or may engage in business practices that make it more difficult for us to compete effectively, including on the basis of price, sales and marketing programs, technology or service functionality. These pressures could result in a substantial loss of our customers or a reduction in our revenue.

The Company’s business plan is based on numerous assumptions and projections that may not prove accurate.

The Company’s business plan and potential growth is based upon numerous assumptions. No assurance can be given regarding the attainability of the financial projections. The Company’s ability to adhere to, and implement, its business plan will depend upon the Company’s ability to successfully raise funds and a variety of other factors, many of which are beyond the Company’s control. Likewise, management is not bound to follow the business plan and may elect to adopt other strategies based upon unanticipated opportunities, or changes in circumstances or market conditions. All financial projections contained in the business plan are based entirely upon management’s assumptions and projections and should not be considered as a forecast of actual revenues or our liquidity. Actual operating results may be materially different.

Although the Company believes the assumptions upon which the Company’s business and financial projections are based have reasonable bases, the Company cannot offer any assurance that its results of operations and growth will be as contemplated. If any of the assumptions upon which these opinions and projections are based prove to be inaccurate, including growth of the economy in general and trends in our industry, these opinions and projections could be adversely affected. Prospective investors should be aware that these opinions and other projections and

predictions of future performance, whether included in the business plan, or previously or subsequently communicated to prospective investors, are based on certain assumptions which are highly speculative. Such projections or opinions are not (and should not be regarded as) a representation or warranty by the Company or any other person that the overall objectives of the Company will ever be achieved or that the Company will ever achieve significant revenues or profitability. These opinions, financial projections, and any other predictions of future performance should not be relied upon by potential investors in making an investment decision in regard to this Offering.

The inability of any suppliers or distributors 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 as well as having too much inventory on hand that may reach its expiration date and become unsaleable. 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. Failure by our suppliers and distributors to deliver our products on time or at all could result in lost sales. Any such change in suppliers or distributors 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 suppliers and distributors that we currently use, which in turn would increase our costs and thereby adversely affect our business, financial condition and results of operations.

Increases in costs for food and beverages, ingredients, labor, construction and utilities may adversely affect our results of operations.

Our financial results depend to a large extent on the costs of food and beverages, ingredients, labor, construction and utilities, and our ability to pass on the costs to our customers or implement operational improvements. Historically, market prices for commodity grains and food stocks have fluctuated in response to a number of factors, including economic conditions such as inflation, changes in U.S. government farm support programs, changes in international agricultural trading policies, impacts of disease outbreaks on protein sources and the potential effect on supply and demand as well as weather conditions during the growing and harvesting seasons. Fluctuations in paper, steel and oil prices have resulted from changes in supply and demand, general economic conditions and other factors and impact the costs of construction. In addition, we have exposure for changes in the costs for labor and utilities, which affects our operating costs. Significant increases in our costs may require us to charge higher prices 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.

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

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

We have not prepared any audited financial statements.

The financial statements attached as Exhibit A to this Form C have been “reviewed” only and such financial statements have not been verified with outside evidence as to management’s amounts and disclosures. Additionally, tests on internal controls have not been conducted. Therefore, you will have no audited financial information regarding the Issuer’s capitalization or assets or liabilities on which to make your investment decision.

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

We may face advanced and persistent attacks on our information infrastructure where we manage and store various proprietary information and sensitive/confidential data relating to our operations. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack our

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

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.

There is regulatory uncertainty regarding international trade and trade policy.

Since 2025, the U.S. has imposed new tariffs on products imported into the U.S. from a number of countries, and also has increased existing tariffs on certain products. The U.S. could propose additional tariffs or increases to those already in place. Certain of our products may be directly or indirectly sourced from international suppliers which may increase our operating costs. These increased costs could require us to increase our prices and, in the event consumer demand declines as a result, negatively impact our results of operations. Furthermore, our competitors may be better positioned than we are to withstand or react to tariffs or other trade restrictions, which may cause us to lose market share to such competitors. In the event these changes continue for an extended time, they could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to the Offering

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.

Changes in federal, state or local laws and government regulation could adversely impact our business.

The Issuer is subject to legislation and regulation at the federal, state and local levels. In particular, the Issuer’s restaurant operations require ongoing compliance with food service, health and liquor licensing requirements, including applicable Oregon alcohol licensing and alcohol service permit rules. Additionally, the Issuer’s franchise

business is subject to the FTC Franchise Rule and certain states require franchise registration or filing before franchises may be offered or sold in or into those 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, state and local legislators or regulators may change current laws or regulations which could adversely impact our business. Further, court actions or regulatory proceedings could also change our rights and obligations under applicable federal, state and local laws, which cannot be predicted. Modifications to existing requirements or imposition of new requirements or limitations could have an adverse impact on our business.

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

We are also subject to a wide range of federal, state, and local laws and regulations. The violation of these or future requirements or laws and regulations could result in administrative, civil, or criminal sanctions against us, which may include fines, a cease and desist order against the subject operations or even revocation or suspension of our license to operate the subject business. As a result, we may incur capital and operating expenditures and other costs to comply with these requirements and laws and regulations.

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.

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.

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 investors in such offering. If such investors exercised their rescission rights, the Issuer 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 Issuer 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 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 Issuer could potentially be found to have not complied with securities law in connection with this Offering related to a Reservation Campaign (also known as “Testing the Waters”)

Prior to filing this Form C, the Issuer engaged in a Reservation Campaign (also known as “testing the waters”) permitted under Regulation Crowdfunding (17 CFR 227.206), which allows issuers to communicate to determine whether there is interest in the offering. All communication sent is deemed to be an offer of securities for purposes of the antifraud provisions of federal securities laws. Any Investor who expressed interest prior to the date of this Offering should read this Form C thoroughly and rely only on the information provided herein and not on any statement made prior to the Offering. The communications sent to Investors prior to the Offering are attached as Exhibit F. Some of these communications may not have included proper disclaimers required for a Reservation Campaign.

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

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

Neither the Offering nor the Securities have been registered under federal or state securities laws.

No governmental agency has reviewed or passed upon this Offering or the Securities. Neither the Offering nor the Securities have been registered under federal or state securities laws. Investors will not receive any of the benefits available in registered offerings, which may include access to quarterly and annual financial statements that have been audited by an independent accounting firm. Investors must therefore assess the adequacy of disclosure and the fairness of the terms of this Offering based on the information provided in this Form C and the accompanying exhibits.

The 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 Issuer Reserves the Right to Change the Escrow Agent at Its Sole Discretion, Which May Result in Delays or Operational Adjustments

The Issuer reserves the right, in its sole discretion, to replace the escrow agent at any time during the Offering. In the event of such a change, investor funds held in escrow may be transferred to a new escrow account with a different financial institution. Any such transition will be conducted in compliance with applicable laws and regulations; however, investors should be aware that a change in escrow agent may result in processing delays, modifications to administrative procedures, or other operational adjustments that could affect the timing of investment processing and disbursement of funds. The intermediary facilitating this offering assists in establishing and managing escrow accounts, including communicating with the escrow agent via API, and any transition to a new escrow agent may require adjustments to these processes.

Risks Related to the Securities

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 cash fee equal to the greater of (A) (1) 0% of any dollar amounts raised in the Offering up to $100,000.00, and (2) six percent (6%) of any dollar amounts raised in the Offering exceeding $100,000.01 but not exceeding $5,000,000; or (B) fifteen thousand dollars ($15,000.00). Additionally, the Issuer shall pay to the Intermediary a non-refundable onboarding fee of seven thousand five hundred dollars ($7,500.00). 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 Investor commitment amounts based on the Issuer’s determination of an Investor’s sophistication.

The Issuer may prevent any Investor from committing more than a certain amount in this Offering based on the Issuer’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 Issuer’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 Issuer’s determination.

The Company has the right to extend the Offering Deadline and/or increase the Maximum Offering Amount.

The Company may extend the Offering Deadline and/or increase the Maximum Offering Amount beyond what is currently stated herein. For an extension of the Offering Deadline, 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. For an increase in the Maximum Offering Amount, this means that additional amounts may be raised by the Company which would also increase the number of shares outstanding and dilute shareholders.

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 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 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 Investor proceeds committed and captured in the Offering during the relevant period. The Issuer 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.

Investors will not have voting rights, even upon conversion of the Securities and will grant a third-party nominee broad power and authority to act on their behalf.

In connection with investing in this Offering to purchase a SAFE (Simple Agreement for Future Equity), Investors will designate the Lead (as defined above) to act on behalf as proxy on behalf of Investors in respect to instructions related to the Securities. The Lead 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, and to execute on behalf of an investor all transaction documents related to the transaction or other corporate event causing the conversion of the Securities. Thus, by participating in the Offering, investors will grant broad discretion to a third party (the Lead and its agents) to take various actions on their behalf, and investors will essentially not be able to vote upon matters related

to the governance and affairs of the Issuer nor take or effect actions that might otherwise be available to holders of the Securities and any securities acquired upon their conversion. Investors should not participate in the Offering unless he, she or it is willing to waive or assign certain rights that might otherwise be afforded to a holder of the Securities to the Lead and grant broad authority to the Lead to take certain actions on behalf of the investor.

The Custodian shall serve as the legal title holder of the Securities. Investors will only obtain a beneficial ownership in the Securities.

The Issuer and the Investor shall appoint and authorize the qualified third-party Custodian for the benefit of the Investor, to hold the SAFE and any securities that may be issued upon conversion thereof in registered form in the Custodian’s name or the name of the Custodian’s nominees for the benefit of the Investor and Investor’s permitted assigns. The Custodian may take direction from the Lead who will act on behalf of the Investors, and the Custodian may be permitted to rely on the Lead’s instructions related to the Securities. Investors may never become an equity holder, merely a beneficial owner of an equity interest.

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 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 Issuer. 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. 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 distributee, as relevant, will be required to sign a new Omnibus Nominee Trust Agreement (attached as Exhibit D). Additionally, Investors will only have a beneficial interest in the Securities, not legal ownership, which may make their resale more difficult as it will require coordination with the Custodian.

Investors will not become equity holders until a qualified equity financing or until there is a change of control or sale of substantially all of the Issuer’s assets. The Investor may never directly hold equity in the Issuer.

Investors will not have an ownership claim to the Issuer 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 Issuer. Investors will not become equity holders of the Issuer unless the Issuer receives a future round of financing great enough to trigger a conversion. Except for a qualified financing, the Issuer is under no obligation to convert the Securities. In certain instances, such as a sale of the Issuer 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 Issuer. Further, the Investor may never become an equity holder, merely a beneficial owner of an equity interest, as the custodian shall be deemed the legal owner of the SAFE or the securities issuable thereto.

Investors will not have voting rights, even upon conversion of the Securities.

Investors will not have the right to vote upon matters of the Issuer even if and when their Securities are converted (the occurrence of which cannot be guaranteed). Under the terms of the Securities, the Custodian will exercise voting control over the Securities. The Custodian may take direction from the Lead who will act on behalf of the Investors, and the Custodian may be permitted to rely on the Lead’s instructions related to voting of the Securities. For example, if the Securities are converted in connection with an offering of Series B Preferred Stock, Investors would beneficially receive securities in the form of shares of Series B-CF Preferred Stock (or a similar different designated class) and such shares would be required to be subject to the terms of the Securities that allows the Custodian to vote their shares of Series B-CF Preferred Stock consistent with the terms of the Security. Thus, Investors will essentially never be able to vote upon any matters of the Issuer unless otherwise provided for by the Issuer.

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 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-AR 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 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 Issuer such as quarterly unaudited financials, annual projections and budgets, and monthly progress reports, among other things.

Investors will be unable to declare the Security in “default” and demand repayment.

Unlike convertible notes and some other securities, the Securities do not have any “default” provisions upon which Investors will be able to demand repayment of their investment. The Issuer 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 up to the amount of cash available to the Issuer.

The Issuer may never undergo an Equity Financing or a Liquidity Event and Investors may have to hold the Securities indefinitely.

The Issuer may never conduct a future equity financing. In addition, the Issuer may never undergo a liquidity event such as a sale of the Issuer or an initial public offering. If neither an equity financing 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. 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 distributee, as relevant, will be required to sign a new Omnibus Nominee Trust Agreement (as defined in the Security). The Securities are not equity interests, have no ownership rights, have no rights to the Issuer’s assets or profits and have no voting rights or ability to direct the Issuer or its actions.

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 Investor’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 option 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.

Any equity securities issued upon conversion of the Securities may be substantially different from other equity securities offered or issued by the Issuer at the time of conversion.

In the event a conversion occurs, the Issuer will convert the Securities into equity securities that are materially different from the equity securities being issued to new investors at the time of conversion in many ways, including, but not

limited to, liquidation preferences, dividend rights, or anti-dilution protection. Additionally, any equity securities issued at the Conversion Price (as defined in the SAFE agreement) shall have only such preferences, rights, and protections in proportion to the Conversion Price and not in proportion to the price per share paid by new investors receiving the equity securities. Upon conversion of the Securities, the Issuer 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 Issuer.

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 SAFE agreement, which is attached as Exhibit B.

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, Investors will not be treated as debt holders and therefore are unlikely to recover any proceeds.

In the event of the dissolution or bankruptcy of the 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 Investors should not assume a guaranteed return of their investment amount.

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

There is no assurance that an Investor will realize a return on their investment or that they will not lose their entire investment. For this reason, each Investor should read this Form C and all exhibits carefully and should consult with their attorney and business advisor prior to making any investment decision.

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